Unassociated Document


    
      Exhibit
        4.2

    

     
      

    EXECUTION
      VERSION

     

     

    INDENTURE

     

    between

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A,

    as
      Issuer

     

    and

     

    CITIBANK,
      N.A.,

    as
      Indenture Trustee

     

    Dated
      as
      of June 25, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

    (continued)

    

      
        	 	 	
                Page

              
	 	 	 
	
                ARTICLE
                  I.

              	
                DEFINITIONS
                  AND INCORPORATION BY REFERENCE

              	
                2

              
	
                Section
                  1.01

              	
                Definition

              	
                2

              
	
                Section
                  1.02

              	
                Rules
                  of Construction

              	
                8

              
	
                Section
                  1.03

              	
                Incorporation
                  by Reference of Trust Indenture Act

              	
                8

              
	
                ARTICLE
                  II.

              	
                THE
                  NOTES

              	
                9

              
	
                Section
                  2.01

              	
                Form

              	
                9

              
	
                Section
                  2.02

              	
                Execution,
                  Authentication and Delivery

              	
                9

              
	
                Section
                  2.03

              	
                Temporary
                  Notes

              	
                10

              
	
                Section
                  2.04

              	
                Registration;
                  Registration of Transfer and Exchange

              	
                10

              
	
                Section
                  2.05

              	
                [Reserved]

              	
                12

              
	
                Section
                  2.06

              	
                Mutilated,
                  Destroyed, Lost or Stolen Notes

              	
                12

              
	
                Section
                  2.07

              	
                Persons
                  Deemed Owners

              	
                12

              
	
                Section
                  2.08

              	
                Payment
                  of Principal and Interest; Defaulted Interest

              	
                13

              
	
                Section
                  2.09

              	
                Cancellation

              	
                13

              
	
                Section
                  2.10

              	
                Book
                  Entry Notes

              	
                14

              
	
                Section
                  2.11

              	
                Notices
                  to Clearing Agency

              	
                14

              
	
                Section
                  2.12

              	
                Definitive
                  Notes

              	
                15

              
	
                Section
                  2.13

              	
                Tax
                  Treatment

              	
                15

              
	
                ARTICLE
                  III.

              	
                COVENANTS

              	
                15

              
	
                Section
                  3.01

              	
                Payment
                  of Principal and Interest

              	
                15

              
	
                Section
                  3.02

              	
                Maintenance
                  of Office or Agency

              	
                15

              
	
                Section
                  3.03

              	
                Money
                  for Payments To Be Held in Trust

              	
                16

              
	
                Section
                  3.04

              	
                Existence

              	
                17

              
	
                Section
                  3.05

              	
                Protection
                  of Trust Estate

              	
                17

              
	
                Section
                  3.06

              	
                Opinions
                  as to Trust Estate

              	
                18

              
	
                Section
                  3.07

              	
                Performance
                  of Obligations; Servicing of Receivables

              	
                18

              
	
                Section
                  3.08

              	
                Negative
                  Covenants

              	
                20

              
	
                Section
                  3.09

              	
                Annual
                  Statement as to Compliance

              	
                20

              
	
                Section
                  3.10

              	
                Issuer
                  May Consolidate, etc., Only on Certain Terms

              	
                20

              
	
                Section
                  3.11

              	
                Successor
                  or Transferee

              	
                22

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      
         

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	 	 	
                Page

              
	 	 	 
	
                Section
                  3.12

              	
                No
                  Other Business

              	
                22

              
	
                Section
                  3.13

              	
                No
                  Borrowing

              	
                22

              
	
                Section
                  3.14

              	
                Compliance
                  with Regulation AB

              	
                23

              
	
                Section
                  3.15

              	
                Guarantees,
                  Loans, Advances and Other Liabilities

              	
                23

              
	
                Section
                  3.16

              	
                Capital
                  Expenditures

              	
                23

              
	
                Section
                  3.17

              	
                Removal
                  of Administrator

              	
                23

              
	
                Section
                  3.18

              	
                Restricted
                  Payments

              	
                23

              
	
                Section
                  3.19

              	
                Notice
                  of Events of Default

              	
                23

              
	
                Section
                  3.20

              	
                Further
                  Instruments and Acts

              	
                23

              
	
                ARTICLE
                  IV.

              	
                SATISFACTION
                  AND DISCHARGE

              	
                24

              
	
                Section
                  4.01

              	
                Satisfaction
                  and Discharge of Indenture

              	
                24

              
	
                Section
                  4.02

              	
                Application
                  of Trust Money

              	
                25

              
	
                Section
                  4.03

              	
                Repayment
                  of Moneys Held by Paying Agent

              	
                25

              
	
                Section
                  4.04

              	
                Release
                  of Collateral

              	
                25

              
	
                ARTICLE
                  V.

              	
                REMEDIES

              	
                25

              
	
                Section
                  5.01

              	
                Events
                  of Default

              	
                25

              
	
                Section
                  5.02

              	
                Acceleration
                  of Maturity; Rescission and Annulment

              	
                26

              
	
                Section
                  5.03

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Indenture
                  Trustee

              	
                27

              
	
                Section
                  5.04

              	
                Remedies;
                  Priorities

              	
                29

              
	
                Section
                  5.05

              	
                Optional
                  Preservation of the Receivables

              	
                32

              
	
                Section
                  5.06

              	
                Limitation
                  of Suits

              	
                32

              
	
                Section
                  5.07

              	
                Unconditional
                  Rights of Noteholders To Receive Principal and Interest

              	
                33

              
	
                Section
                  5.08

              	
                Restoration
                  of Rights and Remedies

              	
                33

              
	
                Section
                  5.09

              	
                Rights
                  and Remedies Cumulative

              	
                33

              
	
                Section
                  5.10

              	
                Delay
                  or Omission Not a Waiver

              	
                33

              
	
                Section
                  5.11

              	
                Control
                  by the Noteholders

              	
                33

              
	
                Section
                  5.12

              	
                Waiver
                  of Past Defaults

              	
                34

              
	
                Section
                  5.13

              	
                Undertaking
                  for Costs

              	
                34

              
	
                Section
                  5.14

              	
                Waiver
                  of Stay or Extension Laws

              	
                35

              


      

      
         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

         

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	 	 	
                Page

              
	 	 	 
	
                Section
                  5.15

              	
                Action
                  on Notes

              	
                35

              
	
                Section
                  5.16

              	
                Performance
                  and Enforcement of Certain Obligations

              	
                35

              
	
                ARTICLE
                  VI.

              	
                THE
                  INDENTURE TRUSTEE

              	
                36

              
	
                Section
                  6.01

              	
                Duties
                  of Indenture Trustee

              	
                36

              
	
                Section
                  6.02

              	
                Rights
                  of Indenture Trustee

              	
                37

              
	
                Section
                  6.03

              	
                Individual
                  Rights of Indenture Trustee

              	
                38

              
	
                Section
                  6.04

              	
                Indenture
                  Trustee’s Disclaimer

              	
                38

              
	
                Section
                  6.05

              	
                Notice
                  of Defaults

              	
                39

              
	
                Section
                  6.06

              	
                Reports
                  by Indenture Trustee to Holders

              	
                39

              
	
                Section
                  6.07

              	
                Compensation
                  and Indemnity

              	
                39

              
	
                Section
                  6.08

              	
                Replacement
                  of Indenture Trustee

              	
                40

              
	
                Section
                  6.09

              	
                Successor
                  Indenture Trustee by Merger

              	
                41

              
	
                Section
                  6.10

              	
                Appointment
                  of Co Indenture Trustee or Separate Indenture Trustee

              	
                41

              
	
                Section
                  6.11

              	
                Eligibility;
                  Disqualification

              	
                42

              
	
                Section
                  6.12

              	
                [Reserved]

              	
                42

              
	
                Section
                  6.13

              	
                Preferential
                  Collection of Claims Against Issuer

              	
                42

              
	
                Section
                  6.14

              	
                Waiver
                  of Setoffs

              	
                42

              
	
                ARTICLE
                  VII.

              	
                NOTEHOLDERS’
                  LISTS AND REPORTS

              	
                43

              
	
                Section
                  7.01

              	
                Note
                  Registrar To Furnish Names and Address of Noteholders

              	
                43

              
	
                Section
                  7.02

              	
                Preservation
                  of Information; Communications to Noteholders

              	
                43

              
	
                Section
                  7.03

              	
                Reports
                  by Issuer

              	
                44

              
	
                Section
                  7.04

              	
                Reports
                  by Indenture Trustee

              	
                44

              
	
                ARTICLE
                  VIII.

              	
                ACCOUNTS,
                  DISBURSEMENTS AND RELEASES

              	
                44

              
	
                Section
                  8.01

              	
                Collection
                  of Money

              	
                44

              
	
                Section
                  8.02

              	
                Trust
                  Accounts

              	
                45

              
	
                Section
                  8.03

              	
                General
                  Provisions Regarding Accounts

              	
                46

              
	
                Section
                  8.04

              	
                Release
                  of Trust Estate

              	
                46

              
	
                Section
                  8.05

              	
                Opinion
                  of Counsel

              	
                47

              


      

      
         

        
          
            
            

          

          
            -iii-

            
              

            

          

          
            
            

          

        

         

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	 	 	
                Page

              
	 	 	 
	
                ARTICLE
                  IX.

              	
                SUPPLEMENTAL
                  INDENTURES

              	
                47

              
	
                Section
                  9.01

              	
                Supplemental
                  Indentures Without Consent of Noteholders

              	
                47

              
	
                Section
                  9.02

              	
                Supplemental
                  Indentures with Consent of Noteholders

              	
                48

              
	
                Section
                  9.03

              	
                Execution
                  of Supplemental Indentures

              	
                50

              
	
                Section
                  9.04

              	
                Effect
                  of Supplemental Indenture

              	
                50

              
	
                Section
                  9.05

              	
                Reference
                  in Notes to Supplemental Indentures

              	
                50

              
	
                Section
                  9.06

              	
                Conformity
                  with Trust Indenture Act

              	
                50

              
	
                ARTICLE
                  X.

              	
                REDEMPTION
                  OF NOTES

              	
                50

              
	
                Section
                  10.01

              	
                Redemption

              	
                50

              
	
                Section
                  10.02

              	
                Form
                  of Redemption Notice

              	
                51

              
	
                Section
                  10.03

              	
                Notes
                  Payable on Redemption Date

              	
                51

              
	
                ARTICLE
                  XI.

