Unassociated Document


    Exhibit
      4.1

    
        
 
        

    

    
      EXECUTION
        VERSION

      
 

    

    AMENDED
      AND RESTATED TRUST AGREEMENT

     

    among

     

    HYUNDAI
      ABS FUNDING CORPORATION,

    as
      Depositor

     

    WILMINGTON
      TRUST COMPANY,

    as
      Owner Trustee

     

    and

     

    HYUNDAI
      MOTOR FINANCE COMPANY,

     

    as
      Administrator

     

    Dated
      as of June 25, 2008

     

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    Page



    
      	
              ARTICLE
                1. DEFINITIONS

            	
              1

            
	
              Section
                1.01

            	
              Capitalized
                Terms

            	
              1

            
	
              Section
                1.02

            	
              Other
                Definitional Provisions

            	
              3

            
	
              ARTICLE
                2. ORGANIZATION

            	
              4

            
	
              Section
                2.01

            	
              Name

            	
              4

            
	
              Section
                2.02

            	
              Office

            	
              4

            
	
              Section
                2.03

            	
              Purposes
                and Powers

            	
              4

            
	
              Section
                2.04

            	
              Appointment
                of Owner Trustee

            	
              5

            
	
              Section
                2.05

            	
              Initial
                Capital Contribution of Trust Estate

            	
              5

            
	
              Section
                2.06

            	
              Declaration
                of Trust

            	
              6

            
	
              Section
                2.07

            	
              Title
                to Trust Property

            	
              6

            
	
              Section
                2.08

            	
              Situs
                of Trust

            	
              6

            
	
              Section
                2.09

            	
              Representations,
                Warranties and Covenants of the Depositor

            	
              6

            
	
              Section
                2.10

            	
              Federal
                Income Tax Allocations

            	
              7

            
	
              ARTICLE
                3. TRUST
                CERTIFICATES AND TRANSFER OF INTERESTS

            	
              8

            
	
              Section
                3.01

            	
              Initial
                Ownership

            	
              8

            
	
              Section
                3.02

            	
              The
                Trust Certificates

            	
              8

            
	
              Section
                3.03

            	
              Execution,
                Authentication and Delivery of Trust Certificates

            	
              8

            
	
              Section
                3.04

            	
              Registration
                of Transfer and Exchange of Trust Certificates

            	
              8

            
	
              Section
                3.05

            	
              Mutilated,
                Destroyed, Lost or Stolen Trust Certificates

            	
              9

            
	
              Section
                3.06

            	
              Persons
                Deemed Owners

            	
              10

            
	
              Section
                3.07

            	
              Access
                to List of Certificateholders’ Names and Addresses

            	
              10

            
	
              Section
                3.08

            	
              Maintenance
                of Office or Agency

            	
              10

            
	
              Section
                3.09

            	
              Appointment
                of Paying Agent

            	
              10

            
	
              Section
                3.10

            	
              Form
                of Trust Certificates

            	
              11

            
	
              Section
                3.11

            	
              Transfer
                Restrictions

            	
              11

            
	
              Section
                3.12

            	
              Legending
                of Trust Certificates

            	
              14

            
	
              Section
                3.13

            	
              Authenticating
                Agent

            	
              15

            
	
              Section
                3.14

            	
              Actions
                of Certificateholders

            	
              17

            
	
              ARTICLE
                4. ACTIONS
                BY OWNER TRUSTEE

            	
              17

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)

      Page

    

     

    
      	
              Section
                4.01

            	
              Prior
                Notice with Respect to Certain Matters

            	
              17

            
	
              Section
                4.02

            	
              Action
                by Servicer with Respect to Certain Matters

            	
              19

            
	
              Section
                4.03

            	
              Action
                by Certificateholders with Respect to Bankruptcy

            	
              19

            
	
              Section
                4.04

            	
              Restrictions
                on Servicer’s Power

            	
              19

            
	
              Section
                4.05

            	
              Majority
                Control

            	
              20

            
	
              ARTICLE
                5. APPLICATION
                OF TRUST FUNDS; CERTAIN DUTIES

            	
              20

            
	
              Section
                5.01

            	
              Establishment
                of Trust Account

            	
              20

            
	
              Section
                5.02

            	
              Application
                of Trust Funds

            	
              20

            
	
              Section
                5.03

            	
              Method
                of Payment

            	
              20

            
	
              Section
                5.04

            	
              Accounting
                and Reports to Certificateholders, the Internal Revenue Service and
                Others

            	
              21

            
	
              Section
                5.05

            	
              Signature
                on Returns; Tax Matters Partner

            	
              21

            
	
              Section
                5.06

            	
              Duties
                of Depositor on Behalf of Trust

            	
              21

            
	
              ARTICLE
                6. AUTHORITY
                AND DUTIES OF OWNER TRUSTEE

            	
              22

            
	
              Section
                6.01

            	
              General
                Authority

            	
              22

            
	
              Section
                6.02

            	
              General
                Duties

            	
              22

            
	
              Section
                6.03

            	
              Action
                upon Instruction

            	
              22

            
	
              Section
                6.04

            	
              No
                Duties Except as Specified in this Agreement or in
                Instructions

            	
              23

            
	
              Section
                6.05

            	
              No
                Action Except Under Specified Documents or Instructions

            	
              24

            
	
              Section
                6.06

            	
              Restrictions

            	
              24

            
	
              ARTICLE
                7. CONCERNING
                THE OWNER TRUSTEE

            	
              24

            
	
              Section
                7.01

            	
              Acceptance
                of Trusts and Duties

            	
              24

            
	
              Section
                7.02

            	
              Furnishing
                of Documents

            	
              25

            
	
              Section
                7.03

            	
              Representations
                and Warranties

            	
              25

            
	
              Section
                7.04

            	
              Reliance;
                Advice of Counsel

            	
              26

            
	
              Section
                7.05

            	
              Not
                Acting in Individual Capacity

            	
              26

            
	
              Section
                7.06

            	
              Owner
                Trustee Not Liable for Trust Certificates or for
                Receivables

            	
              27

            
	
              Section
                7.07

            	
              Owner
                Trustee May Own Trust Certificates and Notes

            	
              27

            
	
              Section
                7.08

            	
              Doing
                Business in Other Jurisdictions

            	
              27

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    
      

        TABLE
          OF CONTENTS

        (continued)

        Page

      

       

    

    
      	
              Section
                7.09

            	
              Paying
                Agent; Authenticating Agent

            	
              28

            
	
              ARTICLE
                8. COMPENSATION
                OF OWNER TRUSTEE

            	
              28

            
	
              Section
                8.01

            	
              Owner
                Trustee’s Fees and Expenses

            	
              28

            
	
              Section
                8.02

            	
              Indemnification

            	
              28

            
	
              Section
                8.03

            	
              Payments
                to the Owner Trustee

            	
              28

            
	
              ARTICLE
                9. TERMINATION
                OF TRUST AGREEMENT

            	
              29

            
	
              Section
                9.01

            	
              Termination
                of Trust Agreement

            	
              29

            
	
              ARTICLE
                10. SUCCESSOR
                OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

            	
              30

            
	
              Section
                10.01

            	
              Eligibility
                Requirements for Owner Trustee

            	
              30

            
	
              Section
                10.02

            	
              Resignation
                or Removal of Owner Trustee

            	
              30

            
	
              Section
                10.03

            	
              Successor
                Owner Trustee

            	
              31

            
	
              Section
                10.04

            	
              Merger
                or Consolidation of Owner Trustee

            	
              31

            
	
              Section
                10.05

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	
              32

            
	
              ARTICLE
                11. MISCELLANEOUS

            	
              33

            
	
              Section
                11.01

            	
              Supplements
                and Amendments

            	
              33

            
	
              Section
                11.02

            	
              No
                Legal Title to Trust Estate in Certificateholders

            	
              34

            
	
              Section
                11.03

            	
              Limitations
                on Rights of Others

            	
              34

            
	
              Section
                11.04

            	
              Notices

            	
              35

            
	
              Section
                11.05

            	
              Severability

            	
              35

            
	
              Section
                11.06

            	
              Separate
                Counterparts

            	
              35

            
	
              Section
                11.07

            	
              Successors
                and Assigns

            	
              35

            
	
              Section
                11.08

            	
              Covenants
                of the Depositor

            	
              35

            
	
              Section
                11.09

            	
              No
                Petition

            	
              35

            
	
              Section
                11.10

            	
              No
                Recourse

            	
              36

            
	
              Section
                11.11

            	
              Headings

            	
              36

            
	
              Section
                11.12

            	
              GOVERNING
                LAW

            	
              37

            
	
              Section
                11.13

            	
              [Reserved]

            	
              37

            
	
              Section
                11.14

            	
              Sarbanes-Oxley

            	
              37

            
	
              ARTICLE
                12. COMPLIANCE
                WITH REGULATION AB

            	
              37

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

    

      
        
          TABLE
            OF CONTENTS

          (continued)

          Page

        

         

      

    

    
      	
              Section
                12.01

            	
              Intent
                of the Parties; Reasonableness

            	
              37

            
	
              Section
                12.02

            	
              Additional
                Representations and Warranties of the Owner Trustee

            	
              37

            
	
              Section
                12.03

            	
              Information
                to Be Provided by the Owner Trustee

            	
              38

            
	
              Section
                12.04

            	
              Indemnification;
                Remedies

            	
              39

            


    

    
      	
              ARTICLE
                12. COMPLIANCE
                WITH REGULATION AB

            	
              37

            
	
              Section
                12.01

            	
              Intent
                of the Parties; Reasonableness

            	
              37

            
	
              Section
                12.02

            	
              Additional
                Representations and Warranties of the Owner Trustee

            	
              37

            
	
              Section
                12.03

            	
              Information
                to Be Provided by the Owner Trustee

            	
              38

            
	
              Section
                12.04

            	
              Indemnification;
                Remedies

            	
              40

            


    

    


    Exhibits

    


    
      	
              Exhibit
                A

            	
              Form
                of Trust Certificate

            	
              A-1

            
	
              Exhibit
                B

            	
              Reserved

            	
              B-1

            
	
              Exhibit
                C

            	
              Form
                of Transferee Certificate

            	
              C-1

            
	
              Exhibit
                D

            	
              Form
                of Certificate of Trust of Hyundai Auto Receivables Trust
                2008-A

            	
              D-1

            


    

    



    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    



    This
      AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 25, 2008, is between
      HYUNDAI ABS FUNDING CORPORATION, a Delaware corporation, as depositor (the
      “Depositor”),
      WILMINGTON TRUST COMPANY, a Delaware banking corporation, acting hereunder
      not
      in its individual capacity but solely as owner trustee (the “Owner
      Trustee”)
      and
      HYUNDAI MOTOR FINANCE COMPANY, a California corporation, as administrator (the
      “Administrator”).

     

    WHEREAS,
      on December 17, 2007, the Depositor, the Owner Trustee and the Administrator
      entered into a Trust Agreement (the “Original
      Trust Agreement”);
      and

     

    WHEREAS,
      the parties hereto wish to amend and restate the Original Trust Agreement in
      its
      entirety;

     

    NOW,
      THEREFORE, in consideration of the foregoing, and other good and valuable
      consideration, the receipt of which is hereby acknowledged, the parties hereto
      amend and restate the Original Trust Agreement in its entirety and agree as
      follows:

     

    ARTICLE
      1.

    DEFINITIONS

     

    Section
      1.01 Capitalized
      Terms.
      For all
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

     

    “Administration
      Agreement”
shall
      mean the Owner Trust Administration Agreement dated as of June 25, 2008 among
      the Trust, Hyundai Motor Finance Company, as Administrator and Citibank, N.A.,
      as Indenture Trustee, as amended, supplemented, amended and restated or
      otherwise modified from time to time.

     

    “Administrator”
shall
      mean Hyundai Motor Finance Company.

     

    “Agreement”
shall
      mean this Amended and Restated Trust Agreement, as the same may be amended
      and
      supplemented from time to time.

     

    “Authenticating
      Agent”
shall
      have the meaning assigned to such term in Section 3.13.

     

    “Benefit
      Plan Investor”
shall
      have the meaning assigned to such term in Section 3.11.

     

    “Certificate
      Distribution Account”
shall
      have the meaning assigned to such term in Section 5.01.

     

    “Certificate
      of Trust”
shall
      mean the Certificate of Trust substantially in the form of Exhibit D filed
      for
      the Trust pursuant to Section 3810(a) of the Statutory Trust Act.

     

    “Certificate
      Percentage Interest”
shall
      mean with respect to any Trust Certificate, the percentage interest of ownership
      in the Trust represented thereby as set forth on the face thereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Certificate
      Register”
and
      “Certificate
      Registrar”
shall
      mean the register mentioned in and the registrar appointed pursuant to Section
      3.04.

     

    “Certificateholder”
or
      “Holder”
shall
      mean a Person in whose name a Trust Certificate is registered.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
      promulgated thereunder.

     

    “Corporate
      Trust Office”
shall
      mean, with respect to the Owner Trustee, the principal corporate trust
      office of the Owner Trustee located at Rodney Square North, 1100 North
      Market Street, Wilmington Delaware 19890-0001, Attention: Corporate Trust
      Administration, or at such other address in the State of Delaware as the Owner
      Trustee may designate by notice to the Certificateholders and the Depositor,
      or
      the principal corporate trust office of any successor Owner Trustee at the
      address (which shall be in the State of Delaware) designated by such successor
      Owner Trustee by notice to the Certificateholders and the
      Depositor.

     

    “Definitive
      Trust Certificates”
shall
      have the meaning set forth in Section 3.10.

     

    “Depositor”
shall
      mean Hyundai ABS Funding Corporation and its successors, in its capacity as
      depositor hereunder.

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974,
      as amended.

     

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

     

    “Expenses”
shall
      have the meaning assigned to such term in Section 8.02.

     

    “Indemnified
      Parties”
shall
      have the meaning assigned to such term in Section 8.02.

     

    “Indenture”
shall
      mean the Indenture, dated as of June 25, 2008 between the Trust and Citibank,
      N.A., as Indenture Trustee, as amended, supplemented, amended and restated
      or
      otherwise modified from time to time.

     

    “Indenture
      Trustee”
shall
      mean Citibank, N.A., a national banking association.

     

    “Owner
      Trustee”
shall
      mean Wilmington Trust Company, a Delaware banking corporation, not in its
      individual capacity but solely as owner trustee under this Agreement, and any
      successor Owner Trustee hereunder.

     

    “Paying
      Agent”
shall
      mean any paying agent or co paying agent appointed pursuant to Section 3.09
      and
      shall initially be Citibank, N.A.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


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

     

    “Record
      Date”
shall
      mean, with respect to a Payment Date, the close of business on the day
      immediately preceding such Payment Date.

     

    “Sale
      and Servicing Agreement”
shall
      mean the Sale and Servicing Agreement dated as of June 25, 2008, among the
      Depositor, Hyundai Motor Finance Company, as Seller and Servicer, the Trust
      and the Indenture Trustee, as amended, supplemented, amended and restated or
      otherwise modified from time to time.

     

    “SEC”
means
      the Securities and Exchange Commission.

     

    “Secretary
      of State”
shall
      mean the Secretary of State of the State of Delaware.

     

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

     

    “Statutory
      Trust Act”
shall
      mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code ss. 3801 et
      seq., as the same may be amended from time to time.

     

    “Treasury
      Regulations”
shall
      mean regulations, including proposed or temporary Regulations, promulgated
      under
      the Code. References herein to specific provisions of proposed or temporary
      regulations shall include analogous provisions of final Treasury Regulations
      or
      other successor Treasury Regulations.

     

    “Trust”
shall
      mean the trust established by this Agreement.

     

    “Trust
      Certificate”
shall
      mean a certificate evidencing the beneficial interest of a Certificateholder
      in
      the Trust, substantially in the form attached hereto as Exhibit A.

     

    “Trust
      Estate”
shall
      mean all right, title and interest of the Trust in and to the property and
      rights assigned to the Trust pursuant to Article II of the Sale and Servicing
      Agreement, all funds on deposit from time to time in the Trust Accounts and
      the
      Certificate Distribution Account, and all other property of the Trust from
      time
      to time, including any rights of the Owner Trustee and the Trust pursuant to
      the
      Sale and Servicing Agreement and the Administration Agreement.

     

    Section
      1.02 Other
      Definitional Provisions.

     

    (a) Capitalized
      terms used and not otherwise defined herein have the meanings assigned to them
      in the Sale and Servicing Agreement or, if not defined therein, in the
      Indenture.

     

    (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.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


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

     

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

     

    (e) The
      definitions contained in this Agreement are applicable to the singular and
      plural forms of such terms and to the masculine, 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
      2.

    ORGANIZATION

     

    Section
      2.01 Name.
      The
      Trust created hereby shall be known as “Hyundai Auto Receivables Trust 2008-A,”
in which name the Owner Trustee may conduct the business of the Trust, make
      and
      execute contracts and other instruments on behalf of the Trust and sue and
      be
      sued.

     

    Section
      2.02 Office.
      The
      office of the Trust shall be in care of the Owner Trustee at the Corporate
      Trust
      Office or at such other address in Delaware as the Owner Trustee may designate
      by written notice to the Certificateholders and the Depositor.

     

    Section
      2.03 Purposes
      and Powers.
      The
      purpose of the Trust is to engage in the following activities and the Trust
      shall have the power and authority:

     

    (a) to
      issue
      the Notes pursuant to the Indenture and the Trust Certificates pursuant to
      this
      Agreement and to sell, transfer and exchange the Notes and the Trust
      Certificates and to pay interest on and principal on the Notes and distributions
      on the Trust Certificates, all in accordance with the Basic
      Documents;

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (b) with
      the
      proceeds of the sale of the Notes and the Trust Certificates, to purchase the
      Receivables, to fund the Reserve Account, to pay the organizational, start-up
      and transactional expenses of the Trust and to pay the balance of such proceeds
      to the Depositor pursuant to the Sale and Servicing Agreement;

     

    (c) to
      assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant
      to the Indenture and to hold, manage and distribute to the Certificateholders
      pursuant to the terms of this Agreement and the Sale and Servicing Agreement
      any
      portion of the Trust Estate released from the Lien of, and remitted to the
      Trust
      pursuant to, the Indenture;

     

    (d) to
      enter
      into and perform its obligations under the Basic Documents to which it is to
      be
      a party;

     

    (e) to
      engage
      in those activities, including entering into agreements, that are necessary,
      suitable or convenient to accomplish the foregoing or are incidental thereto
      or
      connected therewith; 

     

    (f) to
      enter
      into derivative transactions with the approval of the Rating Agencies (or
      satisfaction of the Rating Agency Condition) at any time or from time to time
      after the issuance of the Notes. The notional amount of those derivatives may
      (but need not) exceed the amount of the Notes and need not relate to or
      counteract risks associated with the Notes or the Receivables; provided,
      however,
      that
      any payments to the applicable counterparties to the derivative transactions
      on
      any Payment Date are to be made only after all required payments to the
      Noteholders and deposits to the Reserve Account on such Payment Date;
      and

     

    (g) subject
      to compliance with the Basic Documents, to engage in such other activities
      as
      may be required in connection with conservation of the Trust Estate and the
      making of distributions to the Certificateholders and the
      Noteholders.

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities. The Trust shall
      not
      engage in any activity other than in connection with the foregoing or other
      than
      as required or authorized by the terms of this Agreement or the Basic
      Documents.

     

    Section
      2.04 Appointment
      of Owner Trustee.
      The
      Depositor hereby appoints the Owner Trustee as trustee of the Trust effective
      as
      of the date hereof, to have all the rights, powers and duties set forth
      herein.

     

    Section
      2.05 Initial
      Capital Contribution of Trust Estate.
      The
      Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
      Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby
      acknowledges receipt in trust from the Depositor, as of the date hereof, of
      the
      foregoing contribution, which shall constitute the initial Trust Estate and
      shall be deposited in the Certificate Distribution Account. The Depositor shall
      pay organizational expenses of the Trust as they may arise or shall, upon the
      request of the Owner Trustee, promptly reimburse the Owner Trustee for any
      such
      expenses paid by the Owner Trustee.

     

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Section
      2.06 Declaration
      of Trust.
      The
      Owner Trustee hereby declares that it will hold the Trust Estate in trust upon
      and subject to the conditions set forth herein for the use and benefit of the
      Certificateholders, subject to the obligations of the Trust under the Basic
      Documents. It is the intention of the parties hereto that the Trust constitute
      a
      statutory trust under the Statutory Trust Act and that this Agreement constitute
      the governing instrument of such statutory trust. It is the intention of the
      parties hereto that, for income and franchise tax purposes, until the Trust
      Certificates are held by more than one Person, the Trust will be disregarded
      as
      an entity separate from the Depositor (or another Person that beneficially
      owns
      all of the Trust Certificates) and the Notes will be characterized as debt.
      At
      such time that the Trust Certificates are held by more than one Person, it
      is
      the intention of the parties hereto that, for income and franchise tax purposes,
      the Trust shall be treated as a partnership, with the assets of the partnership
      being the Receivables and other assets held by the Trust, the partners of the
      partnership, being the Certificateholders, and the Notes being debt of the
      partnership. The Depositor and the Certificateholders by acceptance of a Trust
      Certificate agree to such treatment and agree to take no action inconsistent
      with such treatment. The parties agree that, unless otherwise required by
      appropriate tax authorities, until the Trust Certificates are held by more
      than
      one Person the Trust will not file or cause to be filed annual or other
      necessary tax returns, reports and other forms inconsistent with the
      characterization of the Trust as a disregarded entity of its owner. Effective
      as
      of the date hereof, the Owner Trustee shall have all rights, powers and duties
      set forth herein and in the Statutory Trust Act with respect to accomplishing
      the purposes of the Trust.

     

    Section
      2.07 Title
      to Trust Property.
      Subject
      to the Indenture, legal title to all the Trust Estate shall be vested at all
      times in the Trust as a separate legal entity except where applicable law in
      any
      jurisdiction requires title to any part of the Trust Estate to be vested in
      a
      trustee or trustees, in which case title shall be deemed to be vested in the
      Owner Trustee, a co-trustee or a separate trustee, as the case may be; provided
      that prior to taking title to any part of the Trust Estate, the Owner Trustee
      will notify the Servicer and the Indenture Trustee.

     

    Section
      2.08 Situs
      of Trust.
      The
      Trust will be located and administered in the State of Delaware. All bank
      accounts maintained by the Owner Trustee on behalf of the Trust shall be located
      in the State of Delaware or the State of New York. The Trust shall not have
      any
      employees; provided,
      however,
      that
      nothing herein shall restrict or prohibit the Owner Trustee from having
      employees within or without the State of Delaware. Payments will be received
      by
      the Trust only in Delaware or New York, and payments will be made by the Trust
      only from Delaware or New York. The only office of the Trust will be at the
      Corporate Trust Office in the State of Delaware.

     

    Section
      2.09 Representations,
      Warranties and Covenants of the Depositor.
      The
      Depositor hereby represents and warrants to the Owner Trustee that:

     

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

     


    
      
        
        

      

      
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    (b) 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 in which the ownership or lease of its property or the conduct
      of
      its business shall require such qualifications.

     

    (c) The
      Depositor has the corporate power and authority to execute and deliver this
      Agreement and to carry out its terms; the Depositor has full power and authority
      to sell and assign the property to be sold and assigned to and deposited with
      the Trust and the Depositor has duly authorized such sale and assignment and
      deposit to the Trust by all necessary corporate action; and the execution,
      delivery and performance of this Agreement have been duly authorized by the
      Depositor by all necessary corporate action.

     

    (d) The
      Depositor has duly executed and delivered this Agreement, and this Agreement
      constitutes a legal, valid and binding obligation of the Depositor, enforceable
      against the Depositor, in accordance with its terms, except as such enforcement
      may be limited by applicable bankruptcy, insolvency, reorganization or other
      similar laws relating to or limiting creditors' rights generally or by general
      equitable principles.

     

    (e) The
      consummation of the transactions contemplated by this Agreement and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under, the articles and bylaws of the Depositor, or
      any
      indenture, agreement or other instrument to which the Depositor is a party
      or by
      which it is bound; nor 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 pursuant to the Basic Documents); nor violate
      any
      law or, to the best of the Depositor’s knowledge, any order, rule or regulation
      applicable to the Depositor of any court or of any federal or state regulatory
      body, administrative agency or other governmental instrumentality having
      jurisdiction over the Depositor or its properties.

     

    (f) There
      are
      no proceedings or investigations pending or, to the knowledge of the Depositor,
      threatened before any court, regulatory body, administrative agency or other
      governmental instrumentality having jurisdiction over the Depositor or its
      properties (i) asserting the invalidity of this Agreement, (ii) seeking to
      prevent the consummation of any of the transactions contemplated by this
      Agreement or (iii) seeking any determination or ruling that might materially
      and
      adversely affect the performance by the Depositor of its obligations under,
      or
      the validity or enforceability of, this Agreement.

     

    (g) The
      representations and warranties of the Depositor in Section 3.02 of the Sale
      and
      Servicing Agreement are true and correct.

     

    Section
      2.10 Federal
      Income Tax Allocations.
      If the
      Trust Certificates are held by more than one Person, for federal income tax
      purposes each item of income, gain, loss, credit and deduction for a month
      shall
      be allocated to the Certificateholders as of the first Record Date following
      the
      end of such month in proportion to their Certificate Percentage Interests on
      such Record Date. The Trust (or the Administrator in accordance with the
      Administration Agreement and Section 5.04) is authorized to modify the
      allocations in this paragraph if necessary or appropriate, in its sole
      discretion, for the allocations to fairly reflect the economic income, gain
      or
      loss to the Certificateholders or otherwise comply with the requirements of
      the
      Code.

     

     


    
      
        
        

      

      
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    ARTICLE
      3.

    TRUST
      CERTIFICATES AND TRANSFER OF INTERESTS

     

    Section
      3.01 Initial
      Ownership.
      Upon
      the formation of the Trust by the contribution by the Depositor pursuant to
      Section 2.05 and until the issuance of the Trust Certificates, the Depositor
      shall be the sole beneficiary of the Trust.

     

    Section
      3.02 The
      Trust Certificates.
      The
      Trust Certificates shall be executed on behalf of the Trust by manual or
      facsimile signature of an authorized officer of the Owner Trustee. Trust
      Certificates bearing the manual or facsimile signatures of individuals who
      were,
      at the time when such signatures shall have been affixed, authorized to sign
      on
      behalf of the Trust, shall be validly issued and entitled to the benefit of
      this
      Agreement and shall be valid and binding obligations of the Trust,
      notwithstanding that such individuals or any of them shall have ceased to be
      so
      authorized prior to the authentication and delivery of such Trust Certificates
      or did not hold such offices at the date of authentication and delivery of
      such
      Trust Certificates.

     

    If
      a
      transfer of the Trust Certificates is permitted pursuant to Section 3.11,
      a transferee of a Trust Certificate shall become a Certificateholder and
      shall be entitled to the rights and subject to the obligations of a
      Certificateholder hereunder upon such transferee’s acceptance of a Trust
      Certificate duly registered in such transferee’s name pursuant to
      Section 3.04.

     

    Section
      3.03 Execution,
      Authentication and Delivery of Trust Certificates.
      On the
      Closing Date, the Owner Trustee shall cause the Trust Certificates in an
      aggregate Certificate Percentage Interest equal to 100% to be executed on behalf
      of the Trust, authenticated and delivered to or upon the written order of the
      Depositor, signed by the Owner Trustee on behalf of the Trust, without further
      action by the Depositor, in authorized denominations. No Trust Certificate
      shall
      entitle its Holder to any benefit under this Agreement or be valid for any
      purpose unless there shall appear on such Trust Certificate a certificate of
      authentication substantially in the form set forth in Exhibit A, executed by
      the
      Owner Trustee or Citibank, N.A., as the Owner Trustee’s Authenticating Agent, by
      manual signature; such authentication shall constitute conclusive evidence
      that
      such Trust Certificate shall have been duly authenticated and delivered
      hereunder. All Trust Certificates shall be dated the date of their
      authentication.

     

    Section
      3.04 Registration
      of Transfer and Exchange of Trust Certificates.
      The
      Certificate Registrar shall keep or cause to be kept, at the office or agency
      maintained pursuant to Section 3.08, a Certificate Register in which, subject
      to
      such reasonable regulations as it may prescribe, the Owner Trustee shall provide
      for the registration of Trust Certificates and of transfers and exchanges of
      Trust Certificates as herein provided. Wilmington Trust Company shall be the
      initial Certificate Registrar.

     


    
      
        
        

      

      
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    Upon
      surrender for registration of transfer of any Trust Certificate at the office
      or
      agency maintained pursuant to Section 3.08, the Owner Trustee shall execute,
      authenticate and deliver (or shall cause its Authenticating Agent to
      authenticate and deliver), in the name of the designated transferee or
      transferees, one or more new Trust Certificates in authorized denominations
      of a
      like aggregate amount dated the date of authentication by the Owner Trustee
      or
      any Authenticating Agent. At the option of a Certificateholder, Trust
      Certificates may be exchanged for other Trust Certificates of authorized
      denominations of a like aggregate amount upon surrender of the Trust
      Certificates to be exchanged at the office or agency maintained pursuant to
      Section 3.08.

     

    Every
      Trust Certificate presented or surrendered for registration of transfer or
      exchange shall be accompanied by a written instrument of transfer in form
      satisfactory to the Owner Trustee and the Certificate Registrar duly executed
      by
      the related Certificateholder or such Certificateholder’s attorney duly
      authorized in writing. Each Trust Certificate surrendered for registration
      of
      transfer or exchange shall be cancelled and subsequently disposed of by the
      Owner Trustee in accordance with its customary practice.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      Trust Certificates, but the Owner Trustee or the Certificate Registrar may
      require payment of a sum sufficient to cover any tax or governmental charge
      that
      may be imposed in connection with any transfer or exchange of Trust
      Certificates.

     

    The
      preceding provisions of this Section notwithstanding, the Owner Trustee shall
      not make, and the Certificate Registrar shall not register transfers or
      exchanges of, Trust Certificates for a period of 15 days preceding the due
      date
      for any payment with respect to the Trust Certificates.

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the transfer of the Trust
      Certificates.

     

    Section
      3.05 Mutilated,
      Destroyed, Lost or Stolen Trust Certificates.
      If (a)
      any mutilated Trust Certificate shall be surrendered to the Certificate
      Registrar, or if the Certificate Registrar shall receive evidence to its
      satisfaction of the destruction, loss or theft of any Trust Certificate and
      (b)
      there shall be delivered to the Certificate Registrar and the Owner Trustee
      such
      security or indemnity as may be required by them to save each of them harmless,
      then in the absence of notice that such Trust Certificate has been acquired
      by a
      bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute
      and
      the Owner Trustee or the Owner Trustee’s Authenticating Agent, shall
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like
      tenor and denomination. In connection with the issuance of any new Trust
      Certificate under this Section, the Owner Trustee or the Certificate Registrar
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection therewith. Any duplicate
      Trust Certificate issued pursuant to this Section shall constitute conclusive
      evidence of ownership in the Trust, as if originally issued, whether or not
      the
      lost, stolen or destroyed Trust Certificate shall be found at any
      time.

     

     


    
      
        
        

      

      
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    Section
      3.06 Persons
      Deemed Owners.
      Prior
      to due presentation of a Trust Certificate for registration of transfer, the
      Owner Trustee, the Certificate Registrar or any Paying Agent may treat the
      Person in whose name any Trust Certificate is registered in the Certificate
      Register as the owner of such Trust Certificate for the purpose of receiving
      distributions pursuant to Section 5.02 and for all other purposes
      whatsoever, and none of the Owner Trustee, the Certificate Registrar or any
      Paying Agent shall be bound by any notice to the contrary.

     

    Section
      3.07 Access
      to List of Certificateholders’ Names and Addresses.
      The
      Owner Trustee shall furnish or cause to be furnished to the Servicer, the Paying
      Agent and the Depositor, within 15 days after receipt by the Owner Trustee
      of a
      written request therefor from the Servicer, the Paying Agent or the Depositor,
      a
      list, in such form as the Servicer or the Depositor may reasonably require,
      of
      the names and addresses of the Certificateholders as of the most recent Record
      Date. The Certificate Registrar shall also promptly furnish to the Owner Trustee
      and the Paying Agent a copy of such list at any time there is a change therein.
      If (a) three or more Certificateholders or (b) one or more Holders of Trust
      Certificates evidencing not less than 50% of the Certificate Percentage
      Interests apply in writing to the Owner Trustee, and such application states
      that the applicants desire to communicate with other Certificateholders with
      respect to their rights under this Agreement or under the Trust Certificates
      and
      such application is accompanied by a copy of the communication that such
      applicants propose to transmit, then the Owner Trustee shall, within five
      Business Days after the receipt of such application, afford such applicants
      access during normal business hours to the current list of Certificateholders.
      Each Certificateholder, by receiving and holding a Trust Certificate, shall
      be
      deemed to have agreed not to hold any of the Depositor, the Certificate
      Registrar or the Owner Trustee accountable by reason of the disclosure of its
      name and address, regardless of the source from which such information was
      derived. The Certificate Registrar shall upon the request of the Owner Trustee
      provide such list, or access to such list, of Certificateholders as contemplated
      by this Section.