              	
                MISCELLANEOUS

              	
                51

              
	
                Section
                  11.01

              	
                Compliance
                  Certificates and Opinions, etc

              	
                51

              
	
                Section
                  11.02

              	
                Form
                  of Documents Delivered to Indenture Trustee

              	
                53

              
	
                Section
                  11.03

              	
                Acts
                  of Noteholders

              	
                54

              
	
                Section
                  11.04

              	
                Notices,
                  etc., to Indenture Trustee, Issuer and Rating Agencies

              	
                54

              
	
                Section
                  11.05

              	
                Notices
                  to Noteholders; Waiver

              	
                55

              
	
                Section
                  11.06

              	
                Alternate
                  Payment and Notice Provisions

              	
                56

              
	
                Section
                  11.07

              	
                Effect
                  of Headings and Table of Contents

              	
                56

              
	
                Section
                  11.08

              	
                Successors
                  and Assigns

              	
                56

              
	
                Section
                  11.09

              	
                Separability

              	
                56

              
	
                Section
                  11.10

              	
                Benefits
                  of Indenture

              	
                56

              
	
                Section
                  11.11

              	
                Legal
                  Holidays

              	
                56

              
	
                Section
                  11.12

              	
                GOVERNING
                  LAW

              	
                56

              
	
                Section
                  11.13

              	
                Counterparts

              	
                56

              
	
                Section
                  11.14

              	
                Recording
                  of Indenture

              	
                57

              
	
                Section
                  11.15

              	
                Trust
                  Obligation

              	
                57

              
	
                Section
                  11.16

              	
                No
                  Petition

              	
                58

              
	
                Section
                  11.17

              	
                Inspection

              	
                58

              
	
                Section
                  11.18

              	
                Conflict
                  with Trust Indenture Act

              	
                58

              
	
                Section
                  11.19

              	
                Limitation
                  of Liability

              	
                58

              


      

      
         

        
          
            
            

          

          
            -iv-

            
              

            

          

          
            
            

          

        

         

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	 	 	
                Page

              
	 	 	 
	
                Section
                  11.20

              	
                Representations
                  and Warranties

              	
                59

              


      

       

    

    
      	
              EXHIBITS

            	 
	
              SCHEDULE
                A

            	
              Schedule
                of Receivables

            
	
              EXHIBIT
                A-1

            	
              Form
                of Class A-1 Note

            
	
              EXHIBIT
                A-2

            	
              Form
                of Class A-2 Note

            
	
              EXHIBIT
                A-3

            	
              Form
                of Class A-3 Note

            
	
              EXHIBIT
                A-4

            	
              Form
                of Class A-4 Note

            
	
              EXHIBIT
                B

            	
              Form
                of the Note Depository Agreement

            


    

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    


    THIS
      INDENTURE, dated as of June 25, 2008 is between HYUNDAI AUTO RECEIVABLES TRUST
      2008-A, a Delaware statutory trust (the “Issuer”),
      and
      CITIBANK, N.A.,
      a national banking association, as trustee and not in its individual capacity
      (the “Indenture
      Trustee”).

     

    Each
      party agrees as follows for the benefit of the other party and for the equal
      and
      ratable benefit of the Holders of the Issuer’s 2.84863% Asset Backed Notes,
      Class A-1 (the “Class A-1 Notes”), 4.16% Asset Backed Notes, Class A-2 (the
“Class A-2 Notes”), 4.93% Asset Backed Notes, Class A-3
      (the “Class A-3 Notes”) and 5.48% Asset Backed Notes, Class A-4 (the
“Class A-4 Notes,” and together with the Class A-1 Notes, Class A-2 Notes and
      Class A-3 Notes, the “Notes”):

     

    GRANTING
      CLAUSE

     

    The
      Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture
      Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right,
      title and interest in and to (a) the Receivables listed on Schedule A and
      all moneys received thereon on or after the close of business on the Cutoff
      Date; (b) the security interests in the Financed Vehicles and any
      accessions thereto granted by Obligors pursuant to the Receivables and any
      other
      interest of the Depositor in such Financed Vehicles; (c) any Liquidation
      Proceeds and any other proceeds with respect to the Receivables from claims
      on
      any physical damage, credit life or disability insurance policies covering
      Financed Vehicles or the related Obligors, including any vendor’s single
      interest or other collateral protection insurance policy; (d) any property
      that shall have secured a Receivable and that shall have been acquired by or
      on
      behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and
      other items contained in the Receivable Files; (f) all the Depositor’s
      rights, but none of its obligations, under the Receivables Purchase Agreement;
      (g) all right, title and interest in the Trust Accounts, all funds,
      securities or other assets credited from time to time to the Trust Accounts
      and
      all investments therein and proceeds thereof (including all investment earnings
      thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant
      to a Dealer Agreement; and (i) all present and future claims, demands,
      causes of action and choses in action in respect of any or all of the foregoing
      and all payments on or under and all proceeds of every kind and nature
      whatsoever in respect of any or all of the foregoing, including all proceeds
      of
      the conversion thereof, voluntary or involuntary, into cash or other liquid
      property, all cash proceeds, accounts, accounts receivable, notes, drafts,
      acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
      condemnation awards, rights to payment of any and every kind and other forms
      of
      obligations and receivables, instruments and other property that at any time
      constitute all or part of or are included in the proceeds of any of the
      foregoing (collectively, the “Collateral”).

     

    The
      foregoing Grant is made in trust to secure (i) the payment of principal of
      and
      interest on, and any other amounts owing in respect of, the Notes, equally
      and
      ratably without prejudice, priority or distinction, and (ii) to secure
      compliance with the provisions of this Indenture, all as provided in this
      Indenture.

     

    The
      Indenture Trustee, on behalf of the Holders of the Notes, acknowledges such
      Grant, accepts the trusts under this Indenture in accordance with the provisions
      of this Indenture and agrees to perform its duties required in this Indenture
      to
      the best of its ability to the end that the interests of the Holders of the
      Notes may be adequately and effectively protected.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I.

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    Section
      1.01 Definition.
      (a)
      Except as otherwise specified herein or as the context may otherwise require,
      the following terms have the respective meanings set forth below for all
      purposes of this Indenture.

     

    “Act”
has
      the
      meaning specified in Section
      11.03(a).

     

    “Administration
      Agreement”
means
      the Owner Trust Administration Agreement, dated as of June 25, 2008 among the
      Administrator, the Issuer and the Indenture Trustee, as amended, supplemented,
      amended and restated or otherwise modified from time to time.

     

    “Administrator”
means
      HMFC, or any successor Administrator under the Administration
      Agreement.

     

    “Affiliate”
means,
      with respect to any specified Person, any other Person controlling or controlled
      by or under common control with such specified Person. For the purposes of
      this
      definition, “control” when used with respect to any Person means the power to
      direct the management and policies of such Person, directly or indirectly,
      whether through the ownership of voting securities, by contract or otherwise;
      and the terms “controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Authorized
      Officer”
means,
      with respect to the Issuer, any officer of the Owner Trustee who is authorized
      to act for the Owner Trustee in matters relating to the Issuer and who is
      identified on the list of Authorized Officers delivered by the Owner Trustee
      to
      the Indenture Trustee on the Closing Date (as such list may be modified or
      supplemented from time to time thereafter) and, so long as the Administration
      Agreement is in effect, any Vice President or other senior officer of the
      Administrator who is authorized to act for the Administrator in matters relating
      to the Issuer and to be acted upon by the Administrator pursuant to the
      Administration Agreement and who is identified on the list of Authorized
      Officers delivered by the Administrator to the Indenture Trustee on the Closing
      Date (as such list may be modified or supplemented from time to time
      thereafter).

     

    “Book-Entry
      Notes”
means
      a
      beneficial interest in the Notes, ownership and transfers of which shall be
      made
      through book entries by a Clearing Agency as described in Section
      2.10.

     

    “Business
      Day”
shall
      have the meaning assigned thereto in the Sale and Servicing
      Agreement.

     

    “Certificate
      of Trust”
means
      the certificate of trust of the Issuer substantially in the form of Exhibit
      A
      to the
      Trust Agreement.


     

    “Class
      A-1 Notes”
means
      the 2.84863% Asset Backed Notes, Class A-1, substantially in the form of
Exhibit
      A-1.

     

    “Class
      A-1 Rate”
means
      2.84863% per annum, computed on the basis of the actual number of days elapsed
      in the related Interest Accrual Period.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Class
      A-2 Notes”
means
      the 4.16% Asset Backed Notes, Class A-2, substantially in the form of
Exhibit
      A-2.

     

    “Class
      A-2 Rate”
means
      4.16% per annum, computed on the basis of a 360-day year consisting of twelve
      30-day months.

     

    “Class
      A-3 Notes”
means
      the 4.93% Asset Backed Notes, Class A-3, substantially in the form of
Exhibit
      A-3.

     

    “Class
      A-3 Rate”
means
      4.93% per annum, computed on the basis of a 360-day year consisting of twelve
      30-day months.

     

    “Class
      A-4 Notes”
means
      the 5.48% Asset Backed Notes, Class A-4, substantially in the form of
Exhibit
      A-4.

     

    “Class
      A-4 Rate”
means
      5.48% per annum, computed on the basis of a 360-day year consisting of twelve
      30-day months.

     

    “Clearing
      Agency”
means
      an organization registered as a “clearing agency” pursuant to Section
      17A
      of the
      Exchange Act.

     

    “Clearing
      Agency Participant”
means
      a
      broker, dealer, bank, other financial institution or other Person for whom
      from
      time to time a Clearing Agency effects book-entry transfers and pledges of
      securities deposited with the Clearing Agency.

     

    “Closing
      Date”
means
      June 25, 2008.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time, and Treasury
      Regulations promulgated thereunder.

     

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

     

    “Corporate
      Trust Office”
means
      the principal office of the Indenture Trustee at which at any particular time
      its corporate trust business is administered, which office at the date of
      execution of this Agreement is located at (a) solely for the purposes of
      the transfer, surrender or exchange of Notes, 111 Wall Street, 15th
      Floor
      Window, New York, New York 10005, Attention: Structured Finance Agency and
      Trust-Hyundai Auto Receivables Trust 2008-A and (b) for all other purposes
      388 Greenwich Street, 14th
      Floor,
      New York, New York 10013, facsimile number (212) 816-5527; or at such other
      address as the Indenture Trustee may designate from time to time by notice
      to
      the Noteholders and the Issuer, or the principal corporate trust office of
      any
      successor Indenture Trustee at the address designated by such successor
      Indenture Trustee by notice to the Noteholders and the Issuer.

     

    “Default”
means
      any occurrence that is, or with notice or the lapse of time or both would
      become, an Event of Default.

     

    “Definitive
      Notes”
has
      the
      meaning specified in Section
      2.10.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time.

     

    “Event
      of Default”
has
      the
      meaning specified in Section
      5.01.

     

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

     

    “Executive
      Officer”
means,
      with respect to any corporation, the Chief Executive Officer, Chief Operating
      Officer, Chief Financial Officer, President, any Executive Vice President,
      any
      Senior Vice President, any Vice President, the Secretary, the Controller or
      the
      Treasurer of such corporation; and with respect to any partnership, any general
      partner thereof.

     

    “Grant”
means
      mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
      assign, transfer, create, and grant a lien upon and a security interest in
      and a
      right of set-off against, deposit, set over and confirm pursuant to this
      Indenture. A Grant of the Collateral or of any other agreement or instrument
      shall include all rights, powers and options (but none of the obligations)
      of
      the granting party thereunder, including the immediate and continuing right
      to
      claim for, collect, receive and give receipt for principal and interest payments
      in respect of the Collateral and all other moneys payable thereunder, to give
      and receive notices and other communications, to make waivers or other
      agreements, to exercise all rights and options, to bring Proceedings in the
      name
      of the granting party or otherwise, and generally to do and receive anything
      that the granting party is or may be entitled to do or receive thereunder or
      with respect thereto.