     

    Section
      3.08 Maintenance
      of Office or Agency.
      The
      Trust shall designate in the State of Delaware an office or offices or agency
      or
      agencies where Trust Certificates may be surrendered for registration of
      transfer or exchange and where notices and demands to or upon the Trust and
      Owner Trustee in respect of the Trust Certificates and the Basic Documents
      may
      be served. The Trust initially designates Wilmington Trust Company as its office
      for such purposes. The Trust shall give prompt written notice to the Depositor
      and the Certificateholders of any change in the location of the Certificate
      Register or any such office or agency.

     

    Section
      3.09 Appointment
      of Paying Agent.
      The
      Paying Agent shall make distributions to Certificateholders from the Certificate
      Distribution Account pursuant to Section 5.02 and shall report the amounts
      of
      such distributions to the Owner Trustee. Any Paying Agent shall have the
      revocable power to withdraw funds from the Certificate Distribution Account
      for
      the purpose of making the distributions referred to above. The Owner Trustee
      may
      revoke such power and remove the Paying Agent if the Owner Trustee determines
      in
      its sole discretion that the Paying Agent shall have failed to perform its
      obligations under this Agreement in any material respect; provided,
      however,
      the
      Owner Trustee shall have no duty to monitor or oversee the compliance by the
      Paying Agent of its obligations under this Agreement or any other Basic
      Document. The Paying Agent initially shall be Citibank, N.A., and any co-paying
      agent chosen by the Trust. Citibank, N.A. shall be permitted to resign as Paying
      Agent upon 30 days’ written notice to the Owner Trustee. In the event that
      Citibank, N.A. shall no longer be the Paying Agent, the Depositor, with the
      consent of the Owner Trustee, shall appoint a successor to act as Paying Agent
      (which shall be a bank or trust company). The Trust shall cause such successor
      Paying Agent or any additional Paying Agent appointed hereunder to execute
      and
      deliver to the Trust an instrument in which such successor Paying Agent or
      additional Paying Agent shall agree with the Trust that, as Paying Agent, such
      successor Paying Agent or additional Paying Agent will hold all sums, if any,
      held by it for payment to the Certificateholders in trust for the benefit of
      the
      Certificateholders entitled thereto until such sums shall be paid to such
      Certificateholders. The Paying Agent shall return all unclaimed funds to the
      Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also
      return all funds in its possession to the Owner Trustee. Any reference in this
      Agreement to the Paying Agent shall include any co-paying agent unless the
      context requires otherwise.

     

     


    
      
        
        

      

      
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    Section
      3.10 Form
      of Trust Certificates.
      The
      Trust Certificates, upon original issuance, will be issued in the form of a
      typewritten Trust Certificate or Trust Certificates representing definitive,
      fully registered Trust Certificates (the “Definitive Trust Certificates”) and
      shall be registered in the name of the Depositor or upon order of the Depositor
      as the initial registered owner thereof. The Owner Trustee shall execute and
      authenticate, or cause to be authenticated, the Definitive Trust Certificates
      in
      accordance with the instructions of the Depositor. The Depositor hereby orders
      the Owner Trustee to execute and authenticate, or cause to be authenticated,
      the
      Definitive Trust Certificates. Neither the Certificate Registrar nor the Owner
      Trustee shall be liable for any delay in delivery of such instructions and
      may
      conclusively rely on, and shall be protected in relying on, such instructions.
      Upon the issuance of the Trust Certificates, the Owner Trustee and each Paying
      Agent shall recognize the Holders of the Trust Certificates as
      Certificateholders. The Trust Certificates shall be printed, lithographed or
      engraved, or may be produced in any other manner as is reasonably acceptable
      to
      the Owner Trustee, as evidenced by its execution thereof.

     

    Section
      3.11 Transfer
      Restrictions.
      (a)
      No Trust
      Certificate may be resold, assigned or transferred (including by pledge or
      hypothecation) unless such resale, assignment or transfer is (i) pursuant to
      an
      effective registration statement under the Securities Act and any applicable
      state securities or “Blue Sky” laws, (ii) pursuant to Rule 144A promulgated
      under the Securities Act (“Rule 144A”) or (iii) pursuant to another exemption
      from the registration requirements of the Securities Act and subject to the
      receipt by the Owner Trustee and the Depositor of (A) a certification by the
      prospective transferee of the facts surrounding such transfer, which
      certification shall be in form and substance satisfactory to the Owner Trustee
      and the Depositor and (B) if requested by the Owner Trustee, an opinion of
      counsel (which will not be at the expense of the Owner Trustee), satisfactory
      to
      the Depositor and the Owner Trustee, to the effect that the transfer is in
      compliance with the Securities Act, and, in each case, in compliance with any
      applicable securities or “Blue Sky” laws of any state of the United States. In
      addition, each transferee shall provide to the Owner Trustee its tax
      identification number, address, nominee name (if applicable) and wire transfer
      instructions. Prior to any resale, assignment or transfer of the Trust
      Certificates described in clause (ii) above, each prospective purchaser of
      the
      Trust Certificates shall have acknowledged, represented and agreed as
      follows:

     


    
      
        
        

      

      
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    (1) It
      is a
“qualified institutional buyer” as defined in Rule 144A (“QIB”) and is acquiring
      the Trust Certificates for its own institutional account (and not for the
      account of others) or as a fiduciary or agent for others (which others also
      are
      QIBs).

     

    (2) It
      acknowledges that the Trust Certificates have not been and will not be
      registered under the Securities Act or the securities laws of any
      jurisdiction.

     

    (3) It
      is
      familiar with Rule 144A and is aware that the sale is being made in reliance
      on
      Rule 144A and it is not acquiring the Trust Certificates with a view to, or
      for
      resale in connection with, a distribution that would constitute a public
      offering within the meaning of the Securities Act or a violation of the
      Securities Act, and that, if in the future it decides to resell, assign, pledge
      or otherwise transfer any Trust Certificates, such Trust Certificates may be
      resold, assigned, pledged or transferred only (i) to the Depositor or any
      Affiliate thereof, (ii) so long as such Trust Certificate is eligible for resale
      pursuant to Rule 144A, to a person whom it reasonably believes after due inquiry
      is a QIB acting for its own account (and not for the account of others) or
      as a
      fiduciary or agent for others (which others also are QIBs) to whom notice is
      given that the resale, pledge, assignment or transfer is being made in reliance
      on Rule 144A, (iii) pursuant to an effective registration statement under
      the Securities Act or (iv) in a sale, pledge or other transfer made in a
      transaction otherwise exempt from the registration requirements of the
      Securities Act, in which case (A) the Owner Trustee shall require that both
      the
      prospective transferor and the prospective transferee certify to the Owner
      Trustee and the Depositor in writing the facts surrounding such transfer, which
      certification shall be in form and substance satisfactory to the Owner Trustee
      and the Depositor and (B) the Owner Trustee shall require a written opinion
      of
      counsel (which will not be at the expense of the Depositor or the Owner Trustee)
      satisfactory to the Depositor and the Owner Trustee to the effect that such
      transfer will not violate the Securities Act, in each case in accordance with
      any applicable securities or “Blue Sky” laws of any state of the United
      States.

     

    (4) It
      is
      aware that it (or any account for which it is purchasing) may be required to
      bear the economic risk of an investment in the Trust Certificates for an
      indefinite period, and it (or such account) is able to bear such risk for an
      indefinite period.

     

    (5) It
      understands that the Trust Certificates will bear legends substantially as
      set
      forth in Section 3.12.

     

    (6) If
      it is
      acquiring any Trust Certificates for the account of one or more qualified
      institutional buyers, it represents that it has sole investment discretion
      with
      respect to each such account and that it has full power to make the foregoing
      acknowledgements, representations and agreements on behalf of each such
      account.

     


    
      
        
        

      

      
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    (7) It
      (and
      any Person for which it holds Trust Certificates) has neither acquired nor
      will
      it transfer any Trust Certificate it purchases (or any interest therein) or
      cause any such Trust Certificate (or any interest therein) to be marketed on
      or
      through an “established securities market” within the meaning of Section
      7704(b)(1) of the Code, including, without limitation, an
      over-the-counter-market or an interdealer quotation system that regularly
      disseminates firm buy or sell quotations.

     

    (8) It
      (and
      any Person for which it holds Trust Certificates, collectively for purposes
      of
      this paragraph (8), a “transferee”) either (A) is not, and will not become, a
      partnership, S corporation or grantor trust for U.S. federal income tax purposes
      (or a disregarded entity of any of the foregoing) or (B) is such an entity,
      but
      none of the direct or indirect beneficial owners of any of the interests in
      such
      transferee have allowed or caused, or will allow or cause, 50% or more (or,
      if
      the Owner Trustee has received an Opinion of Counsel in form and substance
      acceptable to the Depositor that the proposed transfer to such transferee will
      not cause the Trust to be treated as a publicly traded partnership within the
      meaning of Section 7704 of the Code, such other percentage as the Owner Trustee
      may establish prior to the time of such proposed transfer) of the value of
      such
      interests in the transferee to be attributable to such transferee’s ownership of
      Trust Certificates.

     

    (9) It
      understands that if it is acquiring any Trust Certificate for the account of
      one
      or more Persons, (A) it shall provide to the Owner Trustee and the Depositor
      information as to the number of such Persons and any changes in the number
      of
      such Persons and (B) any such change in the number of Persons for whose account
      a Trust Certificate is held shall require the written consent of the Owner
      Trustee, which consent shall be granted unless the Owner Trustee determines
      that
      such proposed change in number of Persons would create a risk that the Trust
      would be classified for federal or any applicable state tax purposes as an
      association (or a publicly traded partnership) taxable as a
      corporation.

     

    (10) It
      understands that no subsequent transfer of the Trust Certificates (or any
      interest therein) is permitted unless (A) such transfer is of a Trust
      Certificate with a Certificate Percentage Interest of at least 5%, (B) it causes
      its proposed transferee to provide to the Owner Trustee and the Depositor a
      letter substantially in the form of Exhibit C hereto, or such other written
      statement as the Owner Trustee shall prescribe and (C) the Trust consents in
      writing to the proposed transfer, which consent shall be granted unless the
      Owner Trustee determines that such transfer would either create a risk that
      the
      Trust would be classified for federal or any applicable state tax purposes
      as an
      association (or a publicly traded partnership) taxable as a corporation;
provided,
      however,
      that any
      attempted transfer that would cause the number of beneficial owners of Trust
      Certificates in the aggregate to exceed 100 or otherwise cause the Trust to
      become a publicly traded partnership for income tax purposes shall be a void
      transfer.

     

    (11) It
      understands that the Opinion of Counsel to the Trust that the Trust is not
      a
      publicly traded partnership taxable as a corporation is dependent in part on
      the
      accuracy of the representations in paragraphs (7), (8), (9) and (10)
      above.

     


    
      
        
        

      

      
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    (12) It
      is a
      United States Person within the meaning of Section 7701(a)(30) of the
      Code.

     

    (13) It
      acknowledges that the Owner Trustee, the Depositor, and their Affiliates, and
      others will rely upon the truth and accuracy of the foregoing acknowledgments,
      representations and agreements.

     

    Each
      transferee of the Trust Certificates shall be required to execute or to have
      executed a representation letter substantially in the form of Exhibit C, or
      may
      deliver such other representations (or an opinion of counsel) as may be approved
      by the Owner Trustee and the Depositor, to the effect that such transfer may
      be
      made pursuant to an exemption from registration under the Securities Act and
      any
      applicable state securities or “Blue Sky” laws.

     

    In
      addition, such prospective purchaser shall be responsible for providing
      additional information or certification, as shall be reasonably requested by
      the
      Owner Trustee or the Depositor, to support the truth and accuracy of the
      foregoing acknowledgments, representations and agreements, it being understood
      that such additional information is not intended to create additional
      restrictions on the transfer of the Trust Certificates. Neither the Depositor,
      the Trust nor the Owner Trustee shall be obligated to register or monitor
      compliance with the Trust Certificates under the Securities Act or any state
      securities or “Blue Sky” laws.

     

    In
      determining compliance with the transfer restrictions contained in this Section,
      the Owner Trustee may rely upon a written opinion of counsel (which may include
      in-house counsel of the transferor), the cost of obtaining which shall be an
      expense of the Holder of the Certificate to be transferred.

     

    (b) The
      Trust
      Certificates may not be acquired by or for the account of (i) an “employee
      benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the
      provisions of Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of
      the Code or (iii) any entity whose underlying assets include plan assets by
      reason of an employee benefit plan’s or a plan’s investment in the entity (each,
      a “Benefit Plan Investor”). By accepting and holding a Trust Certificate, the
      Holder thereof shall be deemed to have represented and warranted that it is
      not
      a Benefit Plan Investor.

     

    Section
      3.12 Legending
      of Trust Certificates.
      Each
      Trust Certificate shall bear a legend in substantially the following form,
      unless the Depositor determines otherwise in accordance with applicable
      law:

     

    THIS
      TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER
      APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND
      MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
      COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
      OTHER
      APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR
      IN A TRANSACTION NOT SUBJECT THERETO. THE HOLDER HEREOF, BY PURCHASING THIS
      TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE RESOLD, ASSIGNED,
      PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS THE TRUST CERTIFICATE IS
      ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO THE
      PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QUALIFIED
      INSTITUTIONAL BUYER ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
      OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED
      INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT,
      PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) TO A UNITED
      STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE, (C)
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
      (D)
      IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT
      AND OTHER SECURITIES OR “BLUE SKY” LAWS. IN SUCH CASE THE OWNER TRUSTEE SHALL
      REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND
      THE
      DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION
      SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF
      REQUESTED BY THE OWNER TRUSTEE, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT
      BE
      AT THE EXPENSE OF THE OWNER TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER
      TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE
      THE
      SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR
      “BLUE SKY” LAWS OF ANY STATE OR JURISDICTION. ANY ATTEMPTED TRANSFER IN
      CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO
      AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE
      TRUST CERTIFICATE FOR ALL PURPOSES.

     


    
      
        
        

      

      
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    NO
      TRUST
      CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I)
      AN
“EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO
      THE PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN SECTION
      4975(e)(1) OF THE CODE OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE
      PLAN
      ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE
      ENTITY (EACH, A “BENEFIT PLAN INVESTOR”). BY ACCEPTING AND HOLDING A TRUST
      CERTIFICATE, THE HOLDER THEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND
      WARRANTED THAT IT IS NOT A BENEFIT PLAN INVESTOR.

     

    Section
      3.13 Authenticating
      Agent.

     

    (a) The
      Owner
      Trustee may appoint one or more Authenticating Agents (each, an “Authenticating
      Agent”) with respect to the Certificates which shall be authorized to act on
      behalf of the Owner Trustee in authenticating the Certificates in connection
      with the issuance, delivery, registration of transfer, exchange or repayment
      of
      the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as
      Authenticating Agent for the authentication of Certificates upon any
      registration of transfer or exchange of such Certificates. Whenever reference
      is
      made in this Agreement to the authentication of Certificates by the Owner
      Trustee or the Owner Trustee's certificate of authentication, such reference
      shall be deemed to include authentication on behalf of the Owner Trustee by
      an
      Authenticating Agent and a certificate of authentication executed on behalf
      of
      the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other
      than Citibank, N.A.) shall be subject to acceptance by the
      Depositor.

     


    
      
        
        

      

      
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    (b) Any
      institution succeeding to the corporate agency business of an Authenticating
      Agent shall continue to be an Authenticating Agent without the execution or
      filing of any paper or any further act on the part of the Owner Trustee or
      such
      Authenticating Agent.

     

    (c) An
      Authenticating Agent may at any time resign by giving written notice of
      resignation to the Owner Trustee and the Depositor. The Owner Trustee may at
      any
      time terminate the agency of an Authenticating Agent by giving notice of
      termination to such Authenticating Agent and to the Depositor. Upon receiving
      such a notice of resignation or upon such a termination, or in case at any
      time
      an Authenticating Agent shall cease to be acceptable to the Owner Trustee or
      the
      Depositor, the Owner Trustee promptly may appoint a successor Authenticating
      Agent with the consent of the Depositor. Any successor Authenticating Agent
      upon
      acceptance of its appointment hereunder shall become vested with all the rights,
      powers and duties of its predecessor hereunder, with like effect as if
      originally named as an Authenticating Agent.

     

    (d) The
      Depositor shall pay the Authenticating Agent from time to time reasonable
      compensation for its services under this Section 3.13.

     

    (e) Pursuant
      to an appointment made under this Section 3.13, the Certificates may have
      endorsed thereon, in lieu of the Owner Trustee's certificate of authentication,
      an alternate certificate of authentication in substantially the following
      form:

     

    This
      is
      one of the Certificates referred to in the within mentioned
      Agreement.

     

     

    
      	 	
              ______________________________________

              as
                Owner Trustee

               

              By:
                ___________________________________

              Authorized
                Officer

               

              or

               

              ______________________________________

              as
                Authenticating Agent for the Owner Trustee,

               

              By:
                ___________________________________

              Authorized
                Officer

            


    

     

     


    
      
        
        

      

      
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    Section
      3.14 Actions
      of Certificateholders.

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing; and except as herein otherwise expressly provided, such
      action shall become effective when such instrument or instruments are delivered
      to the Owner Trustee and, when required, to the Depositor or the Servicer.
      Proof
      of execution of any such instrument or of a writing appointing any such agent
      shall be sufficient for any purpose of this Agreement and conclusive in favor
      of
      the Owner Trustee, the Depositor and the Servicer, if made in the manner
      provided in this Section 3.14.

     

    (b) The
      fact
      and date of the execution by any Certificateholder of any such instrument or
      writing may be proved in any reasonable manner which the Owner Trustee deems
      sufficient. Any request, demand, authorization, direction, notice, consent,
      waiver or other act by a Certificateholder shall bind every Holder of every
      Certificate issued upon the registration of transfer thereof or in exchange
      therefor or in lieu thereof, in respect of anything done, or omitted to be
      done,
      by the Owner Trustee, the Depositor or the Servicer in reliance thereon,
      regardless of whether notation of such action is made upon such
      Certificate.

     

    (c) The
      Owner
      Trustee may require such additional proof of any matter referred to in this
      Section 3.14 as it shall deem necessary.

     

    ARTICLE
      4.

    ACTIONS
      BY OWNER TRUSTEE

     

    Section
      4.01 Prior
      Notice with Respect to Certain Matters.
      With
      respect to the following matters, the Owner Trustee shall not take action unless
      at least 30 days before the taking of such action, the Owner Trustee shall
      have
      notified the Servicer of record as of the preceding Record Date in writing
      of
      the proposed action and such Servicer shall not have notified the Owner Trustee
      in writing prior to the 30th day after such notice is given that such Servicer
      has withheld consent or provided alternative direction:

     

    (a) the
      initiation of any claim or lawsuit by the Trust (except claims or lawsuits
      brought in connection with the collection of the Receivables) and the compromise
      of any action, claim or lawsuit brought by or against the Trust (except with
      respect to the aforementioned claims or lawsuits for collection of the
      Receivables);

     

    (b) the
      election by the Trust to file an amendment to the Certificate of Trust (unless
      such amendment is required to be filed under the Statutory Trust
      Act);

     

    (c) the
      amendment of the Indenture by a supplemental indenture or any other change
      to
      this Agreement or any Basic Document in circumstances where the consent of
      any
      Noteholder is required;

     


    
      
        
        

      

      
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    (d) the
      amendment of the Indenture by a supplemental indenture or any other change
      to
      this Agreement or any Basic Document in circumstances where the consent of
      any
      Noteholder is not required and such amendment would materially adversely affect
      the interests of the Certificateholders;

     

    (e) the
      amendment, change or modification of the Administration Agreement, except to
      cure any ambiguity or to amend or supplement any provision in a manner or add
      any provision that would not materially adversely affect the interests of the
      Certificateholders;

     

    (f) the
      appointment pursuant to the Indenture of a successor Note Registrar, Paying
      Agent or Indenture Trustee or pursuant to this Agreement of a successor
      Certificate Registrar, or the consent to the assignment by the Note Registrar,
      Paying Agent or Indenture Trustee or Certificate Registrar of its obligations
      under the Indenture or this Agreement, as applicable;

     

    (g) the
      consent to the calling or waiver of any default of any Basic
      Document;

     

    (h) the
      consent to the assignment by the Indenture Trustee or Servicer of their
      respective obligations under any Basic Document, unless permitted in the Basic
      Documents;

     

    (i) except
      as
      provided in Article IX hereof, dissolve, terminate or liquidate the Trust in
      whole or in part;

     

    (j) merge
      or
      consolidate the Trust with or into any other entity, or convey or transfer
      all
      or substantially all of the Trust’s assets to any other entity;

     

    (k) cause
      the
      Trust to incur, assume or guaranty any indebtedness other than as set forth
      in
      this Agreement or the Basic Documents;

     

    (l) do
      any
      act that conflicts with any other Basic Document;

     

    (m) do
      any
      act that would make it impossible to carry on the ordinary business of the
      Trust
      as described in Section 2.03 hereof;

     

    (n) confess
      a
      judgment against the Trust;

     

    (o) possess
      Trust assets, or assign the Trust’s right to property, for other than a Trust
      purpose;

     

    (p) cause
      the
      Trust to lend any funds to any entity, unless permitted in the Basic Documents;
      or

     

    (q) change
      the Trust’s purpose and powers from those set forth in this
      Agreement.

     


    
      
        
        

      

      
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    In
      addition, the Trust shall not commingle its assets with those of any other
      entity. The Trust shall maintain its financial and accounting books and records
      separate from those of any other entity. Except as expressly set forth herein,
      the Trust shall not pay the indebtedness, operating expenses and liabilities
      of
      any other entity. The Trust shall maintain appropriate minutes or other records
      of all appropriate actions and shall maintain its office separate from the
      offices of the Depositor and the Servicer.

     

    The
      Owner
      Trustee shall not have the power, except upon the direction of the Servicer
      and
      to the extent otherwise consistent with the Basic Documents, to (i) remove
      or
      replace the Indenture Trustee, (ii) institute proceedings to have the Trust
      declared or adjudicated a bankrupt or insolvent, (iii) consent to the
      institution of bankruptcy or insolvency proceedings against the Trust, (iv)
      file
      a petition or consent to a petition seeking reorganization or relief on behalf
      of the Trust under any applicable federal or state law relating to bankruptcy,
      (v) consent to the appointment of a receiver, liquidator, assignee, trustee,
      sequestrator (or any similar official) of the Trust or a substantial portion
      of
      the property of the Trust, (vi) make any assignment for the benefit of the
      Trust’s creditors, (vii) cause the Trust to admit in writing its inability to
      pay its debts generally as they become due, (viii) take any action, or cause
      the
      Trust to take any action, in furtherance of any of the foregoing (any of the
      above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to
      the extent permitted by applicable law, no Certificateholder shall have the
      power to take, and shall not take, any Bankruptcy Action with respect to the
      Trust or direct the Owner Trustee to take any Bankruptcy Action with respect
      to
      the Trust.

     

    Section
      4.02 Action
      by Servicer with Respect to Certain Matters.
      The
      Owner Trustee shall not have the power, except upon the written direction of
      the
      Servicer to (a) remove the Administrator under the Administration Agreement
      pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant
      to
      Section 8 of the Administration Agreement, (c) remove the Servicer under the
      Sale and Servicing Agreement pursuant to Section 8.02 thereof, (d) amend the
      Sale and Servicing Agreement pursuant to Section 10.01(b) of such document,
      or
      (e) except as expressly provided in the Basic Documents, sell the Receivables
      after the termination of the Indenture. The Owner Trustee shall take the actions
      referred to in the preceding sentence only upon written instructions signed
      by
      the Certificateholders and Servicer.

     

    Section
      4.03 Action
      by Certificateholders with Respect to Bankruptcy.
      The
      Owner Trustee shall not have the power to commence a voluntary proceeding in
      bankruptcy relating to the Trust without the unanimous prior approval of all
      Certificateholders and the delivery to the Owner Trustee by each such
      Certificateholder of a certification certifying that such Certificateholder
      reasonably believes that the Trust is insolvent.

     

    Section
      4.04 Restrictions
      on Servicer’s Power.
      The
      Servicer shall not direct the Owner Trustee to take or to refrain from taking
      any action if such action or inaction would be contrary to any obligation of
      the
      Trust or the Owner Trustee under this Agreement or any of the Basic Documents
      or
      would be contrary to Section 2.03; nor shall the Owner Trustee be obligated
      to
      follow any such direction, if given.

     

     


    
      
        
        

      

      
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    Section
      4.05 Majority
      Control.
      Except
      as expressly provided herein, any action that may be taken by the
      Certificateholders under this Agreement may be taken by the Holders of Trust
      Certificates evidencing not less than a majority of the Certificate Percentage
      Interests. Except as expressly provided herein, any written notice of the
      Certificateholders delivered pursuant to this Agreement shall be effective
      if
      signed by Holders of Trust Certificates evidencing not less than a majority
      of
      the Certificate Percentage Interests at the time of the delivery of such
      notice.

     

    ARTICLE
      5.

    APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

     

    Section
      5.01 Establishment
      of Trust Account.
      The
      Paying Agent shall establish and maintain in the name of the Trust an Eligible
      Account (the “Certificate Distribution Account”), bearing a designation clearly
      indicating that the funds deposited therein are held for the benefit of the
      Certificateholders. The title of the Certificate Distribution Account shall
      be
“Hyundai Auto Receivables Trust 2008-A:  Certificate Distribution
      Account for the benefit of the Certificateholders”.

     

    The
      Trust
      shall possess all right, title and interest in all funds on deposit from time
      to
      time in the Certificate Distribution Account and in all proceeds thereof. Except
      as otherwise expressly provided herein, the Certificate Distribution Account
      shall be under the sole dominion and control of the Owner Trustee for the
      benefit of the Certificateholders. If, at any time, the Certificate Distribution
      Account ceases to be an Eligible Account, the Paying Agent shall within 10
      Business Days (or such longer period, not to exceed 30 calendar days, as to
      which each Rating Agency may consent) establish a new Certificate Distribution
      Account, as applicable, as an Eligible Account and shall transfer any cash
      or any investments to such new Certificate Distribution Account.

     

    Section
      5.02 Application
      of Trust Funds.

     

    (a) On
      each
      Payment Date, the Paying Agent shall distribute to Certificateholders all
      amounts deposited in the Certificate Distribution Account pursuant to Section
      5.05 of the Sale and Servicing Agreement with respect to such Payment Date
      based
      upon each Certificateholder’s Certificate Percentage Interest.

     

    (b) On
      each
      Payment Date, the Paying Agent shall send to each Certificateholder the
      statement or statements provided by the Servicer pursuant to Section 5.07 of
      the
      Sale and Servicing Agreement with respect to such Payment Date.

     

    Section
      5.03 Method
      of Payment.
      Subject
      to Section 9.01(c), distributions required to be made to Certificateholders
      on
      any Payment Date shall be made to each Certificateholder of record on the
      preceding Record Date either by wire transfer, in immediately available funds,
      to the account of such Certificateholder at a bank or other entity having
      appropriate facilities therefor, if (a) such Certificateholder shall have
      provided to the Certificate Registrar and the Paying Agent appropriate written
      instructions at least five Business Days prior to such Payment Date and (b)
      such
      Certificateholder is the Depositor, or an Affiliate thereof, or, if not, by
      check mailed to such Certificateholder at the address of such Certificateholder
      appearing in the Certificate Register.

     

     


    
      
        
        

      

      
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    Section
      5.04 Accounting
      and Reports to Certificateholders, the Internal Revenue Service and
      Others.
      At such
      time as there is more than one Certificateholder (for tax purposes), the
      Administrator (or agent on its behalf) shall:

     

    (a) unless
      otherwise required under the Code, maintain (or cause to be maintained) the
      books of the Trust on a calendar year basis and the accrual method of
      accounting,

     

    (b) deliver
      (or cause to be delivered) to each Certificateholder, as may be required by
      the
      Code and applicable Treasury Regulations, such information as may be required
      (including Schedule K-1) to enable each Certificateholder to prepare its federal
      and state income tax returns,

     

    (c) file
      (or
      cause to be filed) such tax returns relating to the Trust (including IRS Form
      1065), and make such elections as from time to time may be required or
      appropriate under any applicable state or federal statute or any rule or
      regulation thereunder so as to maintain the Trust’s characterization as a
      partnership for federal income tax purposes, and

     

    (d) cause
      such tax returns to be signed in the manner required by law. The parties to
      this
      Agreement agree and acknowledge that the Administrator shall perform the duties
      and obligations under this Section 5.04 in accordance with the Administration
      Agreement.

     

    Section
      5.05 Signature
      on Returns; Tax Matters Partner.

     

    (a) The
      Owner
      Trustee shall sign on behalf of the Trust the tax returns of the Trust provided
      to it in execution form, if any, unless applicable law requires a
      Certificateholder or another Person to sign such documents.

     

    (b) As
      long
      as the Trust is treated as a partnership for federal income tax purposes and
      the
      Depositor or an affiliate is a beneficial owner of a Trust Certificate, to
      the
      extent allowed by the Code, Hyundai Motor Finance Company shall be designated
      the “tax matters partner” of the Trust pursuant to Section 6231(a)(7) of the
      Code and applicable Treasury Regulations.

     

    Section
      5.06 Duties
      of Depositor on Behalf of Trust.
      Except
      to the extent such responsibilities are assumed by the Administrator in the
      Administration Agreement or the Servicer in the Sale and Servicing Agreement,
      the Depositor shall, on behalf of the Trust, prepare and, after execution by
      the
      Trust, file with the Securities and Exchange Commission and all applicable
      state
      agencies all documents required to be filed on a periodic basis with the SEC
      and
      all applicable state agencies (including any summaries thereof required by
      rules
      and regulations prescribed thereby), and transmit such summaries to the
      Noteholders pursuant to Section 7.03 of the Indenture.

     

     


    
      
        
        

      

      
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    ARTICLE
      6.

    AUTHORITY
      AND DUTIES OF OWNER TRUSTEE

     

    Section
      6.01 General
      Authority.
      The
      Owner Trustee is authorized and directed to execute and deliver the Basic
      Documents to which the Trust is to be a party and each certificate or other
      document attached as an exhibit to or contemplated by the Basic Documents to
      which the Trust is to be a party, in each case, in such form as the Depositor
      shall approve, as evidenced conclusively by the Owner Trustee’s execution
      thereof. In addition to the foregoing, the Owner Trustee is authorized, but
      shall not be obligated, to take all actions required of the Trust pursuant
      to
      the Basic Documents. The Owner Trustee is further authorized from time to time
      to take such action as the Administrator recommends with respect to the Basic
      Documents.

     

    Section
      6.02 General
      Duties.
      It
      shall be the duty of the Owner Trustee:

     

    (a) to
      discharge (or cause to be discharged) all of its responsibilities pursuant
      to
      the terms of this Agreement and to administer the Trust in the interest of
      the
      Certificateholders, subject to the Basic Documents and in accordance with the
      provisions of this Agreement; provided,
      however,
      that
      notwithstanding the foregoing, the Owner Trustee shall be deemed to have
      discharged its duties and responsibilities hereunder and under the Basic
      Documents to the extent the Administrator has agreed in the Administration
      Agreement to perform any act or to discharge any duty of the Owner Trustee
      hereunder or under any Basic Document, and the Owner Trustee shall not be held
      liable for the default or failure of the Administrator to carry out its
      obligations under the Administration Agreement; and

     

    (b) to
      cooperate with the Administrator in carrying out the Administrator’s obligation
      to qualify and preserve the Trust’s qualification to do business in each
      jurisdiction, if any, in which such qualification is or shall be necessary
      to
      protect the validity and enforceability of the Indenture, the Notes, the
      Receivables and any other instrument and agreement included in the Trust Estate;
      provided
      that the
      Owner Trustee may rely on advice of counsel with respect to such
      obligation.

     

    Section
      6.03 Action
      upon Instruction.

     

    (a) Subject
      to Article IV and in accordance with the terms of the Basic Documents, the
      Servicer may by written instruction direct the Owner Trustee in the management
      of the Trust. Such direction may be exercised at any time by written instruction
      of the Servicer pursuant to Article IV.

     

    (b) The
      Owner
      Trustee shall not be required to take any action hereunder or under any Basic
      Document if the Owner Trustee shall have reasonably determined, or shall have
      been advised by counsel, that such action is likely to result in liability
      on
      the part of the Owner Trustee or is contrary to the terms hereof or of any
      Basic
      Document or is otherwise contrary to law.

     


    
      
        
        

      

      
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    (c) Whenever
      the Owner Trustee is unable to decide between alternative courses of action
      permitted or required by the terms of this Agreement or under any Basic
      Document, the Owner Trustee shall promptly give notice (in such form as shall
      be
      appropriate under the circumstances) to the Servicer of record as of the
      preceding Record Date requesting instruction as to the course of action to
      be
      adopted, and to the extent the Owner Trustee acts in good faith in accordance
      with any written instruction of such Servicer received, the Owner Trustee shall
      not be liable on account of such action to any Person. If the Owner Trustee
      shall not have received appropriate instruction within 10 days of such notice
      (or within such shorter period of time as reasonably may be specified in such
      notice or may be necessary under the circumstances) it may, but shall be under
      no duty to, take or refrain from taking such action not inconsistent with this
      Agreement or the Basic Documents, as it shall deem to be in the best interests
      of the Certificateholders, and shall have no liability to any Person for such
      action or inaction.