     

    “HMFC”
means
      Hyundai Motor Finance Company, a California corporation, and its
      successors.

     

    “Holder”
or
      “Noteholder”
means
      a
      Person in whose name a Note is registered on the Note Register.

     

    “Indenture
      Trustee”
means
      Citibank, N.A., a national banking association, not in its individual capacity,
      but as Indenture Trustee under this Indenture, or any successor Indenture
      Trustee under this Indenture.

     

    “Independent”
means,
      when used with respect to any specified Person, that such Person (a) is in
      fact independent of the Issuer, any other obligor on the Notes, the Seller
      and
      any Affiliate of any of the foregoing Persons, (b) does not have any direct
      financial interest or any material indirect financial interest in the Issuer,
      any such other obligor, the Seller, the Servicer, the Depositor or any Affiliate
      of any of the foregoing Persons and (c) is not connected with the Issuer,
      any such other obligor, the Seller or any Affiliate of any of the foregoing
      Persons as an officer, employee, promoter, underwriter, trustee, partner,
      director or person performing similar functions.

     

    “Independent
      Certificate”
means
      a
      certificate or opinion to be delivered to the Indenture Trustee under the
      circumstances described in, and otherwise complying with, the applicable
      requirements of Section
      11.01,
      made by
      an Independent appraiser or other expert appointed by an Issuer Order and
      approved by the Indenture Trustee in the exercise of reasonable care, and such
      opinion or certificate shall state that the signer has read the definition
      of
“Independent” in this Indenture and that the signer is Independent within the
      meaning thereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    “Interest
      Rate”
means
      the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate or the Class A-4
      Rate, as the context may require.

     

    “Issuer”
means
      Hyundai Auto Receivables Trust 2008-A until a successor replaces it and,
      thereafter, means the successor and, for purposes of any provision contained
      herein and required by the TIA, each other obligor on the Notes.

     

    “Issuer
      Order”
or
      “Issuer
      Request”
means
      a
      written order or request signed in the name of the Issuer by any one of its
      Authorized Officers and delivered to the Indenture Trustee.

     

    “Note”
means
      collectively the Class A-1 Note, the Class A-2 Notes, the Class A-3 Notes and
      the Class A-4 Note, as the context may require.

     

    “Note
      Depository Agreement”
means
      the agreement dated June 25, 2008 between the Issuer and The Depository Trust
      Company, relating to the Notes, substantially in the form of Exhibit
      B.

     

    “Note
      Owner”
means,
      with respect to a Book-Entry Note, the Person who is the beneficial owner of
      such Book-Entry Note, as reflected on the books of the Clearing Agency or on
      the
      books of a Person maintaining an account with such Clearing Agency (directly
      as
      a Clearing Agency Participant or as an indirect participant, in each case in
      accordance with the rules of such Clearing Agency).

     

    “Note
      Register”
and
      “Note
      Registrar”
have
      the respective meanings specified in Section 2.04.

     

    “Officer’s
      Certificate”
means
      a
      certificate signed by any Authorized Officer of the Issuer, under the
      circumstances described in, and otherwise complying with, the applicable
      requirements of Section
      11.01,
      and
      delivered to the Indenture Trustee. Unless otherwise specified, any reference
      in
      this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate
      of any Authorized Officer of the Issuer.

     

    “Opinion
      of Counsel”
means
      one or more written opinions of counsel who may, except as otherwise expressly
      provided in this Indenture, be an employee of or counsel to the Issuer, the
      Seller or the Servicer, and who shall be reasonably satisfactory to the
      Indenture Trustee, and which opinion or opinions shall be addressed to the
      Indenture Trustee, shall comply with any applicable requirements of Section 11.01
      and
      shall be in form and substance satisfactory to the Indenture
      Trustee.

     

    “Other
      Assets”
has
      the
      meaning specified in Section
      11.15(b).

     

    “Outstanding”
means,
      as of any date of determination, all Notes theretofore authenticated and
      delivered under this Indenture except:

     

    (a) Notes
      theretofore cancelled by the Note Registrar or delivered to the Note Registrar
      for cancellation;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (b) Notes
      or
      portions thereof the payment for which money in the necessary amount has been
      theretofore deposited with the Indenture Trustee or any Paying Agent in trust
      for the Holders of such Notes (provided,
      however,
      that if
      such Notes are to be redeemed, notice of such redemption has been duly given
      pursuant to this Indenture or provision for such notice has been made,
      satisfactory to the Indenture Trustee); and

     

    (c) Notes
      exchanged for or in lieu of which other Notes have been authenticated and
      delivered pursuant to this Indenture unless proof satisfactory to the Indenture
      Trustee is presented that any such Notes are held by a bona fide
      purchaser;

     

    provided,
      however,
      that in
      determining whether the Holders of the requisite Outstanding Amount of the
      Notes
      have given any request, demand, authorization, direction, notice, consent or
      waiver hereunder or under any Basic Document, Notes owned by the Issuer, any
      other obligor on the Notes, the Depositor, the Seller, the Servicer or any
      Affiliate of any of the foregoing Persons shall be disregarded and deemed not
      to
      be Outstanding, except that, in determining whether the Indenture Trustee shall
      be protected in relying upon any such request, demand, authorization, direction,
      notice, consent or waiver, only Notes that a Responsible Officer of the
      Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned
      that have been pledged in good faith may be regarded as Outstanding if the
      pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s
      right so to act with respect to such Notes and that the pledgee is not the
      Issuer, any other obligor on the Notes, the Depositor, the Seller, the Servicer
      or any Affiliate of any of the foregoing Persons.

     

    “Outstanding
      Amount”
means,
      as of any date of determination and as to any Notes, the aggregate principal
      amount of such Notes Outstanding as of such date of determination.

     

    “Owner
      Trustee”
means
      Wilmington Trust Company, not in its individual capacity but solely as Owner
      Trustee under the Trust Agreement, or any successor Owner Trustee under the
      Trust Agreement.

     

    “Paying
      Agent”
means
      the Indenture Trustee or any other Person that meets the eligibility standards
      for the Indenture Trustee specified in Section
      6.11
      and is
      authorized by the Issuer to make payments to and distributions from the
      Collection Account, the Note Distribution Account and the Reserve Account,
      including payments of principal of or interest on the Notes on behalf of the
      Issuer.

     

    “Payment
      Date”
means
      the 15th
      day of
      each month, or if any such date is not a Business Day, the next succeeding
      Business Day, commencing July 15, 2008.

     

    “Person”
means
      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.

     

    “Predecessor
      Note”
means,
      with respect to any particular Note, every previous Note evidencing all or
      a
      portion of the same debt as that evidenced by such particular Note; and, for
      the
      purpose of this definition, any Note authenticated and delivered under
Section
      2.06
      in lieu
      of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence
      the
      same debt as the mutilated, lost, destroyed or stolen Note.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “Proceeding”
means
      any suit in equity, action at law or other judicial or administrative
      proceeding.

     

    “Record
      Date”
means,
      with respect to a Payment Date or Redemption Date, the close of business on
      the
      Business Day immediately preceding such Payment Date or Redemption Date; or,
      if
      Definitive Notes have been issued, the last day of the calendar month preceding
      such Payment Date or Redemption Date.

     

    “Redemption
      Date”
means,
      as the context requires, in the case of a redemption of the Notes pursuant
      to
Section
      10.01,
      the
      Payment Date specified by the Servicer or the Issuer pursuant to Section
      10.01.

     

    “Redemption
      Price”
means
      in the case of a redemption of the Notes pursuant to Section 10.01,
      an
      amount equal to the unpaid principal amount of the Notes redeemed plus accrued
      and unpaid interest thereon at the Interest Rate for each Note being so redeemed
      to but excluding the Redemption Date.

     

    “Registered
      Holder”
means
      the Person in whose name a Note is registered on the Note Register on the
      applicable Record Date.

     

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

     

    “Sale
      and Servicing Agreement”
means
      the Sale and Servicing Agreement, dated as of June 25, 2008, among the Issuer,
      the Depositor, HMFC, as Seller and Servicer, and the Indenture Trustee, as
      amended, supplemented, amended and restated or otherwise modified from time
      to
      time.

     

    “Schedule
      of Receivables”
means
      the list of Receivables set forth in Schedule A (which Schedule may be in the
      form of microfiche).

     

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

     

    “Seller”
means
      HMFC in its capacity as seller under the Receivables Purchase Agreement and
      the
      Sale and Servicing Agreement, and its successor in interest.

     

    “Servicer”
means
      HMFC, in its capacity as servicer under the Sale and Servicing Agreement, and
      any Successor Servicer thereunder.

     

    “State”
means
      any one of the 50 states of the United States of America, or the District of
      Columbia.

     

    “Successor
      Servicer”
has
      the
      meaning specified in Section
      3.07(f).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    “Trust
      Accounts”
has
      the
      meaning set forth in the Sale and Servicing Agreement.

     

    “Trust
      Estate”
means
      all money, instruments, rights and other property that are subject or intended
      to be subject to the lien and security interest of this Indenture for the
      benefit of the Noteholders (including, without limitation, all property and
      interests Granted to the Indenture Trustee), including all proceeds
      thereof.

     

    “Trust
      Indenture Act”
or
      “TIA”
means
      the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise
      specifically provided.

     

    “UCC”
means,
      unless the context otherwise requires, the Uniform Commercial Code as in effect
      in the relevant jurisdiction, as amended from time to time.

     

    (b) Except
      as
      otherwise specified herein or as the context may otherwise require, capitalized
      terms used herein but not otherwise defined shall have the meanings ascribed
      thereto in the Sale and Servicing Agreement.

     

    Section
      1.02 Rules
      of Construction.
      Unless
      the context otherwise requires:

     

    (a) a
      term
      has the meaning assigned to it;

     

    (b) an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles as in effect from
      time
      to time;

     

    (c) “or”
is
      not exclusive;

     

    (d) “including”
      means including without limitation;

     

    (e) definitions
      are applicable to the singular and plural forms of such terms and to the
      masculine, feminine and neuter genders of such terms; and

     

    (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.

     

    Section
      1.03 Incorporation
      by Reference of Trust Indenture Act.
      Whenever this Indenture refers to a provision of the TIA, such provision is
      incorporated by reference in and made a part of this Indenture. The following
      TIA terms used in this Indenture have the following meanings:

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “indenture
      securities”
means
      the Notes.

     

    “indenture
      security holder”
means
      a
      Noteholder.

     

    “indenture
      to be qualified”
means
      this Indenture.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    “indenture
      trustee”
or
      “institutional
      trustee”
means
      the Indenture Trustee.

     

    “obligor”
on
      the
      indenture securities means the Issuer and any other obligor on the indenture
      securities.

     

    All
      other
      TIA terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by Commission rule have the meaning
      assigned to them by such definitions.

     

    ARTICLE
      II.

    THE
      NOTES

     

    Section
      2.01 Form.
      The
      Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4
      Notes, in each case together with the Indenture Trustee’s certificate of
      authentication, shall be in substantially the form set forth in Exhibit A-1,
      Exhibit A-2, Exhibit A-3 and Exhibit A-4, respectively, with such appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted by this Indenture, and may have such letters, numbers or other marks
      of identification and such legends or endorsements placed thereon as may,
      consistently herewith, be determined by the officers executing the Notes, as
      evidenced by their execution of the Notes. Any portion of the text of any Note
      may be set forth on the reverse thereof, with an appropriate reference thereto
      on the face of such Note.