     

    (d) In
      the
      event that the Owner Trustee is unsure as to the application of any provision
      of
      this Agreement or any Basic Document or any such provision is ambiguous as
      to
      its application, or is, or appears to be, in conflict with any other applicable
      provision, or in the event that this Agreement permits any determination by
      the
      Owner Trustee or is silent or is incomplete as to the course of action that
      the
      Owner Trustee is required to take with respect to a particular set of facts,
      the
      Owner Trustee may give notice (in such form as shall be appropriate under the
      circumstances) to the Servicer requesting instruction and, to the extent that
      the Owner Trustee acts or refrains from acting in good faith in accordance
      with
      any such instruction received, the Owner Trustee shall not be liable, on account
      of such action or inaction, to any Person. If the Owner Trustee shall not have
      received appropriate instruction within 10 days of such notice (or within
      such shorter period of time as reasonably may be specified in such notice or
      may
      be necessary under the circumstances) it may, but shall be under no duty to,
      take or refrain from taking such action not inconsistent with this Agreement
      or
      the Basic Documents, as it shall deem to be in the best interests of the
      Certificateholders, and shall have no liability to any Person for such action
      or
      inaction.

     

    Section
      6.04 No
      Duties Except as Specified in this Agreement or in Instructions.
      The
      Owner Trustee shall not have any duty or obligation to manage, make any payment
      with respect to, register, record, sell, dispose of, or otherwise deal with
      the
      Trust Estate, or to otherwise take or refrain from taking any action under,
      or
      in connection with, any document contemplated hereby to which the Owner Trustee
      or the Trust is a party, except as expressly provided by the terms of this
      Agreement or in any document or written instruction received by the Owner
      Trustee pursuant to Section 6.03, and no implied duties or obligations shall
      be
      read into this Agreement or any Basic Document against the Owner Trustee. The
      Owner Trustee shall have no responsibility for filing any financing or
      continuation statement in any public office at any time or to otherwise perfect
      or maintain the perfection of any security interest or Lien granted to it
      hereunder or to prepare or file any SEC filing or tax filing for the Trust
      or to
      record this Agreement or any Basic Document. The Owner Trustee nevertheless
      agrees that it will, at its own cost and expense, promptly take all action
      as
      may be necessary to discharge any Liens on any part of the Trust Estate that
      result from actions by, or claims against, the Owner Trustee in its individual
      capacity that are not related to the ownership or the administration of the
      Trust Estate.

     

     


    
      
        
        

      

      
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    Section
      6.05 No
      Action Except Under Specified Documents or Instructions.
      The
      Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
      deal
      with any part of the Trust Estate except (i) in accordance with the powers
      granted to and the authority conferred upon the Owner Trustee pursuant to this
      Agreement, (ii) in accordance with the Basic Documents or (iii) in accordance
      with any document or instruction delivered to the Owner Trustee pursuant to
      Section 6.03.

     

    Section
      6.06 Restrictions.
      The
      Owner Trustee shall not take any action that, to its actual knowledge, (a)
      is
      inconsistent with the purposes of the Trust set forth in Section 2.03 or (b)
      would result in the Trust becoming taxable as a corporation for federal income
      tax purposes or for state or local income or franchise tax purposes. The
      Certificateholders and Servicer shall not direct the Owner Trustee to take
      any
      action that would violate the provisions of this Section.

     

    ARTICLE
      7.

    CONCERNING
      THE OWNER TRUSTEE

     

    Section
      7.01 Acceptance
      of Trusts and Duties.
      The
      Owner Trustee accepts the trusts hereby created and agrees to perform its duties
      hereunder with respect to such trusts, but only upon the terms of this
      Agreement. The Owner Trustee also agrees to disburse all moneys actually
      received by it constituting part of the Trust Estate upon the terms of this
      Agreement. The Owner Trustee shall not be answerable or accountable hereunder
      or
      under any Basic Document under any circumstances, except (i) for its own willful
      misconduct or negligence or (ii) in the case of the inaccuracy of any
      representation or warranty contained in Section 7.03 expressly made by the
      Owner
      Trustee. In particular, but not by way of limitation (and subject to the
      exceptions set forth in the preceding sentence):

     

    (a) The
      Owner
      Trustee shall not be liable for any error of judgment made by a Trust Officer
      of
      the Owner Trustee;

     

    (b) The
      Owner
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in accordance with the instructions of the Servicer, the
      Administrator or any Certificateholder;

     

    (c) No
      provision of this Agreement or any Basic Document shall require the Owner
      Trustee to expend or risk funds or otherwise incur any financial liability
      in
      the performance of any of its rights or powers hereunder or under any Basic
      Document if the Owner Trustee shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured or provided to it;

     

    (d) Under
      no
      circumstances shall the Owner Trustee be liable for indebtedness evidenced
      by or
      arising under any of the Basic Documents, including the principal of and
      interest on the Notes;

     


    
      
        
        

      

      
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    (e) The
      Owner
      Trustee shall not be responsible for or in respect of the validity or
      sufficiency of this Agreement or for the due execution hereof by the Depositor
      or for the form, character, genuineness, sufficiency, value or validity of
      any
      of the Trust Estate, or for or in respect of the validity or sufficiency of
      the
      Basic Documents, other than the certificate of authentication on the Trust
      Certificates, and the Owner Trustee shall in no event assume or incur any
      liability, duty or obligation to any Noteholder or to any Certificateholder,
      other than as expressly provided for herein or expressly agreed to in the other
      Basic Documents;

     

    (f) The
      Owner
      Trustee shall not be responsible for monitoring the performance of, and shall
      not be liable for the default or misconduct of the Administrator, the Depositor,
      the Servicer, the Indenture Trustee or any other Person under any of the Basic
      Documents or otherwise, and the Owner Trustee shall have no obligation or
      liability to perform the obligations of the Trust under the Basic Documents
      other than as set forth in this Trust Agreement;

     

    (g) The
      Owner
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Agreement, or to institute, conduct or defend any
      litigation under this Agreement or otherwise or in relation to this Agreement
      or
      any Basic Document, at the request, order or direction of the Servicer, unless
      such Servicer has offered to the Owner Trustee security or indemnity
      satisfactory to it against the costs, expenses and liabilities that may be
      incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
      to perform any discretionary act enumerated in this Agreement or in any Basic
      Document shall not be construed as a duty, and the Owner Trustee shall not
      be
      answerable for other than its negligence or willful misconduct in the
      performance of any such act; and

     

    (h) The
      Certificateholders agree that during such time as the Owner Trustee is acting
      at
      the direction of the Servicer, any fiduciary duties or liabilities of the Owner
      Trustee to the Certificateholders in connection therewith shall be deemed not
      to
      violate any fiduciary duties owed by the Owner Trustee to the
      Certificateholders. However, in no event shall the Owner Trustee be deemed
      to
      owe any fiduciary duties to the Servicer.

     

    Section
      7.02 Furnishing
      of Documents.
      The
      Owner Trustee shall furnish to the Certificateholders, promptly upon receipt
      of
      a written request therefor, duplicates or copies of all reports, notices,
      requests, demands, certificates, financial statements and any other instruments
      furnished to the Owner Trustee under the Basic Documents.

     

    Section
      7.03 Representations
      and Warranties.
      The
      Owner Trustee hereby represents and warrants to the Depositor, for the benefit
      of the Certificateholders, that:

     

    (a) It
      is a
      banking corporation duly incorporated and validly existing in good standing
      under the laws of the State of Delaware. It has all requisite corporate power
      and authority to execute, deliver and perform its obligations under this
      Agreement.

     

    (b) It
      has
      taken all corporate action necessary to authorize the execution and delivery
      by
      it of this Agreement, and this Agreement will be executed and delivered by
      one
      of its officers who is duly authorized to execute and deliver this Agreement
      on
      its behalf.

     


    
      
        
        

      

      
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    (c) Neither
      the execution or the delivery by it of this Agreement, nor the consummation
      by
      it of the transactions contemplated hereby, nor compliance by it with any of
      the
      terms or provisions hereof will contravene any federal or Delaware law,
      governmental rule or regulation governing the banking or trust powers of the
      Owner Trustee or any judgment or order binding on it, or constitute any default
      under its charter documents or bylaws or any indenture, mortgage, contract,
      agreement or instrument to which it is a party or by which any of its properties
      may be bound.

     

    (d) It
      is a
      corporation satisfying the provisions of Section 3807(a) of the Statutory Trust
      Act; authorized to exercise corporate trust powers; having a combined capital
      and surplus of at least $50,000,000 and subject to supervision or examination
      by
      federal or state authorities; and having (or having a parent that has) time
      deposits that are rated at least A-1 by Standard & Poor’s and P-1 by Moody’s
      or who is otherwise acceptable to each Rating Agency.

     

    Section
      7.04 Reliance;
      Advice of Counsel.

     

    (a) The
      Owner
      Trustee shall incur no liability to anyone in acting upon any signature,
      instrument, notice, resolution, request, consent, order, certificate, report,
      opinion, bond, or other document or paper believed by it to be genuine and
      believed by it to be signed by the proper party or parties. The Owner Trustee
      may accept a certified copy of a resolution of the board of directors or other
      governing body of any corporate party as conclusive evidence that such
      resolution has been duly adopted by such body and that the same is in full
      force
      and effect. As to any fact or matter the method of determination of which is
      not
      specifically prescribed herein, the Owner Trustee may for all purposes hereof
      rely on a certificate, signed by the president or any vice president or by
      the
      treasurer or other authorized officers of the relevant party, as to such fact
      or
      matter, and such certificate shall constitute full protection to the Owner
      Trustee for any action taken or omitted to be taken by it in good faith in
      reliance thereon.

     

    (b) In
      the
      exercise or administration of the trust hereunder and in the performance of
      its
      duties and obligations under this Agreement or the Basic Documents, the Owner
      Trustee (i) may act directly or through its agents or attorneys pursuant to
      agreements entered into with any of them, and the Owner Trustee shall not be
      liable for the conduct or misconduct of such agents or attorneys if such agents
      or attorneys shall have been selected by the Owner Trustee with reasonable
      care,
      and (ii) may consult with counsel, accountants and other skilled Persons to
      be
      selected with reasonable care and employed by it. The Owner Trustee shall not
      be
      liable for anything done, suffered or omitted reasonably and in good faith
      by it
      in accordance with the opinion or advice of any such counsel, accountants or
      other such Persons.

     

    Section
      7.05 Not
      Acting in Individual Capacity.
      Except
      as provided in this Article VII, in accepting the trust hereby created,
      Wilmington Trust Company acts solely as Owner Trustee hereunder and not in
      its
      individual capacity, and all Persons having any claim against the Owner Trustee
      by reason of the transactions contemplated by this Agreement or any Basic
      Document shall look only to the Trust Estate for payment or satisfaction
      thereof.

     

     


    
      
        
        

      

      
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    Section
      7.06 Owner
      Trustee Not Liable for Trust Certificates or for Receivables.
      The
      recitals contained herein and in the Trust Certificates (other than the
      signature and countersignature of the Owner Trustee on the Trust Certificates)
      shall be taken as the statements of the Depositor, and the Owner Trustee assumes
      no responsibility for the correctness thereof. Except as set forth in Section
      7.03, the Owner Trustee makes no representations as to the validity or
      sufficiency of this Agreement, of any Basic Document or of the Trust
      Certificates (other than the signature and authentication of the Owner Trustee
      on the Trust Certificates) or the Notes, or of any Receivable or related
      documents. The Owner Trustee shall at no time have any responsibility or
      liability for or with respect to the legality, validity and enforceability
      of
      any Receivable or the perfection and priority of any security interest created
      by any Receivable in any Financed Vehicle or the maintenance of any such
      perfection and priority, or for or with respect to the sufficiency of the Trust
      Estate or its ability to generate the payments to be distributed to the
      Certificateholders under this Agreement or the Noteholders under the Indenture,
      including, without limitation:  (a) the existence, condition and
      ownership of any Financed Vehicle; (b) the existence and enforceability of
      any
      insurance thereon; (c) the existence and contents of any Receivable on any
      computer or other record thereof; (d) the validity of the assignment of any
      Receivable to the Trust or of any intervening assignment; (e) the
      completeness of any Receivable; (f) the performance or enforcement of any
      Receivable; and (g) the compliance by the Depositor or the Servicer with any
      warranty or representation made under any Basic Document or in any related
      document or the accuracy of any such warranty or representation, or any action
      of the Administrator, the Indenture Trustee or the Servicer or any subservicer
      taken in the name of the Owner Trustee.

     

    Section
      7.07 Owner
      Trustee May Own Trust Certificates and Notes.
      The
      Owner Trustee in its individual or any other capacity may become the owner
      or
      pledgee of Trust Certificates or Notes and may deal with the Depositor, the
      Administrator, the Indenture Trustee and the Servicer in banking transactions
      with the same rights as it would have if it were not Owner Trustee.

     

    Section
      7.08 Doing
      Business in Other Jurisdictions.
      Notwithstanding anything contained herein to the contrary, neither Wilmington
      Trust Company nor the Owner Trustee shall be required to take any action in
      any
      jurisdiction other than in the State of Delaware if the taking of such action
      will (a) require the consent or approval or authorization or order of, or the
      giving of notice to, or the registration with, or the taking of any other action
      required by, any state or other governmental authority or agency of any
      jurisdiction other than the State of Delaware; (b) result in any fee, tax
      or other governmental charge under the laws of any jurisdiction or any political
      subdivisions thereof in existence on the date hereof other than the State of
      Delaware becoming payable by Wilmington Trust Company or the Owner Trustee;
      or
      (c) subject Wilmington Trust Company or the Owner Trustee to personal
      jurisdiction in any jurisdiction other than the State of Delaware for causes
      of
      action arising from acts unrelated to the consummation of the transactions
      by
      Wilmington Trust Company or the Owner Trustee, as the case may be, contemplated
      hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which
      advice shall be an expense of the Administrator under Section 8.01 of this
      Agreement) to determine whether any action required to be taken pursuant to
      the
      Agreement results in the consequences described in clauses (a), (b) and (c)
      of
      the preceding sentence. In the event that said counsel advises the Owner Trustee
      that such action will result in such consequences, the Trust will appoint an
      additional trustee pursuant to Section 10.05 hereof to proceed with such
      action.

     

     


    
      
        
        

      

      
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    Section
      7.09 Paying
      Agent; Authenticating Agent.
      The
      rights and protections afforded to the Owner Trustee pursuant to this Agreement,
      including without limitation Articles VII and VIII hereof, shall also be
      afforded to the Paying Agent, Authenticating Agent and Certificate
      Registrar.

     

    ARTICLE
      8.

    COMPENSATION
      OF OWNER TRUSTEE

     

    Section
      8.01 Owner
      Trustee’s Fees and Expenses.
      The
      Administrator shall pay to the Owner Trustee as compensation for its services
      hereunder such fees as have been separately agreed upon before the date hereof
      between the Administrator and the Owner Trustee, and the Administrator shall
      reimburse the Owner Trustee for its other reasonable expenses hereunder,
      including the reasonable compensation, expenses and disbursements of such
      agents, representatives, experts and counsel as the Owner Trustee may employ
      in
      connection with the exercise and performance of its rights and its duties
      hereunder and under the Basic Documents.

     

    Section
      8.02 Indemnification.
      The
      Administrator shall be liable as primary obligor for, and shall indemnify the
      Owner Trustee (including in its individual capacity) and its officers,
      directors, employees, successors, assigns, agents and servants (collectively,
      the “Indemnified Parties”) from and against, any and all liabilities,
      obligations, losses, damages, taxes (excluding any net income, profits,
      franchise or similar taxes on income earned by the Owner Trustee), claims,
      actions and suits, and any and all reasonable costs, expenses and disbursements
      (including reasonable legal fees and expenses) of any kind and nature whatsoever
      (collectively, “Expenses”) which may at any time be imposed on, incurred by, or
      asserted against the Owner Trustee or any Indemnified Party in any way relating
      to or arising out of this Agreement, the Basic Documents, the Trust Estate,
      the
      administration of the Trust Estate or the action or inaction of an Indemnified
      Party hereunder, except only that the Administrator shall not be liable for
      or
      required to indemnify an Indemnified Party from and against Expenses arising
      or
      resulting from any of the matters described in the third sentence of Section
      7.01. The indemnities contained in this Section shall survive the resignation
      or
      termination of the Owner Trustee or the termination of this Agreement. In the
      event of any claim, action or proceeding for which indemnity will be sought
      pursuant to this Section, the Indemnified Party’s choice of legal counsel shall
      be subject to the approval of the Administrator, which approval shall not be
      unreasonably withheld.

     

    Section
      8.03 Payments
      to the Owner Trustee.
      Any
      amounts paid pursuant to this Article VIII may be paid as set forth in Section
      4.16 and Section 5.05(b) of the Sale and Servicing Agreement and shall be deemed
      not to be a part of the Trust Estate immediately after such
      payment.

     

     


    
      
        
        

      

      
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    ARTICLE
      9.

    TERMINATION
      OF TRUST AGREEMENT

     

    Section
      9.01 Termination
      of Trust Agreement.