     

    The
      Definitive Notes shall be typewritten, printed, lithographed or engraved or
      produced by any combination of these methods (with or without steel engraved
      borders), all as determined by the officers executing such Notes, as evidenced
      by their execution of such Notes.

     

    Each
      Note
      shall be dated the date of its authentication. The terms of the Notes set forth
      in Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 are part of the terms
      of this Indenture.

     

    Section
      2.02 Execution,
      Authentication and Delivery.
      The
      Notes shall be executed on behalf of the Issuer by any of its Authorized
      Officers. The signature of any such Authorized Officer on the Notes may be
      manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
      such individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Notes or did not hold such offices at the
      date of such Notes.

     

    The
      Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1
      Notes for original issue in an aggregate principal amount of $159,000,000,
      Class
      A-2 Notes for original issue in an aggregate principal amount of $179,000,000,
      Class A-3 Notes for original issue in an aggregate principal amount of
      $171,000,000 and Class A-4 Notes for original issue in an aggregate principal
      amount of $103,542,000. The aggregate principal amount of Class A-1 Notes,
      Class
      A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may
      not
      exceed such respective amounts except as provided in Section
      2.06.

     

    The
      Notes
      shall be issuable as registered Notes in minimum denominations of $1,000 and
      in
      integral multiples of $1,000 in excess thereof (except for one Note of each
      class which may be issued in a denomination other than an integral multiple
      of
      $1,000).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Indenture Trustee by the manual signature of one of its authorized signatories,
      and such certificate upon any Note shall be conclusive evidence, and the only
      evidence, that such Note has been duly authenticated and delivered
      hereunder.

     

    Section
      2.03 Temporary
      Notes.
      Pending
      the preparation of Definitive Notes, the Issuer may execute, and upon receipt
      of
      an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary
      Notes that are printed, lithographed, typewritten, mimeographed or otherwise
      produced, of the tenor of the Definitive Notes in lieu of which they are issued
      and with such variations not inconsistent with the terms of this Indenture
      as
      the officers executing such Notes may determine, as evidenced by their execution
      of such Notes.

     

    If
      temporary Notes are issued, the Issuer shall cause Definitive Notes to be
      prepared without unreasonable delay. After the preparation of Definitive Notes,
      the temporary Notes shall be exchangeable for Definitive Notes upon surrender
      of
      the temporary Notes at the office or agency of the Issuer to be maintained
      as
      provided in Section
      3.02,
      without
      charge to the Holder. Upon surrender for cancellation of any one or more
      temporary Notes, the Issuer shall execute, and the Indenture Trustee shall
      authenticate and deliver in exchange therefor, a like principal amount of
      Definitive Notes of authorized denominations. Until so exchanged, the temporary
      Notes shall in all respects be entitled to the same benefits under this
      Indenture as Definitive Notes.

     

    Section
      2.04 Registration;
      Registration of Transfer and Exchange.
      The
      Issuer shall cause to be kept a register (the “Note
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Note
      Registrar shall provide for the registration of Notes and the registration
      of
      transfers of Notes. The Indenture Trustee initially shall be the “Note
      Registrar” for the purpose of registering Notes and transfers of Notes as herein
      provided. Upon any resignation of any Note Registrar, the Issuer shall promptly
      appoint a successor or, if it elects not to make such an appointment, assume
      the
      duties of Note Registrar. If a Person other than the Indenture Trustee is
      appointed by the Issuer as Note Registrar, the Issuer will give the Indenture
      Trustee prompt written notice of the appointment of such Note Registrar and
      of
      the location, and any change in the location, of the Note Register, and the
      Indenture Trustee shall have the right to inspect the Note Register at all
      reasonable times and to obtain copies thereof, and the Indenture Trustee shall
      have the right to conclusively rely upon a certificate executed on behalf of
      the
      Note Registrar by an Executive Officer thereof as to the names and addresses
      of
      the Holders of the Notes and the principal amounts and number of such
      Notes.

     

    Upon
      surrender for registration of transfer of any Note at the office or agency
      of
      the Issuer to be maintained as provided in Section
      3.02,
      if the
      requirements of Section
      8-401(a)
      of the
      UCC are met, the Issuer shall execute, and the Indenture Trustee shall
      authenticate and the Noteholder shall obtain from the Indenture Trustee, in
      the
      name of the designated transferee or transferees, one or more new Notes of
      the
      same Class in any authorized denominations, of a like aggregate principal
      amount.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    At
      the
      option of the Holder, Notes may be exchanged for other Notes of the same Class
      in any authorized denominations, of a like aggregate principal amount, upon
      surrender of the Notes to be exchanged at such office or agency. Whenever any
      Notes are so surrendered for exchange, if the requirements of Section
      8-401(a)
      of the
      UCC are met, the Issuer shall execute, and the Indenture Trustee, without having
      to verify that the requirements of Section
      8-401(a)
      have
      been met, shall authenticate and the Noteholder shall obtain from the Indenture
      Trustee, the Notes that the Noteholder making the exchange is entitled to
      receive.

     

    All
      Notes
      issued upon any registration of transfer or exchange of Notes shall be the
      valid
      obligations of the Issuer, evidencing the same debt, and entitled to the same
      benefits under this Indenture, as the Notes surrendered upon such registration
      of transfer or exchange. Every Note presented or surrendered for registration
      of
      transfer or exchange shall be duly endorsed by, or be accompanied by a written
      instrument of transfer in form satisfactory to the Indenture Trustee duly
      executed by, the Holder thereof or such Holder’s attorney duly authorized in
      writing, with such signature guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar, which requirements include
      membership or participation in the Securities Transfer Agent’s Medallion Program
      (“STAMP”)
      or
      such other “signature guarantee program” as may be determined by the Note
      Registrar in addition to, or in substitution for, STAMP, all in accordance
      with
      the Exchange Act.

     

    No
      service charge shall be made to a Holder for any registration of transfer or
      exchange of Notes, but the Issuer or the Indenture Trustee may require payment
      of a sum sufficient to cover any tax or other governmental charge that may
      be
      imposed in connection with any registration of transfer or exchange of Notes,
      other than exchanges pursuant to Section
      2.03
      or
9.05
      not
      involving any transfer.

     

    The
      preceding provisions of this Section notwithstanding, the Issuer shall not
      be
      required to make and the Note Registrar need not register transfers or exchanges
      of Notes selected for redemption or of any Note for a period of 15 days
      preceding the due date for any payment with respect to the Note.

     

    No
      Note,
      or any interest therein, may be transferred to an “employee benefit plan” within
      the meaning of Section
      3(3)
      of ERISA
      that is subject to ERISA, a “plan” described in Section 4975(e)(1)
      of the
      Code, any entity that is deemed to hold “plan assets” of any of the foregoing by
      reason of an employee benefit plan’s or other plan’s investment in such entity,
      or any governmental, foreign or church plan subject to applicable law that
      is
      substantially similar to Section 406 of ERISA or Section 4975 of the Code,
      unless such transferee represents, warrants and covenants that its purchase
      and
      holding of such Note, throughout the period that it holds such Note, is and
      will
      be, eligible for relief under Section 408(b)(17) of ERISA; Department of Labor
      prohibited transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60;
      PTCE 91-38; PTCE 84-14 or another applicable prohibited transaction
      exemption (or in the case of a governmental, foreign or church plan, subject
      to
      law that is substantially similar to Section 406 of ERISA or Section 4975
      of the Code, a similar type of exemption or other applicable relief). By its
      acquisition of a Note in book-entry form or any interest therein, each
      transferee will be deemed to have represented, warranted and covenanted that
      it
      satisfies the foregoing requirements and the Indenture Trustee may rely
      conclusively on the same for purposes hereof.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    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
      Notes.

     

    Section
      2.05 [Reserved].

     

    Section
      2.06 Mutilated,
      Destroyed, Lost or Stolen Notes.
      If (i)
      any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
      Trustee receives evidence to its satisfaction of the destruction, loss or theft
      of any Note, and (ii) there is delivered to the Indenture Trustee such security
      or indemnity as may be required by it to hold the Issuer and the Indenture
      Trustee harmless, then, in the absence of notice to the Issuer, the Note
      Registrar or the Indenture Trustee that such Note has been acquired by a
      protected purchaser, and provided that the requirements of Section
      8-405
      of the
      UCC are met, the Issuer shall execute, and upon an Issuer Order the Indenture
      Trustee shall authenticate and deliver, in exchange for or in lieu of any such
      mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class;
      provided,
      however,
      that if
      any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
      become or within 15 days shall be due and payable, or shall have been called
      for
      redemption, instead of issuing a replacement Note, the Issuer may pay such
      destroyed, lost or stolen Note when so due or payable or upon the Redemption
      Date without surrender thereof. If, after the delivery of such replacement
      Note
      or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the
      original Note in lieu of which such replacement Note was issued presents for
      payment such original Note, the Issuer and the Indenture Trustee shall be
      entitled to recover such replacement Note (or such payment) from the Person
      to
      whom it was delivered or any Person taking such replacement Note from such
      Person to whom such replacement Note was delivered or any assignee of such
      Person, except a protected purchaser, and shall be entitled to recover upon
      the
      security or indemnity provided therefor to the extent of any loss, damage,
      cost
      or expense incurred by the Issuer or the Indenture Trustee in connection
      therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section, the Issuer may require
      the
      payment by the Holder of such Note of a sum sufficient to cover any tax or
      other
      governmental charge that may be imposed in relation thereto and any other
      reasonable expenses (including the fees, expenses and indemnities of the
      Indenture Trustee) connected therewith.

     

    Every
      replacement Note issued pursuant to this Section in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuer, whether or not the mutilated,
      destroyed, lost or stolen Note shall be at any time enforceable by anyone,
      and
      shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    Section
      2.07 Persons
      Deemed Owners.
      Prior
      to due presentment for registration of transfer of any Note, the Issuer, the
      Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
      treat
      the Person in whose name any Note is registered (as of the day of determination)
      as the owner of such Note for the purpose of receiving payments of principal
      of
      and interest, if any, on such Note and for all other purposes whatsoever,
      whether or not such Note be overdue, and none of the Issuer, the Indenture
      Trustee or any agent of the Issuer or the Indenture Trustee shall be affected
      by
      notice to the contrary.

     

    
      
        
        

      

      
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    Section
      2.08 Payment
      of Principal and Interest; Defaulted Interest.

     

    (a) The
      Class
      A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes
      shall accrue interest at the Class A-1 Rate, the Class A-2 Rate, the Class
      A-3
      Rate and the Class A-4 Rate, respectively, as set forth in Exhibit A-1, Exhibit
      A-2, Exhibit A-3 and Exhibit A-4, respectively, and such interest shall be
      payable on each Payment Date as specified therein, subject to Section
      3.01.
      Any
      installment of interest or principal payable on a Note that is punctually paid
      or duly provided for by the Issuer on the applicable Payment Date shall be
      paid
      to the Person in whose name such Note (or one or more Predecessor Notes) is
      registered on the Record Date by check mailed first-class postage prepaid to
      such Person’s address as it appears on the Note Register on such Record Date,
      except that, unless Definitive Notes have been issued pursuant to Section
      2.12,
      with
      respect to Notes registered on the Record Date in the name of the nominee of
      the
      Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be
      made by wire transfer in immediately available funds to the account designated
      by such nominee, if an account is so designated; provided, however, that the
      final installment of principal payable with respect to such Note on a Payment
      Date or on the related Stated Maturity Date (including the Redemption Price
      for
      any Note called for redemption pursuant to Section
      10.01)
      shall
      be payable as provided in paragraph (b) below. The funds represented by any
      such
      checks returned undelivered shall be held in accordance with Section
      3.03.