     

    (a) This
      Agreement (other than Section 5.05 and Article VIII) and the Trust shall
      terminate and be of no further force or effect upon the final distribution
      by
      the Owner Trustee of all moneys or other property or proceeds of the Trust
      Estate in accordance with the terms of the Indenture, the Sale and Servicing
      Agreement and Article V. The bankruptcy, liquidation, dissolution, death or
      incapacity of any Certificateholder shall not (i) operate to terminate this
      Agreement or the Trust, (ii) entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of all or any part of
      the
      Trust or Trust Estate or (iii) otherwise affect the rights, obligations and
      liabilities of the parties hereto.

     

    (b) Except
      as
      provided in Section 9.01(a), neither the Depositor nor any Certificateholder
      shall be entitled to revoke or terminate the Trust.

     

    (c) Notice
      of
      any termination of the Trust, specifying the Payment Date upon which
      Certificateholders shall surrender their Trust Certificates to the Paying Agent
      for payment of the final distribution and cancellation, shall be given by the
      Owner Trustee by letter to the Certificateholders mailed within five Business
      Days of receipt of notice of such termination from the Servicer given pursuant
      to Section 9.01 of the Sale and Servicing Agreement, stating (i) the Payment
      Date upon or with respect to which final payment of the Trust Certificates
      shall
      be made upon presentation and surrender of the Trust Certificates at the office
      of the Paying Agent therein designated, (ii) the amount of any such final
      payment and (iii) that the Record Date otherwise applicable to such Payment
      Date
      is not applicable, payments being made only upon presentation and surrender
      of
      the Trust Certificates at the office of the Paying Agent therein specified.
      The
      Owner Trustee shall give such notice to the Certificate Registrar (if other
      than
      the Owner Trustee) and the Paying Agent at the time such notice is given to
      the
      Certificateholders. Upon presentation and surrender of the Trust Certificates,
      the Paying Agent shall cause to be distributed to the Certificateholders amounts
      distributable on such Payment Date pursuant to Section 5.02.

     

    In
      the
      event that all of the Certificateholders shall not surrender their Trust
      Certificates for cancellation within six months after the date specified in
      the
      above mentioned written notice, the Owner Trustee shall give a second written
      notice to the remaining Certificateholders to surrender their Trust Certificates
      for cancellation and receive the final distribution with respect thereto. If
      within one year after the second notice all the Trust Certificates shall not
      have been surrendered for cancellation, the Owner Trustee may take appropriate
      steps, or may appoint an agent to take appropriate steps, to contact the
      remaining Certificateholders concerning surrender of their Trust Certificates,
      and the cost thereof shall be paid out of the funds and other assets that shall
      remain subject to this Agreement. Any funds remaining in the Trust after
      exhaustion of such remedies shall be distributed by the Owner Trustee to the
      Depositor, subject to applicable escheat laws.

     


    
      
        
        

      

      
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    (d) Upon
      the
      winding up of the Trust and the written instructions of the Depositor, the
      Owner
      Trustee shall cause the Certificate of Trust to be cancelled by filing a
      certificate of cancellation with the Secretary of State in accordance with
      the
      provisions of Section 3810 of the Statutory Trust Act. Thereupon the Trust
      and
      this Agreement (other than Article VIII) shall terminate.

     

    ARTICLE
      10.

    SUCCESSOR
      OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     

    Section
      10.01 Eligibility
      Requirements for Owner Trustee.
      The
      Owner Trustee shall at all times be a corporation satisfying the provisions
      of
      Section 3807(a) of the Statutory Trust Act; authorized to exercise corporate
      trust powers; having a combined capital and surplus of at least $50,000,000
      and
      subject to supervision or examination by federal or state authorities; and
      having (or having a parent that has) time deposits that are rated at least
      A-1
      by Standard & Poor’s and P-1 by Moody’s, or which is otherwise acceptable to
      each Rating Agency. If such corporation shall publish reports of condition
      at
      least annually pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purpose of this Section, the
      combined capital and surplus of such corporation shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. In case at any time the Owner Trustee shall cease to be eligible
      in accordance with the provisions of this Section, the Owner Trustee shall
      resign immediately in the manner and with the effect specified in Section
      10.02.

     

    Section
      10.02 Resignation
      or Removal of Owner Trustee.
      The
      Owner Trustee may at any time resign and be discharged from the trusts hereby
      created by giving written notice thereof to the Administrator, the Indenture
      Trustee and the Rating Agencies. Upon receiving such notice of resignation,
      the
      Administrator shall promptly appoint a successor Owner Trustee by written
      instrument, in duplicate, one copy of which instrument shall be delivered to
      the
      resigning Owner Trustee and one copy to the successor Owner Trustee. If no
      successor Owner Trustee shall have been so appointed and have accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Owner Trustee may petition any court of competent jurisdiction for
      the
      appointment of a successor Owner Trustee.

     

    If
      at any
      time the Owner Trustee shall cease to be eligible in accordance with the
      provisions of Section 10.01 and shall fail to resign after written request
      therefor by the Administrator, or if at any time the Owner Trustee shall be
      legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
      of the Owner Trustee or of its property shall be appointed, or any public
      officer shall take charge or control of the Owner Trustee or of its property
      or
      affairs for the purpose of rehabilitation, conservation or liquidation, then
      the
      Administrator may remove the Owner Trustee. If the Administrator shall remove
      the Owner Trustee under the authority of the immediately preceding sentence,
      the
      Administrator shall promptly appoint a successor Owner Trustee by written
      instrument, in duplicate, one copy of which instrument shall be delivered to
      the
      outgoing Owner Trustee so removed and one copy to the successor Owner Trustee,
      and shall pay all fees owed to the outgoing Owner Trustee.

     


    
      
        
        

      

      
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    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to Section 10.03 and payment of all fees and expenses owed to the
      outgoing Owner Trustee. The Administrator shall provide notice of such
      resignation or removal of the Owner Trustee to each Rating Agency.

     

    Section
      10.03 Successor
      Owner Trustee.
      Any
      successor Owner Trustee appointed pursuant to Section 10.01 or 10.02 shall
      execute, acknowledge and deliver to the Administrator and to its predecessor
      Owner Trustee an instrument accepting such appointment under this Agreement,
      and
      thereupon the resignation or removal of the predecessor Owner Trustee shall
      become effective, and such successor Owner Trustee, without any further act,
      deed or conveyance, shall become fully vested with all the rights, powers,
      duties and obligations of its predecessor under this Agreement, with like effect
      as if originally named as Owner Trustee. The predecessor Owner Trustee shall,
      upon payment of its fees and expenses, deliver to the successor Owner Trustee
      all documents and statements and monies held by it under this Agreement; and
      the
      Administrator and the predecessor Owner Trustee shall execute and deliver such
      instruments and do such other things as may reasonably be required for fully
      and
      certainly vesting and confirming in the successor Owner Trustee all such rights,
      powers, duties and obligations.

     

    No
      successor Owner Trustee shall accept appointment as provided in this Section
      unless at the time of such acceptance such successor Owner Trustee shall be
      eligible pursuant to Section 10.01.

     

    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this Section,
      the Administrator shall mail notice thereof to all Certificateholders, the
      Servicer, the Indenture Trustee, the Noteholders and the Rating Agencies. If
      the
      Administrator shall fail to mail such notice within 10 days after acceptance
      of
      such appointment by the successor Owner Trustee, the successor Owner Trustee
      shall cause such notice to be mailed at the expense of the
      Administrator.

     

    Any
      successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly
      file an amendment to the Certificate of Trust with the Secretary of State
      identifying the name and principal place of business of such successor Owner
      Trustee in the State of Delaware.

     

    Section
      10.04 Merger
      or Consolidation of Owner Trustee.
      Any
      Person into which the Owner Trustee may be merged or converted or with which
      it
      may be consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Owner Trustee shall be a party, or any Person
      succeeding to all or substantially all of the corporate trust business of the
      Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
      the execution or filing of any instrument or any further act on the part of
      any
      of the parties hereto, anything herein to the contrary notwithstanding;
provided,
      that
      such Person shall be eligible pursuant to Section 10.01; and provided
      further,
      that the
      Owner Trustee shall mail notice of such merger or consolidation to each Rating
      Agency; and provided
      further,
      that
      such successor Owner Trustee shall file an amendment to the Certificate of
      Trust
      as described in Section 10.03.

     

     


    
      
        
        

      

      
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    Section
      10.05 Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Agreement, at any time, for the
      purpose of meeting any legal requirements of any jurisdiction in which any
      part
      of the Trust Estate or any Financed Vehicle may at the time be located, the
      Administrator and the Owner Trustee acting jointly shall have the power and
      shall execute and deliver all instruments to appoint one or more Persons
      approved by the Administrator and Owner Trustee to act as co-trustee, jointly
      with the Owner Trustee, or as separate trustee or separate trustees, of all
      or
      any part of the Trust Estate, and to vest in such Person, in such capacity,
      such
      title to the Trust Estate or any part thereof and, subject to the other
      provisions of this Section, such powers, duties, obligations, rights and trusts
      as the Administrator and the Owner Trustee may consider necessary or desirable.
      If the Administrator shall not have joined in such appointment within 15 days
      after the receipt by it of a request so to do, the Owner Trustee alone shall
      have the power to make such appointment. No co-trustee or separate trustee
      under
      this Agreement shall be required to meet the terms of eligibility as a successor
      Owner Trustee pursuant to Section 10.01 and no notice of the appointment of
      any
      co-trustee or separate trustee shall be required pursuant to Section
      10.03.

     

    Each
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (a) All
      rights, powers, duties and obligations conferred or imposed upon the Owner
      Trustee shall be conferred upon and exercised or performed by the Owner Trustee
      and such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Owner Trustee joining in such act), except to the extent that under any law
      of
      any jurisdiction in which any particular act or acts are to be performed, the
      Owner Trustee shall be incompetent or unqualified to perform such act or acts,
      in which event such rights, powers, duties and obligations (including the
      holding of title to the Trust Estate or any portion thereof in any such
      jurisdiction) shall be exercised and performed singly by such separate trustee
      or co-trustee, but solely at the direction of the Owner Trustee;

     

    (b) No
      trustee under this Agreement shall be personally liable by reason of any act
      or
      omission of any other trustee under this Agreement; and

     

    (c) The
      Administrator and the Owner Trustee acting jointly may at any time accept the
      resignation of or remove any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Owner Trustee shall be deemed
      to
      have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Agreement and the conditions
      of this Article. Each separate trustee and co-trustee, upon its acceptance
      of
      the trusts conferred, shall be vested with the estates or property specified
      in
      its instrument of appointment, either jointly with the Owner Trustee or
      separately, as may be provided therein, subject to all the provisions of this
      Agreement, specifically including every provision of this Agreement relating
      to
      the conduct of, affecting the liability of, or affording protection to, the
      Owner Trustee. Each such instrument shall be filed with the Owner Trustee and
      a
      copy thereof given to the Administrator.

     


    
      
        
        

      

      
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    Any
      separate trustee or co-trustee may at any time appoint the Owner Trustee as
      its
      agent or attorney-in-fact with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Owner Trustee, to the extent permitted by law, without the appointment of a
      new
      or successor co-trustee or separate trustee.

     

    ARTICLE
      11.

    MISCELLANEOUS

     

    Section
      11.01 Supplements
      and Amendments.
      This
      Agreement may be amended by the Depositor and the Owner Trustee, with prior
      written notice to each Rating Agency, without the consent of 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 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, as evidenced by the satisfaction of the Rating Agency
      Condition with respect to such amendment, materially and adversely affect in
      any
      material respect the interests of any Noteholder or Certificateholder;
provided,
      further,
      that
      such amendment shall not be deemed to adversely affect in any material respect
      the interest of any Noteholder or Certificateholder if the person requesting
      such amendment obtains a letter from the Rating Agencies stating that the
      amendment would not result in the downgrading or withdrawal of the ratings
      then
      assigned to the Notes and Trust Certificates.

     

    This
      Agreement may also be amended from time to time by the Depositor and the Owner
      Trustee, with prior written notice to each Rating Agency, with the consent
      of
      the Holders (as defined in the Indenture) of Notes evidencing not less than
      a
      majority of the Outstanding Amount of the Notes and the consent of the Holders
      of Trust Certificates evidencing not less than a majority of the Certificate
      Percentage Interests, for the purpose of adding any provisions to or changing
      in
      any manner or eliminating any of the provisions of this Agreement or of
      modifying in any manner the rights of the Noteholders or the Certificateholders;
      provided,
      however,
      that no
      such amendment shall (a) reduce the interest rate or principal amount of any
      Note or Certificate or delay the Stated Maturity Date of any Note without the
      consent of the Holder of such Note or (b) reduce the aforesaid percentage of
      the
      Outstanding Amount of the Notes and the Certificate Percentage Interest required
      to consent to any such amendment, without the consent of the Holders of all
      then-outstanding Notes and Trust Certificates.

     

    This
      Agreement may be amended by the Depositor and the Owner Trustee to modify the
      provisions of Section 2.03 to change the permitted purposes and powers of the
      Trust; provided,
      however,
      that
      (i) the Indenture Trustee shall receive an Opinion of Counsel stating that
      such
      amendment will not have a material adverse effect on any Noteholder and (ii)
      such amendment shall not, as evidenced by the satisfaction of the Rating Agency
      Condition with respect to such amendment, materially and adversely affect in
      any
      material respect the interests of any Noteholder or
      Certificateholder.

     


    
      
        
        

      

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

     

    It
      shall
      not be necessary for the consent of Certificateholders or Noteholders 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. The manner of obtaining such consents (and any other consents of
      Certificateholders provided for in this Agreement or in any other Basic
      Document) and of evidencing the authorization of the execution thereof by
      Certificateholders shall be subject to such reasonable requirements as the
      Owner
      Trustee may prescribe.

     

    Promptly
      after the execution of any amendment to the Certificate of Trust, the Owner
      Trustee shall cause the filing of such amendment with the Secretary of
      State.

     

    Prior
      to
      the execution of any amendment to this Agreement or the Certificate of Trust,
      the Owner 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. The Owner Trustee may, but shall not be obligated to, enter
      into any such amendment that affects the Owner Trustee’s own rights, duties or
      immunities under this Agreement or otherwise.

     

    In
      connection with the execution of any amendment to this Agreement or any
      amendment of any other agreement to which the Trust is a party, the Owner
      Trustee shall be entitled to receive and conclusively rely upon an Opinion
      of
      Counsel to the effect that such amendment is authorized or permitted by the
      Basic Documents and that all conditions precedent in the Basic Documents for
      the
      execution and delivery thereof by the Trust or the Owner Trustee, as the case
      may be, have been satisfied.

     

    Section
      11.02 No
      Legal Title to Trust Estate in Certificateholders.
      Neither
      the Depositor nor the Certificateholders shall have legal title to any part
      of
      the Trust Estate. The Certificateholders shall be entitled to receive
      distributions with respect to their undivided ownership interest therein only
      in
      accordance with Articles V and IX. No transfer, by operation of law or
      otherwise, of any right, title or interest of the Certificateholders to and
      in
      their ownership interest in the Trust Estate shall operate to terminate this
      Agreement or the trusts hereunder or entitle any transferee to an accounting
      or
      to the transfer to it of legal title to any part of the Trust
      Estate.

     

    Section
      11.03 Limitations
      on Rights of Others.
      The
      provisions of this Agreement are solely for the benefit of the Owner Trustee,
      the Depositor, the Certificateholders, the Administrator and, to the extent
      expressly provided herein, the Indenture Trustee, the Servicer 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.

     

     


    
      
        
        

      

      
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    Section
      11.04 Notices.

     

    (a) Unless
      otherwise expressly specified or permitted by the terms hereof, all notices
      shall be in writing and shall be deemed given upon receipt by the intended
      recipient or three Business Days after mailing if mailed by certified mail,
      postage prepaid (except that notice to the Owner Trustee shall be deemed given
      only upon actual receipt by the Owner Trustee), if to the Owner Trustee,
      addressed to the Corporate Trust Office; if to the Depositor, addressed to
      10550
      Talbert Avenue, Fountain Valley, CA 92708, Attention: Vice President, Finance,
      with a copy to General Counsel; or, as to each party, at such other address
      as
      shall be designated by such party in a written notice to each other party.
      A
      copy of any such notice shall also be mailed to the Servicer, addressed to
      10550
      Talbert Avenue, Fountain Valley, CA 92708, Attention: Vice President,
      Finance, with a copy to General Counsel.

     

    (b) Any
      notice required or permitted to be given to a Certificateholder shall be given
      by first class mail, postage prepaid, at the address of such Certificateholder
      as shown in the Certificate Register. Any notice so mailed within the time
      prescribed in this Agreement shall be conclusively presumed to have been duly
      given, whether or not such Certificateholder receives such notice.

     

    Section
      11.05 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
      11.06 Separate
      Counterparts.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

     

    Section
      11.07 Successors
      and Assigns.
      All
      covenants and agreements contained herein shall be binding upon, and inure
      to
      the benefit of, each of the Depositor and its permitted assignees, the Owner
      Trustee and its successors and each Certificateholder and its successors and
      permitted assigns, all as herein provided. Any request, notice, direction,
      consent, waiver or other instrument or action by a Certificateholder shall
      bind
      the successors and assigns of such Certificateholder.

     

    Section
      11.08 Covenants
      of the Depositor.
      The
      Depositor will not at any time institute against the Trust any bankruptcy
      proceedings under any United States federal or state bankruptcy or similar
      law
      in connection with any obligations relating to the Trust Certificates, the
      Notes, this Agreement or any of the other Basic Documents.

     

    Section
      11.09 No
      Petition.
      To the
      fullest extent permitted by applicable law, the Owner Trustee, by entering
      into
      this Agreement, each Certificateholder, by accepting a Trust Certificate, and
      the Indenture Trustee and each Noteholder, by accepting the benefits of this
      Agreement, hereby covenant and agree that they will not at any time institute
      against the Depositor or the Trust or join in any institution against the
      Depositor or the Trust of, any bankruptcy proceedings under any United States
      federal or state bankruptcy or similar law in connection with any obligations
      relating to the Trust Certificates, the Notes, this Agreement or any of the
      Basic Documents.

     

     


    
      
        
        

      

      
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    Section
      11.10 No
      Recourse.

     

    (a) Each
      Certificateholder by accepting a Trust Certificate acknowledges that such Trust
      Certificate represents a beneficial interest in the Trust only and does not
      represent an interest in or an obligation of the Depositor, the Servicer, the
      Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof
      and no recourse may be had against such parties or their assets, except as
      may
      be expressly set forth or contemplated in this Agreement, the Trust Certificates
      or the Basic Documents.

     

    (b) In
      furtherance of and not in derogation of the foregoing, to the extent the
      Depositor enters into other securitization transactions, each Certificateholder,
      by accepting a Trust Certificate, acknowledges and agrees that it shall have
      no
      right, title or interest in or to any assets or interests therein of the
      Depositor (other than the Trust Estate and Reserve Account relating to this
      transaction) conveyed or purported to be conveyed by the Depositor to another
      securitization trust or other Person or Persons in connection therewith (whether
      by way of a sale, capital contribution or by virtue of the granting of a lien)
      (“Other Assets”). To the extent that, notwithstanding the agreements and
      provisions contained herein, a Certificateholder either (i) asserts an
      interest or claim to, or benefit from, Other Assets, whether asserted against
      or
      through the Depositor or any other Person owned by the Depositor, or (ii) is
      deemed to have any such interest, claim 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
      Federal Bankruptcy Code or any successor provision having similar effect under
      the Bankruptcy Code), and whether deemed asserted against or through the
      Depositor or any other Person owned by the Depositor, then each
      Certificateholder, by accepting a Trust Certificate, further acknowledges and
      agrees that any such interest, claim or benefit in or from Other Assets is
      and
      shall be expressly subordinated to the indefeasible payment in full of all
      obligations and liabilities of the Depositor which, under the terms of the
      relevant documents relating to the securitization 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 priority of distribution or
      application under applicable law, including insolvency laws, and whether
      asserted against Depositor or any other Person owned by the Depositor),
      including the payment of post-petition interest on such other obligations and
      liabilities. This subordination agreement shall be deemed a subordination
      agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each
      Certificateholder, by acceptance of a Trust Certificate, further acknowledges
      and agrees that no adequate remedy at law exists for a breach of this paragraph
      and the terms of this paragraph may be enforced by an action for specific
      performance. The provisions of this paragraph shall be for the third party
      benefit of those entitled to rely thereon and shall survive the termination
      of
      this Agreement.

     

    Section
      11.11 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.

     

     


    
      
        
        

      

      
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    Section
      11.12 GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

     

    Section
      11.13 [Reserved]

     

    Section
      11.14 Sarbanes-Oxley.
      Notwithstanding anything to the contrary herein or in any other document, the
      Owner Trustee shall not be required to execute, deliver or certify on behalf
      of
      the Trust, the Servicer, the Depositor or any other Person any filings,
      certificates, affidavits or other instruments required by the SEC or required
      under the Sarbanes-Oxley Act of 2002. Notwithstanding any Person’s right to
      instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee,
      director or officer of the Owner Trustee shall have any obligation to execute
      any certificates or other documents required by the SEC or required pursuant
      to
      the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated
      thereunder, and the refusal to comply with any such instructions shall not
      constitute a default or breach under this Agreement or any other document in
      connection herewith.

     

    ARTICLE
      12.

    COMPLIANCE
      WITH REGULATION AB

     

    Section
      12.01 Intent
      of the Parties; Reasonableness.
      The
      Depositor and the Owner Trustee acknowledge and agree that the purpose of this
      Article 12 is to facilitate compliance by the Depositor with the provisions
      of
      Regulation AB and related rules and regulations of the Commission. The Depositor
      shall not exercise its right to request delivery of information or other
      performance under these provisions other than in good faith, or for purposes
      other than compliance with the Securities Act, the Exchange Act and the rules
      and regulations of the Commission under the Securities Act and the Exchange
      Act.
      The Owner Trustee 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, and agrees
      to
      comply with reasonable requests made by the Depositor in good faith for delivery
      of information under these provisions on the basis of evolving interpretations
      of Regulation AB. The Owner Trustee shall cooperate in good faith with any
      reasonable request by the Depositor for information regarding the Owner Trustee
      that is necessary or required, in the reasonable good faith determination of
      the
      Depositor, to permit the Depositor to comply with the provisions of Regulation
      AB.

     

    Section
      12.02 Additional
      Representations and Warranties of the Owner Trustee.

     

    (a) The
      Owner
      Trustee shall be deemed to represent and warrant to the Depositor as of the
      date
      hereof and on each date on which information is provided to the Depositor under
      Sections 12.01, 12.02(b) or 12.03 that, except as disclosed in writing to
      the Depositor prior to such date: (i) it is not aware and has not received
      notice that any default, early amortization or other performance triggering
      event has occurred as to any other securitization transaction due
      to
      any default of the Owner Trustee; (ii) there are no aspects of its financial
      condition that could have a material adverse effect on the performance by it
      of
      its trustee obligations under this Agreement or any other securitization
      transaction as to which it is a trustee; (iii) there are no material legal
      or
      governmental proceedings pending (or known to be contemplated) against it that
      would be material to Noteholders; (iv) there are no relationships or
      transactions (as described in Item 1119(b) of Regulation AB) relating to the
      Owner Trustee with respect to the Depositor or any sponsor, issuing entity,
      servicer, trustee, originator, significant obligor, enhancement or support
      provider or other material transaction party (as each of such terms are used
      in
      Regulation AB) relating to the securitization transaction contemplated by this
      Trust Agreement, as identified in the prospectus supplement related to such
      securitization transaction (each, a “Transaction Party”) that are outside the
      ordinary course of business or on terms other than would be obtained in an
      arm’s
      length transaction with an unrelated third party, apart from the securitization
      transaction contemplated by this Agreement, and that are material to the
      investors’ understanding of the Notes; and (v) the Owner Trustee is not an
      affiliate (as contemplated by Item 1119(a) of Regulation AB) of any Transaction
      Party. The Depositor shall notify the Owner Trustee of any change in the
      identity of a Transaction Party after the Closing Date at least five (5)
      Business Days prior to January 31 of each calendar year.

     


    
      
        
        

      

      
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    (b) If
      so
      requested by the Depositor on any date following the Closing Date, the Owner
      Trustee shall, within five (5) Business Days following such request, confirm
      in
      writing the accuracy of the representations and warranties set forth in
      paragraph (a) of this Section or, if any such representation and warranty
      is not accurate as of the date of such confirmation, provide the pertinent
      facts, in writing, to the Depositor. Any such request from the Depositor shall
      not be given more than once each calendar quarter, unless the Depositor shall
      have a reasonable basis for questioning the accuracy of any of the
      representations and warranties.

     

    Section
      12.03 Information
      to Be Provided by the Owner Trustee.

     

    (a) For
      so
      long as the Notes are outstanding, for the purpose of satisfying the Depositor’s
      reporting obligation under the Exchange Act with respect to the Notes, the
      Owner
      Trustee shall provide to the Depositor a written description of (i) the
      commencement of, a material development in or, if applicable, the termination
      of, any and all legal proceedings against the Owner Trustee or any and all
      proceedings of which any property of the Owner Trustee is the subject, that
      would be material to Noteholders;
      and (ii) any such proceedings known to be contemplated by governmental
      authorities that would be material to Noteholders. The Owner Trustee shall
      also
      notify the Depositor, in writing, as promptly as practicable following notice
      to
      or discovery by a Responsible Officer of the Owner Trustee of any material
      changes to proceedings described in the preceding sentence. In addition, the
      Owner Trustee will furnish to the Depositor, in writing, the necessary
      disclosure regarding the Owner Trustee describing such proceedings required
      to
      be disclosed under Item 1117 of Regulation AB, for inclusion in reports filed
      by
      or on behalf of the Depositor pursuant to the Exchange Act. The Depositor will
      allow the Owner Trustee to review any disclosure relating to material litigation
      against the Owner Trustee prior to filing such disclosure with the Commission
      to
      the extent the Depositor changes the information provided by the Owner Trustee.
      Any
      descriptions required with respect to legal proceedings, as well as updates
      to
      previously provided descriptions, under this Section 12.03(a) shall be
      given no later than five (5) Business Days prior to the Determination Date
      following the month in which the relevant event occurs. 

     


    
      
        
        

      

      
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    (1) For
      so
      long as the Notes are outstanding, for the purpose of satisfying the Depositor’s
      reporting obligation under the Exchange Act with respect to the Notes, the
      Owner
      Trustee shall, no later than January 31 of each calendar year, (i) provide
      to the Depositor such information regarding the Owner Trustee as is required
      for
      the purpose of compliance with Item 1119 of Regulation AB; provided, however,
      the Owner 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
      Owner Trustee to the Depositor; and (ii) as promptly as practicable following
      notice to or discovery by a Responsible Officer of the Owner Trustee of any
      changes to such information, provide to the Depositor, in writing, such updated
      information. Such information shall include, at a minimum, a description of
      any
      affiliation between the Owner Trustee and any Transaction Party.

     

    In
      addition, the Owner Trustee shall provide a description of whether there is,
      and
      if so the general character of, any business relationship, agreement,
      arrangement, transaction or understanding between the Owner Trustee and any
      Transaction Party that is entered into outside the ordinary course of business
      or is on terms other than would be obtained in an arm’s length transaction with
      an unrelated third party, apart from the securitization transaction contemplated
      by this Agreement, that currently exists or that existed during the past two
      years and that is material to an investor’s understanding of the
      Notes.

     

    (b) As
      of the
      related Payment Date with respect to each Report on
      Form
      10-D with respect to the Notes filed by or on behalf of the Depositor, and
      as of
      March 15 preceding the date each Report on Form 10-K with respect to the Notes
      is filed, the Owner Trustee shall be deemed to represent and warrant that any
      information previously provided by the Owner Trustee under this Article 12
      is
      materially correct and does not have any material omissions unless the Owner
      Trustee has provided an update to such information.

     

    Section
      12.04 Indemnification;
      Remedies.

     

    (a) The
      Owner
      Trustee shall indemnify the Depositor, each affiliate of the Depositor, and
      the
      respective present and former directors, officers, employees and agents of
      each
      of the foregoing, and shall hold each of them harmless from and against any
      claims, losses, liabilities (including penalties), actions, suits, judgments,
      demands, damages, costs and expenses (including reasonable fees and expenses
      of
      attorneys or, as necessary, consultants and auditors and reasonable costs of
      investigations) that any of them may sustain arising out of or based
      upon:

     


    
      
        
        

      

      
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    (1) (A)
      any
      untrue statement of a material fact contained or alleged to be contained in
      any
      information, report, certification or other material provided under this Article
      12 by or on behalf of the Owner Trustee (collectively, the “Owner Trustee
      Information”), or (B) the omission or alleged omission to state in the Owner
      Trustee Information a material fact required to be stated in the Owner Trustee
      Information or necessary in order to make the statements therein, in the light
      of the circumstances under which they were made, not misleading; or

     

    (2) any
      failure by the Owner Trustee to deliver any information, report, certification
      or other material when and as required under this Article 12.

     

    (b) In
      the
      case of any failure of performance described in clause (2) of
      Section 12.04(a), the Owner Trustee shall (i) promptly reimburse the
      Depositor for all costs reasonably incurred by the Depositor in order to obtain
      the information, report, certification or other material not delivered by the
      Owner Trustee as required and (ii) cooperate with the Depositor to mitigate
      any damages that may result from such failure.

     

    (c) The
      Depositor shall indemnify the Owner Trustee, each affiliate of the Owner Trustee
      and the respective present and former directors, officers, employees and agents
      of the Owner Trustee, and shall hold each of them harmless from and against
      any
      losses, damages, penalties, fines, forfeitures, legal fees and expenses and
      related costs, judgments, and any other costs, fees and expenses that any of
      them may sustain arising out of or based upon (i) any untrue statement of a
      material fact contained or alleged to be contained in any information provided
      under this Agreement by or on behalf of the Depositor for inclusion in any
      report filed with Commission under the Exchange Act (collectively, the “Hyundai
      Information”), or (ii) the omission or alleged omission to state in the
      Hyundai Information a material fact required to be stated in the Hyundai
      Information or necessary in order to make the statements therein, in the light
      of the circumstances under which they were made, not misleading, to the extent
      that such untrue statement or omission or alleged omission does not result
      from
      or relate to (x) any information provided by the Owner Trustee pursuant to
      this
      Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner
      Trustee.

     

    (d) Notwithstanding
      any provision in this Section 12.04 to the contrary, the parties agree that
      neither the Owner Trustee nor the Depositor shall be liable to the other for
      any
      consequential or punitive damages whatsoever, whether in contract, tort
      (including negligence and strict liability), or any other legal or equitable
      principle; provided,
      however,
      that
      such limitation shall not be applicable with respect to third party claims
      made
      against a party.

     

    [SIGNATURE
      PAGES FOLLOW]

    


    



    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    



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

     

    HYUNDAI
      ABS FUNDING CORPORATION,

    as
      Depositor

     

    By:
      /s/
      Min Sok Randy
      Park                                


    Name:
      Min
      Sok Randy Park

    Title:
      Vice President and Secretary

     


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    WILMINGTON
      TRUST COMPANY,

    as
      Owner
      Trustee

     

    By:
      /s/
      J.
      Christopher
      Murphy                             


    Name:
      J.
      Christopher Murphy

    Title:
      Financial Services Officer 


    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    


    HYUNDAI
      MOTOR FINANCE COMPANY,

    as
      Administrator

     

    By:
      /s/
      Dae Kwon
      Ko                                          


    Name:
      Dae
      Kwon Ko

    Title:
      Treasurer

     

    


    



    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

     

    FORM
      OF
      TRUST CERTIFICATE

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A

     

    ASSET
      BACKED TRUST CERTIFICATE

     

    (This
      Trust Certificate does not represent an interest in or obligation of
      Hyundai ABS Funding Corporation or any of its Affiliates, except to the
      extent described below.) (This Trust Certificate is subordinate to the Notes,
      as
      set forth in the Sale and Servicing Agreement)

     

    THIS
      TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER
      APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND
      MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
      COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
      OTHER
      APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR
      IN A TRANSACTION NOT SUBJECT THERETO. THE HOLDER HEREOF, BY PURCHASING THIS
      TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE RESOLD, ASSIGNED,
      PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS THE CERTIFICATE IS ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE
      TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QUALIFIED INSTITUTIONAL
      BUYER ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS
      A
      FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
      BUYERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER
      IS BEING MADE IN RELIANCE ON RULE 144A, (B) TO A UNITED STATES PERSON WITHIN
      THE
      MEANING OF SECTION 7701(a)(30) OF THE CODE, (C) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (D) IN A TRANSACTION EXEMPT
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES
      OR
“BLUE SKY” LAWS, IN WHICH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE
      PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING
      THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND
      SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER
      TRUSTEE, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF
      THE OWNER TRUSTEE) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO
      THE
      EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE
      IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR
      JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY
      PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR
      WILL
      CONTINUE TO BE TREATED AS THE OWNER OF THE TRUST CERTIFICATE FOR ALL
      PURPOSES.

     


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    NO
      TRUST
      CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I)
      AN
“EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO
      THE PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN SECTION
      4975(e)(1) OF THE CODE OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE
      PLAN
      ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE
      ENTITY (EACH, A “BENEFIT PLAN INVESTOR”). BY ACCEPTING AND HOLDING A TRUST
      CERTIFICATE, THE HOLDER THEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND
      WARRANTED THAT IT IS NOT A BENEFIT PLAN INVESTOR.