     

    (b) The
      principal of each Note shall be payable in installments on each Payment Date
      as
      provided in Section
      3.01
      hereof
      and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit
      A-3 and Exhibit A-4. Notwithstanding the foregoing, the entire unpaid principal
      amount of the Notes may be declared immediately due and payable, if not
      previously paid, in the manner provided in Section
      5.02
      on any
      date on which an Event of Default shall have occurred and be continuing, by
      the
      Indenture Trustee or the Indenture Trustee acting at the direction of the
      Holders of Notes representing not less than a majority of the Outstanding Amount
      of the Notes. All principal payments on each Class of Notes shall be made pro
      rata to the Noteholders of the related Class entitled thereto. Upon written
      notice thereof, the Indenture Trustee shall notify the Person in whose name
      a
      Note is registered at the close of business on the Record Date preceding the
      Payment Date on which the Issuer expects the final installment of principal
      of
      and interest on such Note to be paid. Such notice shall specify that such final
      installment will be payable only upon presentation and surrender of such Note
      and shall specify the place where such Note may be presented and surrendered
      for
      payment of such installment. Notices in connection with redemptions of Notes
      shall be mailed to Noteholders as provided in Section
      10.02.

     

    (c) If
      the
      Issuer defaults in a payment of interest on the Notes, the Issuer shall pay
      defaulted interest (plus interest on such defaulted interest to the extent
      lawful) at the applicable Interest Rate in any lawful manner on the next Payment
      Date.

     

    Section
      2.09 Cancellation.
      All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Indenture Trustee, be
      delivered to the Indenture Trustee and shall be promptly cancelled by the
      Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee
      for cancellation any Notes previously authenticated and delivered hereunder
      that
      the Issuer may have acquired in any manner whatsoever, and all Notes so
      delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall
      be authenticated in lieu of or in exchange for any Notes cancelled as provided
      in this Section, except as expressly permitted by this Indenture. All cancelled
      Notes may be held or disposed of by the Indenture Trustee in accordance with
      its
      standard retention or disposal policy as in effect at the time unless the Issuer
      shall direct by an Issuer Order that they be destroyed or returned to it;
provided,
      that
      such Issuer Order is timely and the Notes have not been previously disposed
      of
      by the Indenture Trustee.

     

    
      
        
        

      

      
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    Section
      2.10 Book-Entry
      Notes.
      The
      Notes, upon original issuance, will be issued in the form of typewritten Notes
      representing the Book-Entry Notes, to be delivered to The Depository Trust
      Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The
      Book-Entry Notes shall be registered initially on the Note Register in the
      name
      of Cede & Co., the nominee of the initial Clearing Agency, and no Owner
      thereof will receive a Definitive Note representing such Note Owner’s interest
      in such Note, except as provided in Section
      2.12.
      Unless
      and until definitive, fully registered Notes (the “Definitive Notes”) have been
      issued to such Note Owners pursuant to Section
      2.12:

     

    (a) the
      provisions of this Section shall be in full force and effect;

     

    (b) the
      Note
      Registrar and the Indenture Trustee shall be entitled to deal with the Clearing
      Agency for all purposes of this Indenture (including the payment of principal
      of
      and interest on the Notes and the giving of instructions or directions
      hereunder) as the sole holder of the Notes, and shall have no obligation to
      the
      Note Owners;

     

    (c) to
      the
      extent that the provisions of this Section conflict with any other provisions
      of
      this Indenture, the provisions of this Section shall control;

     

    (d) the
      rights of Note Owners shall be exercised only through the Clearing Agency and
      shall be limited to those established by law and agreements between such Note
      Owners and the Clearing Agency or the Clearing Agency Participants pursuant
      to
      the Note Depository Agreement. Unless and until Definitive Notes are issued
      pursuant to Section
      2.12,
      the
      initial Clearing Agency will make book-entry transfers among the Clearing Agency
      Participants and receive and transmit payments of principal of and interest
      on
      the Notes to such Clearing Agency Participants; and

     

    (e) whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders of Notes evidencing a specified percentage of the
      Outstanding Amount of the Notes, the Clearing Agency shall be deemed to
      represent such percentage only to the extent that it has received instructions
      to such effect from Note Owners or Clearing Agency Participants owning or
      representing, respectively, such required percentage of the beneficial interest
      in the Notes and has delivered such instructions to the Indenture
      Trustee.

     

    Section
      2.11 Notices
      to Clearing Agency.
      Whenever a notice or other communication to the Noteholders is required under
      this Indenture, unless and until Definitive Notes shall have been issued to
      such
      Note Owners pursuant to Section
      2.12,
      the
      Indenture Trustee shall give all such notices and communications specified
      herein to be given to Holders of the Notes to the Clearing Agency, and shall
      have no obligation to such Note Owners.

     

    
      
        
        

      

      
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    Section
      2.12 Definitive
      Notes.
      If (a)
      the Administrator advises the Indenture Trustee in writing that the Clearing
      Agency is no longer willing or able to properly discharge its responsibilities
      with respect to the Book-Entry Notes and the Administrator is unable to locate
      a
      qualified successor or (b) after the occurrence of an Event of Default or a
      Servicer Termination Event, Owners of the Book-Entry Notes representing
      beneficial interests aggregating at least a majority of the Outstanding Amount
      of such Notes advise the Clearing Agency in writing that the continuation of
      a
      book-entry system through the Clearing Agency is no longer in the best interests
      of such Note Owners, then the Clearing Agency shall notify all Note Owners,
      the
      Administrator and the Indenture Trustee of the occurrence of any such event
      and
      of the availability of Definitive Notes to Note Owners requesting the same.
      Upon
      surrender to the Indenture Trustee of the typewritten Notes representing the
      Book-Entry Notes by the Clearing Agency, accompanied by registration
      instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer
      Order shall authenticate the Definitive Notes in accordance with the written
      instructions of the Clearing Agency. None of the Issuer, the Note Registrar,
      the
      Administrator or the Indenture 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 Definitive Notes, the
      Indenture Trustee shall recognize the Holders of the Definitive Notes as
      Noteholders.

     

    Section
      2.13 Tax
      Treatment.
      The
      Issuer has entered into this Indenture, and the Notes will be issued, with
      the
      intention that, for purposes of federal and state income tax, franchise tax
      and
      any other tax measured in whole or in part by income, the Notes will be
      characterized as indebtedness secured by the Trust Estate. The Issuer, by
      entering into this Indenture, and each Noteholder, by its acceptance of a Note
      (and each Note Owner by its acceptance of an interest in the applicable
      Book-Entry Note), agree to treat the Notes for such purposes as
      indebtedness.

     

    ARTICLE
      III.

    COVENANTS

     

    Section
      3.01 Payment
      of Principal and Interest.
      The
      Issuer will duly and punctually pay the principal of and interest, if any,
      on
      the Notes in accordance with the terms of the Notes and this Indenture. Without
      limiting the foregoing, subject to Section
      8.02(c),
      on each
      Payment Date, the Issuer will cause to be distributed all amounts deposited
      pursuant to the Sale and Servicing Agreement into the Note Distribution Account
      (a) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (b)
      for the benefit of the Class A-2 Notes, to the Class A-2 Noteholders, (c) for
      the benefit of the Class A-3 Notes, to the Class A-3 Noteholders and (d) for
      the
      benefit of the Class A-4 Notes, to the Class A-4 Noteholders. Amounts properly
      withheld under the Code by any Person from a payment to any Noteholder of
      interest and/or principal shall be considered as having been paid by the Issuer
      to such Noteholder for all purposes of this Indenture.

     

    Section
      3.02 Maintenance
      of Office or Agency.
      The
      Issuer will maintain in the Borough of Manhattan, The City of New York, an
      office or agency where Notes may be surrendered for registration of transfer
      or
      exchange, and where notices and demands to or upon the Issuer in respect of
      the
      Notes and this Indenture may be served. Such office will initially be located
      at
      (a) solely for the purposes of the transfer, surrender or exchange of
      Notes, Citibank, N.A., 111 Wall Street, 15th
      Floor
      Window, New York, New York 10005, Attention: Structured Finance Agency and
      Trust-Hyundai Auto Receivables Trust 2008-A and (b) for all other purposes
      Citibank N.A., 388 Greenwich Street, 14th
      Floor,
      New York, New York 10013, Attention: Structured Finance Agency and Trust-Hyundai
      Auto Receivables Trust 2008-A. The Issuer will give prompt written notice
      to the Indenture Trustee of the location, and of any change in the location,
      of
      any such office or agency. If at any time the Issuer shall fail to maintain
      any
      such office or agency or shall fail to furnish the Indenture Trustee with the
      address thereof, such surrenders, notices and demands may be made or served
      at
      the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
      as its agent to receive all such surrenders, notices and demands.

     

    
      
        
        

      

      
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    Section
      3.03 Money
      for Payments To Be Held in Trust.
      All
      payments of amounts due and payable with respect to any Notes that are to be
      made from amounts withdrawn from the Trust Accounts shall be made on behalf
      of
      the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts
      so withdrawn from the Collection Account, the Note Distribution Account or
      the
      Reserve Account for payments of Notes shall be paid over to the Issuer except
      as
      provided in this Section.

     

    On
      or
      before the Business Day preceding each Payment Date and Redemption Date, the
      Issuer shall deposit or cause to be deposited in the Note Distribution Account
      an aggregate sum sufficient to pay the amounts then becoming due under the
      Notes, such sum to be held in trust for the benefit of the Persons entitled
      thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly
      notify the Indenture Trustee of its action or failure so to act.

     

    The
      Issuer will cause each Paying Agent other than the Indenture Trustee to execute
      and deliver to the Indenture Trustee an instrument in which such Paying Agent
      shall agree with the Indenture Trustee (and if the Indenture Trustee acts as
      Paying Agent, it hereby so agrees), subject to the provisions of this Section,
      that such Paying Agent will:

     

    (a) hold
      all
      sums held by it for the payment of amounts due with respect to the Notes in
      trust for the benefit of the Persons entitled thereto until such sums shall
      be
      paid to such Persons or otherwise disposed of as herein provided and pay such
      sums to such Persons as herein provided;

     

    (b) give
      the
      Indenture Trustee notice of any default by the Issuer (or any other obligor
      on
      the Notes) of which it has actual knowledge in the making of any payment
      required to be made with respect to the Notes;

     

    (c) at
      any
      time during the continuance of any such default, upon the written request of
      the
      Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
      in
      trust by such Paying Agent;

     

    (d) immediately
      resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
      held by it in trust for the payment of Notes if at any time it ceases to meet
      the standards required to be met by a Paying Agent at the time of its
      appointment; and

     

    (e) comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Notes of any applicable withholding taxes imposed
      thereon (including retaining any Internal Revenue Service forms or
      certifications establishing exemption therefrom as required by law) and with
      respect to any applicable reporting requirements in connection with any payments
      made by it on any Notes and any withholding of taxes therefrom.

     

    
      
        
        

      

      
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    The
      Issuer may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, by Issuer Order direct
      any
      Paying Agent to pay to the Indenture Trustee all sums held in trust by such
      Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
      as those upon which the sums were held by such Paying Agent; and upon such
      payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
      be
      released from all further liability with respect to such money.

     

    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Indenture Trustee or any Paying Agent in trust for the payment of any amount
      due
      with respect to any Note and remaining unclaimed for two years after such amount
      has become due and payable shall be discharged from such trust and be paid
      upon
      Issuer Request to the Issuer; and the Holder of such Note shall thereafter,
      as
      an unsecured general creditor, look only to the Issuer for payment thereof
      (but
      only to the extent of the amounts so paid to the Issuer), and all liability
      of
      the Indenture Trustee or such Paying Agent with respect to such trust money
      shall thereupon cease; provided, however, that the Indenture Trustee or such
      Paying Agent, before being required to make any such repayment, shall at the
      expense and direction of the Issuer cause to be published once, in a newspaper
      published in the English language, customarily published on each Business Day
      and of general circulation in The City of New York, notice that such money
      remains unclaimed and that, after a date specified therein, which shall not
      be
      less than 30 days from the date of such publication, any unclaimed balance
      of
      such money then remaining will be repaid to the Issuer. The Indenture Trustee
      shall also adopt and employ, at the expense and direction of the Issuer, any
      other reasonable means of notification of such repayment (including, but not
      limited to, mailing notice of such repayment to Holders whose Notes have been
      called but have not been surrendered for redemption or whose right to or
      interest in moneys due and payable but not claimed is determinable from the
      records of the Indenture Trustee or of any Paying Agent, at the last address
      of
      record for each such Holder).

     

    Section
      3.04 Existence.
      Except
      as otherwise permitted by the provisions of Section 3.10, the Issuer will
      keep in full effect its existence, rights and franchises as a statutory trust
      under the laws of the State of Delaware (unless it becomes, or any successor
      Issuer hereunder is or becomes, organized under the laws of any other State
      or
      of the United States of America, in which case the Issuer will keep in full
      effect its existence, rights and franchises under the laws of such other
      jurisdiction) and will obtain and preserve its qualification to do business
      in
      each jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of this Indenture, the Notes, the
      Collateral and each other instrument or agreement included in the Trust
      Estate.

     

    Section
      3.05 Protection
      of Trust Estate.
      The
      Issuer will from time to time execute and deliver all such supplements and
      amendments hereto and all such financing statements, continuation statements,
      instruments of further assurance and other instruments, and will take such
      other
      action necessary or advisable to:

     

    (a) maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

     

    (b) perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    (c) enforce
      any of the Collateral; or

     

    
      
        
        

      

      
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    (d) preserve
      and defend title to the Trust Estate and the rights of the Indenture Trustee
      and
      the Noteholders in such Trust Estate against the claims of all persons and
      parties.

     

    The
      Issuer hereby designates the Indenture Trustee, as its agent and
      attorney-in-fact, to execute upon an Issuer Order any financing statement,
      continuation statement or other instrument required to be executed pursuant
      to
      this Section
      3.05.

     

    Section
      3.06 Opinions
      as to Trust Estate.

     

    (a) On
      the
      Closing Date, the Issuer shall cause to be furnished to the Indenture Trustee
      an
      Opinion of Counsel either stating that, in the opinion of such counsel, such
      action has been taken with respect to the recording and filing of this
      Indenture, any indentures supplemental hereto, and any other requisite
      documents, and with respect to the filing of any financing statements and
      continuation statements, as are necessary to perfect and make effective the
      lien
      and security interest of this Indenture and reciting the details of such action,
      or stating that, in the opinion of such counsel, no such action is necessary
      to
      make such lien and security interest effective.

     

    (b) On
      or
      before April 30 in each calendar year, beginning in 2009, the Issuer shall
      furnish or cause to be furnished to the Indenture Trustee an Opinion of Counsel
      either stating that, in the opinion of such counsel, such action has been taken
      with respect to the recording, filing, re-recording and re-filing of this
      Indenture, any indentures supplemental hereto and any other requisite documents
      and with respect to the execution and filing of any financing statements and
      continuation statements as is necessary to maintain the lien and security
      interest created by this Indenture and reciting the details of such action,
      or
      stating that in the opinion of such counsel no such action is necessary to
      maintain such lien and security interest. Such Opinion of Counsel shall also
      describe the recording, filing, re-recording and refiling of this Indenture,
      any
      indentures supplemental hereto and any other requisite documents and the
      execution and filing of any financing statements and continuation statements
      that will, in the opinion of such counsel, be required to maintain the lien
      and
      security interest of this Indenture until April 30 in the following calendar
      year.

     

    Section
      3.07 Performance
      of Obligations; Servicing of Receivables.

     

    (a) The
      Issuer will not take any action and will use its reasonable best efforts not
      to
      permit any action to be taken by others that would release any Person from
      any
      of such Person’s material covenants or obligations under any instrument or
      agreement included in the Trust Estate or that would result in the amendment,
      hypothecation, subordination, termination or discharge of, or impair the
      validity or effectiveness of, any such instrument or agreement, except as
      expressly provided in this Indenture, the Sale and Servicing Agreement or such
      other instrument or agreement.

     

    (b) The
      Issuer may contract with other Persons with notification to the Rating Agencies
      to assist it in performing its duties under this Indenture, and any performance
      of such duties by a Person identified to the Indenture Trustee in an Officer’s
      Certificate of the Issuer shall be deemed to be action taken by the Issuer.
      Initially, the Issuer has contracted with the Servicer and the Administrator
      to
      assist the Issuer in performing its duties under this Indenture.

     

    
      
        
        

      

      
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    (c) The
      Issuer will punctually perform and observe all of its obligations and agreements
      contained in this Indenture, the Basic Documents and in the instruments and
      agreements included in the Trust Estate, including but not limited to filing
      or
      causing to be filed all UCC financing statements and continuation statements
      required to be filed by the terms of this Indenture and the Sale and Servicing
      Agreement in accordance with and within the time periods provided for herein
      and
      therein. Except as otherwise expressly provided therein, the Issuer shall not
      waive, amend, modify, supplement or terminate any Basic Document or any
      provision thereof without the consent of either the Indenture Trustee or the
      Holders of at least a majority of the Outstanding Amount of the
      Notes.

     

    (d) If
      the
      Issuer shall have knowledge of the occurrence of a Servicer Termination Event
      under the Sale and Servicing Agreement, the Issuer shall promptly notify the
      Indenture Trustee and the Rating Agencies thereof, and shall specify in such
      notice the action, if any, the Issuer is taking with respect to such
      default.

     

    (e) [Reserved].

     

    (f) Upon
      any
      termination of the Servicer’s rights and powers pursuant to the Sale and
      Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee
      thereof. As soon as a successor servicer (a “Successor
      Servicer”)
      is
      appointed, the Issuer shall notify the Indenture Trustee in writing of such
      appointment, specifying in such notice the name and address of such Successor
      Servicer.

     

    (g) Without
      limitation of the absolute nature of the assignment granted to the Indenture
      Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
      the Issuer agrees (i) except to the extent otherwise provided in any Basic
      Documents, that it will not, without the prior written consent of the Indenture
      Trustee acting at the direction of the Holders of at least a majority in
      Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate
      or
      surrender, or agree to any amendment, modification, supplement, termination,
      waiver or surrender of, the terms of any Collateral (except to the extent
      otherwise provided in the Sale and Servicing Agreement) or the Basic Documents,
      or waive timely performance or observance by the Servicer or the Seller under
      the Sale and Servicing Agreement; and (ii) that any such amendment shall not
      (A)
      reduce the interest rate or principal amount of any Note or delay the Stated
      Maturity Date of any Note without the consent of the Holder of such Note
      (B) reduce the aforesaid percentage of the Notes that is required to
      consent to any such amendment, without the consent of the Holders of all
      Outstanding Notes. If the Indenture Trustee acting at the direction of such
      Holders agrees to any such amendment, modification, supplement or waiver, the
      Indenture Trustee agrees, promptly following a request by the Issuer to do
      so,
      to execute and deliver, at the Issuer’s own expense, such agreements,
      instruments, consents and other documents as the Issuer may deem necessary
      or
      appropriate in the circumstances.

     

    
      
        
        

      

      
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    Section
      3.08 Negative
      Covenants.
      So long
      as any Notes are Outstanding, the Issuer shall not:

     

    (a) except
      to
      the extent as expressly permitted by this Indenture or the Sale and Servicing
      Agreement, sell, transfer, exchange or otherwise dispose of any of the
      properties or assets of the Issuer, including those included in the Trust
      Estate, unless directed to do so by the Indenture Trustee acting on direction
      of
      at least a majority in Outstanding Amount of the Notes given pursuant to this
      Agreement;

     

    (b) claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of, the Notes (other than amounts properly withheld from such payments
      under the Code) or assert any claim against any present or former Noteholder
      by
      reason of the payment of the taxes levied or assessed upon any part of the
      Trust
      Estate; or

     

    (c) (i)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (ii) permit any lien, charge, excise, claim,
      security interest, mortgage or other encumbrance (other than the lien of this
      Indenture) to be created on or extend to or otherwise arise upon or burden
      the
      Trust Estate or any part thereof or any interest therein or the proceeds thereof
      (other than tax liens, mechanics’ liens and other liens that arise by operation
      of law, in each case on any of the Financed Vehicles and arising solely as
      a
      result of an action or omission of the related Obligor) or (iii) permit the
      lien
      of this Indenture not to constitute a valid first priority (other than with
      respect to any such tax, mechanics’ or other lien) security interest in the
      Trust Estate.

     

    Section
      3.09 Annual
      Statement as to Compliance.
      The
      Issuer will deliver to the Indenture Trustee and the Rating Agencies, within
      120
      days after the end of each fiscal year of the Issuer (commencing with the
      calendar year of 2009), an Officer’s Certificate stating, as to the Authorized
      Officer signing such Officer’s Certificate, that:

     

    (a) a
      review
      of the activities of the Issuer during such year and of its performance under
      this Indenture has been made under such Authorized Officer’s supervision;
      and

     

    (b) to
      the
      best of such Authorized Officer’s knowledge, based on such review, the Issuer
      has complied with all conditions and covenants under this Indenture throughout
      such year or, if there has been a default in its compliance with any such
      condition or covenant, specifying each such default known to such Authorized
      Officer and the nature and status thereof.

     

    Section
      3.10 Issuer
      May Consolidate, etc., Only on Certain Terms.