     

    THIS
      CERTIFIES THAT Hyundai ABS Funding Corporation is the registered owner of a
      100%
      Certificate Percentage Interest that is nonassessable, fully-paid, beneficial
      ownership interest in the assets of Hyundai Auto Receivables Trust 2008-A (the
      “Trust”) formed by Hyundai ABS Funding Corporation, a Delaware corporation (the
“Depositor”).

     

    The
      Trust
      is governed by an Amended and Restated Trust Agreement dated as of June 25,
      2008
      (the “Trust Agreement”), between the Depositor, Administrator and Wilmington
      Trust Company, as owner trustee (the “Owner Trustee”), a summary of certain of
      the pertinent provisions of which is set forth below. To the extent not
      otherwise defined herein, the capitalized terms used herein have the meanings
      assigned to them in the Sale and Servicing Agreement among the Trust, the
      Depositor, Hyundai Motor Finance Company, as Seller and Servicer (the
“Servicer”) and Citibank, N.A., as Indenture Trustee (“Indenture Trustee”),
      dated as of June 25, 2008 as the same may be amended or supplemented from time
      to time.

     

    This
      Certificate is one of the duly authorized Trust Certificates designated as
      Hyundai Auto Receivables Trust 2008-A Asset Backed Trust Certificates (herein
      called the “Trust Certificates”). Also issued under the Indenture dated as
      of June 25, 2008 between the Trust and the Indenture Trustee, are four classes
      of Notes, designated as 2.84863% Asset Backed Notes, Class A-1, 4.16%
      Asset Backed Notes, Class A-2, 4.93% Asset Backed Notes, Class A-3, and 5.48%
      Asset Backed Notes, Class A-4 (collectively, the “Notes”). This Trust
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Trust Agreement, to which Trust Agreement the holder of this
      Trust Certificate by virtue of the acceptance hereof assents and by which such
      holder is bound. Under the Trust Agreement, there will be distributed on the
      15th
      day of
      each month (or, if such 15th
      day is
      not a Business Day, the next Business Day), commencing on July 15, 2008, to
      the
      Person in whose name this Trust Certificate is registered at the close of
      business on the last day of the preceding month, such Certificateholder’s
      Certificate Percentage Interest of any amounts available to be distributed
      to
      Certificateholders on such date.

     

    The
      holder of this Trust Certificate acknowledges and agrees that its rights to
      receive distributions in respect of this Trust Certificate are subordinated
      to
      the rights of the Noteholders as described in the Sale and Servicing Agreement,
      the Indenture and the Trust Agreement, as applicable.

     


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    It
      is the
      intent of the Depositor and the Certificateholders that, for purposes of federal
      income, state and local income and franchise tax, until the Trust Certificates
      are beneficially owned by more than one Person, the Trust will be disregarded
      as
      an entity separate from its owner. At such time that the Trust Certificates
      are
      beneficially owned by more than one Person, it is the intent of the Depositor
      and the Certificateholders that, for purposes of federal income, state and
      local
      income and franchise tax, the Trust will be treated as a partnership, the assets
      of which are the assets held by the Trust, and the Certificateholders will
      be
      treated as partners in that partnership. The Depositor and the
      Certificateholders, by acceptance of a Trust Certificate, agree to treat, and
      to
      take no action inconsistent with the treatment of, the Trust as such for tax
      purposes.

     

    Each
      Certificateholder, by its acceptance of a Trust Certificate, covenants and
      agrees that such Certificateholder will not at any time institute against the
      Depositor, or join in or encourage any institution against the Depositor of,
      any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
      or other proceedings under any United States federal or state bankruptcy or
      similar law in connection with any obligations relating to the Trust
      Certificates, the Notes, the Trust Agreement or any of the Basic
      Documents.

     

    Each
      Certificateholder by accepting a Trust Certificate acknowledges that such
      Certificateholder’s Trust Certificates represent beneficial interests in the
      Trust only and do not represent interests in or obligations of Depositor, the
      Servicer, Administrator, Seller, Owner Trustee, Indenture Trustee or any
      Affiliate thereof and no recourse may be had against such parties or their
      assets, except as expressly set forth or contemplated in the Trust Agreement,
      the Trust Certificates or the Basic Documents. In furtherance of and not in
      derogation of the foregoing, each Certificateholder, by accepting a Trust
      Certificate, acknowledges and agrees that it shall have no right, title or
      interest in or to any assets or interests therein of the Depositor (other than
      the Trust Estate and Reserve Account relating to this transaction) conveyed
      or
      purported to be conveyed by the Depositor to another securitization trust or
      other Person or Persons in connection therewith (whether by way of a sale,
      capital contribution or by virtue of the granting of a lien) (“Other Assets”).
      To the extent that, notwithstanding the agreements and provisions contained
      herein, a Certificateholder either (i) asserts an interest or claim to, or
      benefit from, Other Assets, whether asserted against or through the Depositor
      or
      any other Person owned by the Depositor, or (ii) is deemed to have any such
      interest, claim 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 Federal Bankruptcy Code or any
      successor provision having similar effect under the Bankruptcy Code), and
      whether deemed asserted against or through the Depositor or any other Person
      owned by the Depositor, then each Certificateholder, by accepting a Trust
      Certificate, further acknowledges and agrees that any such interest, claim
      or
      benefit in or from Other Assets is and shall be expressly subordinated to the
      indefeasible payment in full of all obligations and liabilities of the Depositor
      which, under the terms of the relevant documents relating to the securitization
      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 priority
      of
      distribution or application under applicable law, including insolvency laws,
      and
      whether asserted against Depositor or any other Person owned by the Depositor),
      including the payment of post-petition interest on such other obligations and
      liabilities. This subordination agreement shall be deemed a subordination
      agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each
      Certificateholder, by acceptance of a Trust Certificate, further acknowledges
      and agrees that no adequate remedy at law exists for a breach of this paragraph
      and the terms of this paragraph may be enforced by an action for specific
      performance. The provisions of this paragraph shall be for the third party
      benefit of those entitled to rely thereon and shall survive the termination
      of
      the Trust Agreement.

     


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    The
      Trust
      Certificates may not be acquired by or for the account of (i) an “employee
      benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the
      provisions of Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of
      the Code or (iii) any entity whose underlying assets include plan assets by
      reason of an employee benefit plan’s or a plan’s investment in the entity (each,
      a “Benefit Plan Investor”). By accepting and holding a Trust Certificate, the
      Holder thereof shall be deemed to have represented and warranted that it is
      not
      a Benefit Plan Investor.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of Owner Trustee, by manual signature, this Trust Certificate
      shall not entitle the holder hereof to any benefit under the Trust Agreement
      or
      the Sale and Servicing Agreement or be valid for any purpose.

     

    THIS
      TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Owner Trustee, on behalf of the Trust and not in its individual
      capacity, has caused this Trust Certificate to be duly executed.

     

     

    
      	 	
              HYUNDAI
                AUTO RECEIVABLES TRUST 2008-A

               

              By:
                WILMINGTON
                TRUST COMPANY,

              not
                in its individual capacity,

              but
                solely as Owner Trustee

            
	 	 
	 	 
	Dated:
              __________________ 
	
              By:________________________________

              Authorized
                Signatory

            


    

     

     

     


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    OWNER
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Trust Certificates referred to in the within-mentioned Trust
      Agreement.

     

    
      	 	
              WILMINGTON
                TRUST COMPANY,
                

              as
                Owner Trustee

               

              By:________________________________

              Name:
                

              Title:

               

              OR

               

              CITIBANK,
                N.A.,

              as
                Authenticating Agent for the Owner Trustee

               

              By:________________________________

              Name:
                

              Title:

            
	 	 
	 	 


    

    



    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    



    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers unto

     

    
       

        
PLEASE
        INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
        ASSIGNEE

    

     

    
      
 (Please
      print or type name and address, including postal zip code, of
      assignee)

     

    the
      within Trust Certificate, and all rights thereunder, and hereby irrevocably
      constitutes and appoints ____________________________________, attorney, to
      transfer said Trust Certificate on the books of the Certificate Registrar,
      with
      full power of substitution in the premises.

     

    Dated:
      ______________________

     

    Signature
      Guaranteed:

     

    ______________________________________

     

    NOTICE:
      The signature to this assignment must correspond with the name of the registered
      owner as it appears on the face of the within Trust Certificate in every
      particular, without alteration, enlargement or any change whatever. Such
      signature must be guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Certificate Registrar, which requirements include membership
      or participation in STAMP or such other “signature guarantee program” as may be
      determined by the Certificate Registrar in addition to, or in substitution
      for,
      STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended.

     

    


    



    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

    


    


    [RESERVED]

    


    



    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C

     

    FORM
      OF
      TRANSFEREE CERTIFICATE

     

    June
      25,
      2008

     

    Hyundai
      Auto Receivables Trust 2008-A,

    as
      Issuer

    c/o
      Wilmington Trust Company,

    as
      Owner
      Trustee

     

    Wilmington
      Trust Company,

    as
      Owner
      Trustee

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed purchase of [ ]% Certificate Percentage Interest
      Asset Backed Trust Certificates (the “Trust Certificates”) of Hyundai Auto
      Receivables Trust 2008-A (the “Issuer”), a trust formed by Hyundai ABS Funding
      Corporation (the “Depositor”), we confirm that:

     

    a. We
      are a
“qualified institutional buyer” as defined in Rule 144A (“QIB”) and are
      acquiring the Trust Certificate for our own institutional account (and not
      for
      the account of others) or as a fiduciary or agent for others (which others
      also
      are QIBs);

     

    b. We
      acknowledge that the Trust Certificates have not been and will not be registered
      under the Securities Act or the securities laws of any
      jurisdiction;

     

    c. We
      are
      familiar with Rule 144A and are aware that the sale is being made in reliance
      on
      Rule 144A and we are not acquiring the Trust Certificates with a view to, or
      for
      resale in connection with, a distribution that would constitute a public
      offering within the meaning of the Securities Act or a violation of the
      Securities Act, and that, if in the future we decide to resell, assign, pledge
      or otherwise transfer any Trust Certificates, such Trust Certificates may be
      resold, assigned, pledged or transferred only (i) to the Depositor or any
      Affiliate thereof, (ii) so long as such Trust Certificate is eligible for resale
      pursuant to Rule 144A, to a person whom we reasonably believe after due
      inquiry is a QIB acting for its own account (and not for the account of others)
      or as a fiduciary or agent for others (which others also are QIBs) to whom
      notice is given that the resale, pledge, assignment or transfer is being made
      in
      reliance on Rule 144A, (iii) pursuant to an effective registration statement
      under the Securities Act or (iv) in a sale, pledge or other transfer made
      in a transaction otherwise exempt from the registration requirements of the
      Securities Act, in which case (A) the Owner Trustee will require that both
      the
      prospective transferor and the prospective transferee certify to the Owner
      Trustee and the Depositor in writing the facts surrounding such transfer, which
      certification shall be in form and substance satisfactory to the Owner Trustee
      and the Depositor and (B) the Owner Trustee will require a written opinion
      of
      counsel (which will not be at the expense of the Depositor or the Owner Trustee)
      satisfactory to the Depositor and the Owner Trustee to the effect that such
      transfer will not violate the Securities Act, in each case in accordance with
      any applicable securities or “Blue Sky” laws of any state of the United
      States;

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    d. We
      have
      neither acquired nor will we transfer any Trust Certificate we purchase (or
      any
      interest therein) or cause any such Trust Certificate (or any interest therein)
      to be marketed on or through an “established securities market” within the
      meaning of Section 7704(b)(1) of the Code, including, without limitation,
      an over-the-counter-market or an interdealer quotation system that regularly
      disseminates firm buy or sell quotations.

     

    e. We
      either
      (A) are not, and will not become, a partnership, Subchapter S corporation or
      grantor trust for U.S. federal income tax purposes (or a disregarded entity
      of
      any of the foregoing) or (B) are such an entity, but none of the direct or
      indirect beneficial owners of any of the interests in us have allowed or caused,
      or will allow or cause, 50% or more (or, if the Owner Trustee has received
      an
      Opinion of Counsel in form and substance acceptable to the Depositor that the
      proposed transfer to such transferee will not cause the Trust to be treated
      as a
      publicly traded partnership within the meaning of Section 7704 of the Code,
      such
      other percentage as the Owner Trustee may establish prior to the time of such
      proposed transfer) of the value of such interests in us to be attributable
      to
      our ownership of Trust Certificates.

     

    f. We
      (A)
      are acquiring the Trust Certificate for the account of [______] Persons and
      we
      will notify the Owner Trustee of any changes in the number of such Persons
      and
      (B) understand that any such change in the number of Persons for whose
      account a Trust Certificate is held shall require the written consent of the
      Owner Trustee, which consent shall be granted unless the Owner Trustee
      determines that such proposed change in number of Persons would create a risk
      that the Trust would be classified for federal or any applicable state tax
      purposes as an association (or a publicly traded partnership) taxable as a
      corporation.

     

    g. We
      understand that no subsequent transfer of the Trust Certificates is permitted
      unless (A) such transfer is of a Trust Certificate with a Certificate Percentage
      Interest of at least 5%, (B) we cause the proposed transferee to provide to
      the
      Owner Trustee and the Depositor a letter substantially in the form of this
      Exhibit C to the Trust Agreement or such other written statement as the Owner
      Trustee shall prescribe and (C) the Trust consents in writing to the proposed
      transfer, which consent shall be granted unless the Owner Trustee determines
      that such transfer would create a risk that the Trust would be classified for
      federal or any applicable state tax purposes as an association (or a publicly
      traded partnership) taxable as a corporation; provided,
      however,
      that any
      attempted transfer that would either cause the number of registered holders
      of
      Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust
      to become a publicly traded partnership for income tax purposes shall be a
      void
      transfer.

     

    h. We
      understand that the Opinion of Counsel to the Trust that the Trust is not a
      publicly traded partnership taxable as a corporation is dependent in part on
      the
      accuracy of the representations in paragraphs (d), (e), (f) and (g)
      above.

     

    i. We
      are a
      United States Person within the meaning of Section 7701(a)(30) of the
      Code.

     


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    j. No
      Trust
      Certificate will be acquired or held by or for the account of (i) an employee
      benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
      provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1)
      of
      the Code or (iii) any entity whose underlying assets include plan assets by
      reason of an employee benefit plan’s or a plan’s investment in the entity. Each
      Person who acquires any Trust Certificate or interest therein will certify
      that
      the foregoing conditions are satisfied.

     

    k. We
      are
      aware that we (or any account for which we are purchasing) may be required
      to
      bear the economic risk of an investment in the Trust Certificates for an
      indefinite period, and we (or such account) are able to bear such risk for
      an
      indefinite period.

     

    l. We
      understand that the Trust Certificates will bear legends substantially as set
      forth in Section 3.12 of the Trust Agreement;

     

    m. If
      we are
      acquiring any Trust Certificates for the account of one or more QIB, we
      represent that we have sole investment discretion with respect to each such
      account and that we have full power to make the foregoing acknowledgments,
      representations and agreements on behalf of each such account; and

     

    n. We
      acknowledge that the Owner Trustee, the Depositor, and their Affiliates, and
      others will rely upon the truth and accuracy of the foregoing acknowledgments,
      representations and agreements.

     

    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceedings or official inquiry with respect to the matters covered
      hereby.

    
       

      
        	 	
                
                  Very
                    truly yours,

                   

                  By:________________________________

                

                Name:
                  

                Title:

              
	 	 
	 	 


      

    

     

    


    



    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D

     

    FORM
      OF
      CERTIFICATE OF TRUST OF

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A

     

    This
      CERTIFICATE OF TRUST of HYUNDAI AUTO RECEIVABLES TRUST 2008-A (the “Trust”), is
      being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking
      corporation, as owner trustee, to form a statutory trust under the Delaware
      Statutory Trust Act (12 Del. Code, ss. 3801 et seq.) (the “Act”).

     

    1. Name.
      The name
      of the statutory trust formed hereby is HYUNDAI AUTO RECEIVABLES TRUST
      2008-A.

     

    2. Delaware
      Trustee.
      The name
      and business address of the trustee of the Trust in the State of Delaware is
      Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
      Wilmington, Delaware 19890, Attention: Corporate Trust
      Administrators.

     

    3. Effective
      Date.
      This
      Certificate of Trust shall be effective upon filing with the Secretary of
      State.

     

    IN
      WITNESS WHEREOF, the undersigned, being the sole owner trustee of the Trust,
      has
      executed this Certificate of Trust pursuant to Section 3811 (a) of the
      Act.

    
       

      
        	 	
                WILMINGTON
                  TRUST COMPANY,
                  

                as
                  Owner Trustee

                 

                By:________________________________

                Name:
                  

                Title:

                 

              
	 	 
	 	 


      

    

     

    
      
        
        

      

      
        D-1