     

    (a) The
      Issuer shall not consolidate or merge with or into any other Person,
      unless:

     

    
      
        
        

      

      
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    (i) the
      Person (if other than the Issuer) formed by or surviving such consolidation
      or
      merger shall be a Person organized and existing under the laws of the United
      States of America or any State and shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Indenture Trustee, in form
      satisfactory to the Indenture Trustee, the due and punctual payment of the
      principal of and interest on all Notes and the performance or observance of
      every agreement and covenant of this Indenture on the part of the Issuer to
      be
      performed or observed, all as provided herein;

     

    (ii) immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii) the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv) the
      Issuer shall have received an Opinion of Counsel (and shall have delivered
      copies thereof to the Indenture Trustee) to the effect that such transaction
      will not have any material adverse federal income tax consequences to the
      Issuer, any Noteholder or any Certificateholder;

     

    (v) any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken; and

     

    (vi) the
      Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel each stating that such consolidation or merger and
      such supplemental indenture comply with this Article III and that all conditions
      precedent herein provided for relating to such transaction have been complied
      with (including any filing required by the Exchange Act) in all material
      respects.

     

    (b) The
      Issuer shall not convey or transfer any of its properties or assets, including
      those included in the Trust Estate, to any Person, unless:

     

    (i) the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuer the conveyance or transfer of which is hereby restricted (A) shall be
      a
      United States citizen or a Person organized and existing under the laws of
      the
      United States of America or any State, (B) expressly assumes, by an indenture
      supplemental hereto, executed and delivered to the Indenture Trustee, in form
      satisfactory to the Indenture Trustee, the due and punctual payment of the
      principal of and interest on all Notes and the performance or observance of
      every agreement and covenant of this Indenture on the part of the Issuer to
      be
      performed or observed, all as provided herein, (C) expressly agrees by means
      of
      such supplemental indenture that all right, title and interest so conveyed
      or
      transferred shall be subject and subordinate to the rights of Holders of the
      Notes, (D) unless otherwise provided in such supplemental indenture, expressly
      agrees to indemnify, defend and hold harmless the Issuer and the Indenture
      Trustee against and from any loss, liability or expense arising under or related
      to this Indenture and the Notes and (E) expressly agrees by means of such
      supplemental indenture that such Person (or, if a group of Persons, one
      specified Person) shall make all filings with the Commission (and any other
      appropriate Person) required by the Exchange Act in connection with the
      Notes;

     

    
      
        
        

      

      
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    (ii) immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii) the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv) the
      Issuer shall have received an Opinion of Counsel which may not be in-house
      counsel (and shall have delivered copies thereof to the Indenture Trustee)
      to
      the effect that such transaction will not have any material adverse federal
      income tax consequences to the Issuer, any Noteholder or any
      Certificateholder;

     

    (v) any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken; and

     

    (vi) the
      Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel each stating that such conveyance or transfer and
      such
      supplemental indenture comply with this Article III and that all conditions
      precedent herein provided for relating to such transaction have been complied
      with (including any filing required by the Exchange Act) in all material
      respects.

     

    Section
      3.11 Successor
      or Transferee.

     

    (a) Upon
      any
      consolidation or merger of the Issuer in accordance with Section 3.10(a),
      the
      Person formed by or surviving such consolidation or merger (if other than the
      Issuer) shall succeed to, and be substituted for, and may exercise every right
      and power of, the Issuer under this Indenture with the same effect as if such
      Person had been named as the Issuer herein.

     

    (b) Upon
      a
      conveyance or transfer of all the assets and properties of the Issuer pursuant
      to Section
      3.10(b),
      Hyundai
      Auto Receivables Trust 2008-A will be released from every covenant and agreement
      of this Indenture to be observed by or performed on the part of the Issuer
      with
      respect to the Notes immediately upon the delivery of written notice to the
      Indenture Trustee stating that Hyundai Auto Receivables Trust 2008-A is to
      be so
      released.

     

    Section
      3.12 No
      Other Business.
      The
      Issuer shall not engage in any business other than financing, purchasing,
      owning, selling and managing the Receivables in the manner contemplated by
      this
      Indenture and the Basic Documents and any activities incidental
      thereto.

     

    Section
      3.13 No
      Borrowing.
      The
      Issuer shall not issue, incur, assume, guarantee or otherwise become liable,
      directly or indirectly, for any indebtedness except for the Notes.

     

    
      
        
        

      

      
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    Section
      3.14 Compliance
      with Regulation AB.
      For so
      long as the Issuer is subject to the reporting requirements under the Securities
      Exchange Act of 1934, as amended, the Issuer agrees to perform all duties and
      obligations applicable to or required of the Issuer set forth in Appendix A
      to the Sale and Servicing Agreement and makes the representations and warranties
      therein applicable to it.

     

    Section
      3.15 Guarantees,
      Loans, Advances and Other Liabilities.
      Except
      as contemplated by the Trust Agreement, the Sale and Servicing Agreement or
      this
      Indenture, the Issuer shall not make any loan or advance or credit to, or
      guarantee (directly or indirectly or by an instrument having the effect of
      assuring another’s payment or performance on any obligation or capability of so
      doing or otherwise), endorse or otherwise become contingently liable, directly
      or indirectly, in connection with the obligations, stocks or dividends of,
      or
      own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
      obligations, assets or securities of, or any other interest in, or make any
      capital contribution to, any Person.

     

    Section
      3.16 Capital
      Expenditures.
      The
      Issuer shall not make any expenditure (by long-term or operating lease or
      otherwise) for capital assets (either realty or personalty).

     

    Section
      3.17 Removal
      of Administrator.
      So long
      as any Notes are Outstanding, the Issuer shall not remove the Administrator
      unless the Rating Agency Condition shall have been satisfied in connection
      with
      such removal and the Indenture Trustee receives written notice of the foregoing
      and consents thereto.

     

    Section
      3.18 Restricted
      Payments.
      Except
      with respect to the proceeds from issuance of the Notes, the Issuer shall not,
      directly or indirectly, (a) pay any dividend or make any distribution (by
      reduction of capital or otherwise), whether in cash, property, securities or
      a
      combination thereof, to the Owner Trustee or any owner of a beneficial interest
      in the Issuer or otherwise with respect to any ownership or equity interest
      or
      security in or of the Issuer or to the Servicer, (b) redeem, purchase, retire
      or
      otherwise acquire for value any such ownership or equity interest or security
      or
      (c) set aside or otherwise segregate any amounts for any such purpose; provided,
      however, that the Issuer may make, or cause to be made, distributions as
      contemplated by, and to the extent funds are available for such purpose under,
      the Sale and Servicing Agreement, this Indenture or the Trust Agreement. The
      Issuer will not, directly or indirectly, make payments to or distributions
      from
      the Trust Accounts except in accordance with this Indenture and the Basic
      Documents.

     

    Section
      3.19 Notice
      of Events of Default.
      The
      Issuer shall give the Indenture Trustee and the Rating Agencies prompt written
      notice of each Event of Default hereunder, and of each default on the part
      of
      the Servicer or the Seller of its obligations under the Sale and Servicing
      Agreement.

     

    Section
      3.20 Further
      Instruments and Acts.
      Upon
      request of the Indenture Trustee, the Issuer will execute and deliver such
      further instruments and do such further acts as may be reasonably necessary
      or
      proper to carry out more effectively the purpose of this Indenture.

     

    
      
        
        

      

      
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    ARTICLE
      IV.

    SATISFACTION
      AND DISCHARGE

     

    Section
      4.01 Satisfaction
      and Discharge of Indenture.
      This
      Indenture shall cease to be of further effect with respect to the Notes except
      as to (a) rights of registration of transfer and exchange, (b) substitution
      of
      mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive
      payments of principal thereof and interest thereon, (d) Sections
      3.03,
      3.04,
      3.05,
      3.08,
      3.10,
      3.11,
      3.12,
      3.13,
      3.15,
      3.16
      and
3.18,
      (e) the
      rights, obligations and immunities of the Indenture Trustee hereunder (including
      the rights of the Indenture Trustee under Section
      6.07
      and the
      obligations of the Indenture Trustee under Section
      4.02)
      and (f)
      the rights of Noteholders as beneficiaries hereof with respect to the property
      so deposited with the Indenture Trustee payable to all or any of them, and
      the
      Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
      proper instruments acknowledging satisfaction and discharge of this Indenture
      with respect to the Notes, when

     

    (i) either:

     

    (A) all
      Notes
      theretofore authenticated and delivered (other than (1) Notes that have
      been destroyed, lost or stolen and that have been replaced or paid as provided
      in Section
      2.06
      and
      (2) Notes for the payment of which money has theretofore been deposited in
      trust or segregated and held in trust by the Issuer and thereafter repaid to
      the
      Issuer or discharged from such trust, as provided in Section
      3.03),
      have
      been delivered to the Indenture Trustee for cancellation; or

     

    (B) all
      Notes
      not theretofore delivered to the Indenture Trustee for cancellation

     

    (1) have
      become due and payable,

     

    (2) will
      become due and payable, as of November 17, 2014, within one year of such date
      or

     

    (3) are
      to be
      called for redemption within one year under arrangements satisfactory to the
      Indenture Trustee for the giving of notice of redemption by the Indenture
      Trustee in the name, and at the expense, of the Issuer;

     

    and
      the
      Issuer, in the case of a, b, or c above, has irrevocably deposited or caused
      to
      be irrevocably deposited with the Indenture Trustee cash or direct obligations
      of or obligations guaranteed by the United States of America (that will mature
      prior to the date such amounts are payable), in trust for such purpose, in
      an
      amount sufficient to pay and discharge the entire indebtedness on such Notes
      not
      theretofore delivered to the Indenture Trustee for cancellation when due to
      the
      applicable Stated Maturity Date or Redemption Date (if Notes shall have been
      called for redemption pursuant to Section
      10.01),
      as the
      case may be;

     

    (ii) the
      Issuer has paid or caused to be paid all other sums payable hereunder by the
      Issuer including, but not limited to, fees, reimbursements, indemnities and
      expenses due to the Indenture Trustee; and

     

    
      
        
        

      

      
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    (iii) the
      Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an
      Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an
      Independent Certificate from a firm of certified public accountants, each
      meeting the applicable requirements of Section
      11.01(a)
      and,
      subject to Section
      11.02,
      each
      stating that all conditions precedent herein provided for relating to the
      satisfaction and discharge of this Indenture have been complied
      with.

     

    Section
      4.02 Application
      of Trust Money.
      All
      moneys deposited with the Indenture Trustee pursuant to Section
      4.01
      hereof
      shall be held in trust and applied by it in accordance with the provisions
      of
      the Notes and this Indenture to the payment, either directly or through any
      Paying Agent, as the Indenture Trustee may determine, to the Holders of the
      particular Notes for the payment or redemption of which such moneys have been
      deposited with the Indenture Trustee, of all sums due and to become due thereon
      for principal and interest; but such moneys need not be segregated from other
      funds except to the extent required herein, in the Sale and Servicing Agreement
      or by law.

     

    Section
      4.03 Repayment
      of Moneys Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      the Notes, all moneys then held by any Paying Agent other than the Indenture
      Trustee under the provisions of this Indenture with respect to such Notes shall,
      upon written demand of the Issuer, be paid to the Indenture Trustee to be held
      and applied according to Section
      3.03;
      and
      thereupon, such Paying Agent shall be released from all further liability with
      respect to such moneys.

     

    Section
      4.04 Release
      of Collateral.
      Subject
      to Section
      11.01
      and the
      terms of the Basic Documents, the Indenture Trustee shall release property
      from
      the lien of this Indenture only upon receipt by it of an Issuer Request
      accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent
      Certificates in accordance with TIA Sections 314(c)
      and
314(d)(1)
      or an
      Opinion of Counsel in lieu of such Independent Certificates to the effect that
      the TIA does not require any such Independent Certificates.

     

    ARTICLE
      V.

    REMEDIES

     

    Section
      5.01 Events
      of Default.
      “Event
      of Default”,
      wherever used herein, means any one of the following events (whatever the reason
      for such Event of Default and whether it shall be voluntary or involuntary
      or be
      effected by operation of law or pursuant to any judgment, decree or order of
      any
      court or any order, rule or regulation of any administrative or governmental
      body):

     

    (a) default
      in the payment of any interest on any Note when the same becomes due and
      payable, and such default shall continue for a period of thirty-five (35)
      days;

     

    (b) default
      in the payment of the principal of or any installment of the principal of any
      Note on its related Stated Maturity Date;

     

    
      
        
        

      

      
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    (c) default
      in the observance or performance of any representation, warranty, covenant
      or
      agreement of the Issuer made in this Indenture (other than a covenant or
      agreement, a default in the observance or performance of which is elsewhere
      in
      this Section specifically dealt with) or in any certificate or other writing
      delivered pursuant hereto or in connection herewith proving to have been
      incorrect in any material respect as of the time when the same shall have been
      made, and such default shall continue or not be cured, or the circumstance
      or
      condition in respect of which such misrepresentation or warranty was incorrect
      shall not have been eliminated or otherwise cured, for a period of sixty (60)
      days (extendable to ninety (90) days if breach is of the type that can be
      cured within 90 days) after there shall have been given, by registered or
      certified mail, to the Issuer by the Indenture Trustee or to the Issuer and
      the
      Indenture Trustee by the Holders of at least 25% of the Outstanding Amount
      of
      the Notes, a written notice specifying such default or incorrect representation
      or warranty and requiring it to be remedied and stating that such notice is
      a
      notice of Default hereunder;

     

    (d) the
      filing of a decree or order for relief by a court having jurisdiction in the
      premises in respect of the Issuer or any substantial part of the Trust Estate
      in
      an involuntary case under any applicable federal or state bankruptcy, insolvency
      or other similar law now or hereafter in effect, or the appointment of a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
      official of the Issuer or for any substantial part of the Trust Estate, or
      the
      ordering of the winding-up or liquidation of the Issuer’s affairs, and such
      decree or order shall remain unstayed and in effect for a period of sixty (60)
      consecutive days; or

     

    (e) the
      commencement by the Issuer of a voluntary case under any applicable federal
      or
      state bankruptcy, insolvency or other similar law now or hereafter in effect,
      or
      the consent by the Issuer to the entry of an order for relief in an involuntary
      case under any such law, or the consent by the Issuer to the appointment of
      or
      taking of possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official of the Issuer or for any substantial part
      of
      the Trust Estate, or the making by the Issuer of any general assignment for
      the
      benefit of creditors, or the failure by the Issuer generally to pay its debts
      as
      such debts become due, or the taking of any action by the Issuer in furtherance
      of any of the foregoing.

     

    The
      Issuer shall promptly deliver to the Indenture Trustee written notice in the
      form of an Officer’s Certificate of any event that with the giving of notice and
      the lapse of time would become an Event of Default under clause (c), its status
      and what action the Issuer is taking or proposes to take with respect
      thereto.

     

    Section
      5.02 Acceleration
      of Maturity; Rescission and Annulment.

     

    (a) If
      an
      Event of Default shall occur and be continuing, then and in every such case
      the
      Indenture Trustee may, or the Indenture Trustee if so directed in writing by
      the
      Holders of Notes representing not less than a majority of the Outstanding Amount
      of the Notes shall, declare all the Notes to be then immediately due and
      payable, by a notice in writing to the Issuer (and to the Indenture Trustee
      if
      given by Noteholders), and upon any such declaration the Outstanding Amount
      of
      such Notes, together with accrued and unpaid interest thereon through the date
      of acceleration, shall become immediately due and payable.

     

    
      
        
        

      

      
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    (b) If
      an
      Event of Default under this Indenture shall have occurred, the Indenture Trustee
      in its discretion may, or if so requested in writing by Holders of Notes
      representing at least a majority of the Outstanding Amount of the Notes, shall,
      declare by written notice to the Issuer all of the Notes to be immediately
      due
      and payable, and upon any such declaration, the Outstanding Amount of the Notes,
      together with accrued interest thereon through the date of acceleration, shall
      become immediately due and payable as provided in the Notes set forth in Exhibit
      A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4. Notwithstanding anything to
      the
      contrary in this paragraph (b), if an Event of Default specified in clauses
      (d)
      or (e) of Section
      5.01
      shall
      have occurred and be continuing the Notes shall become immediately due and
      payable at par, together with accrued interest thereon.

     

    (c) At
      any
      time after such declaration of acceleration of maturity has been made, the
      Holders of Notes representing a majority of the Outstanding Amount of the Notes,
      by written notice to the Issuer and the Indenture Trustee, may rescind and
      annul
      such declaration and its consequences if:

     

    (i) the
      Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
      pay:

     

    (A) all
      payments of principal of and interest on the Notes and all other amounts that
      would then be due hereunder or upon such Notes if the Event of Default giving
      rise to such acceleration had not occurred; and

     

    (B) all
      sums
      paid by the Indenture Trustee hereunder and the reasonable compensation,
      indemnity, reimbursement, expenses and disbursements of the Indenture Trustee
      and its agents and counsel and the reasonable compensation, expenses and
      disbursements of the Owner Trustee and its agents and counsel; and

     

    (ii) all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section
      5.12.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereto.

     

    Section
      5.03 Collection
      of Indebtedness and Suits for Enforcement by Indenture Trustee.

     

    (a) The
      Issuer covenants that if (i) a default is made in the payment of any interest
      on
      any Note when the same becomes due and payable, and such default continues
      for a
      period of thirty-five (35) days or, (ii) default is made in the payment of
      the
      principal of or any installment of the principal of any Note when the same
      becomes due and payable, the Issuer will, upon demand of the Indenture Trustee,
      pay to it, for the benefit of the Holders of the Notes, the entire amount then
      due and payable on such Notes in respect of principal and interest, with
      interest on the overdue principal and, to the extent payment at such rate of
      interest shall be legally enforceable, on overdue installments of interest
      at
      the related Interest Rate and, in addition thereto, such further amount as
      shall
      be sufficient to cover the costs and expenses of collection, including the
      reasonable compensation, expenses and disbursements of the Indenture Trustee
      and
      its agents and counsel.

     

    
      
        
        

      

      
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    (b) In
      case
      the Issuer shall fail forthwith to pay such amounts upon such demand, the
      Indenture Trustee, in its own name and as trustee of an express trust, may
      institute a Proceeding for the collection of the sums so due and unpaid, and
      may
      prosecute such Proceeding to judgment or final decree, and may enforce the
      same
      against the Issuer or other obligor on such Notes and collect in the manner
      provided by law out of the Trust Estate or the property of any other obligor
      on
      such Notes, wherever situated, the moneys adjudged or decreed to be
      payable.

     

    (c) If
      an
      Event of Default occurs, the Indenture Trustee may, as more particularly
      provided in Section
      5.04,
      in its
      discretion, or shall, at the directions of the Holders of at least a majority
      of
      the Outstanding Amount of the Notes, proceed to protect and enforce its rights
      and the rights of the Noteholders, by such appropriate Proceedings as the
      Indenture Trustee or the Indenture Trustee at the direction of the Holders
      of at
      least a majority of the Outstanding Amount of the Notes shall reasonably deem
      most effective to protect and enforce any such rights, whether for the specific
      enforcement of any covenant or agreement in this Indenture or in aid of the
      exercise of any power granted herein, or to enforce any other proper remedy
      or
      legal or equitable right vested in the Indenture Trustee by this Indenture
      or by
      law.

     

    (d) In
      case
      there shall be pending, relative to the Issuer or any other obligor on the
      Notes
      or any Person having or claiming an ownership interest in the Trust Estate,
      Proceedings under Title 11 of the United States Code or any other applicable
      federal or state bankruptcy, insolvency or other similar law, or in case a
      receiver, assignee or trustee in bankruptcy or reorganization, or liquidator,
      sequestrator or similar official shall have been appointed for or taken
      possession of the Issuer or its property or such other obligor or Person, or
      in
      case of any other comparable Proceedings relative to the Issuer or other obligor
      on the Notes, or to the creditors or property of the Issuer or such other
      obligor, the Indenture Trustee, irrespective of whether the principal of any
      Notes shall then be due and payable as therein expressed or by declaration
      or
      otherwise and irrespective of whether the Indenture Trustee shall have made
      any
      demand pursuant to the provisions of this Section, shall be entitled and
      empowered, by intervention in such Proceedings or otherwise:

     

    (i) to
      file
      and prove a claim or claims for the entire amount of principal and interest
      owing and unpaid in respect of the Notes and to file such other papers or
      documents as may be necessary or advisable in order to have the claims of the
      Indenture Trustee (including any claim for reasonable compensation to the
      Indenture Trustee and each predecessor Indenture Trustee, and their respective
      agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket
      expenses and liabilities incurred, by the Indenture Trustee and each predecessor
      Indenture Trustee, except as a result of negligence or bad faith) and of the
      Noteholders allowed in such Proceedings;

     

    (ii) unless
      prohibited by applicable law or regulation, to vote on behalf of the Holders
      of
      Notes in any election of a trustee, a standby trustee or a Person performing
      similar functions in any such Proceedings;

     

    (iii) to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders and of the Indenture Trustee on their behalf; and

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (iv) to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the Holders
      of
      Notes allowed in any Proceedings relative to the Issuer, its creditors or its
      property;

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such Noteholders to make payments
      to
      the Indenture Trustee and, in the event that the Indenture Trustee shall consent
      to the making of payments directly to such Noteholders, to pay to the Indenture
      Trustee such amounts as shall be sufficient to cover reasonable compensation
      to
      the Indenture Trustee, each predecessor Indenture Trustee and their respective
      agents, attorneys and counsel, and all other expenses, reimbursements,
      indemnities and liabilities incurred by the Indenture Trustee and each
      predecessor Indenture Trustee except as a result of negligence or bad
      faith.

     

    (e) Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any Noteholder any
      plan of reorganization, arrangement, adjustment or composition affecting the
      Notes or the rights of any Holder thereof or to authorize the Indenture Trustee
      to vote in respect of the claim of any Noteholder in any such proceeding except,
      as aforesaid, to vote for the election of a trustee in bankruptcy or similar
      Person.

     

    (f) All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Indenture Trustee without the possession
      of
      any of the Notes or the production thereof in any Proceedings relative thereto,
      and any such Proceedings instituted by the Indenture Trustee shall be brought
      in
      its own name as trustee of an express trust, and any recovery of judgment,
      subject to the payment of the expenses, disbursements and compensation of the
      Indenture Trustee, each predecessor Indenture Trustee and their respective
      agents and attorneys, shall be for the ratable benefit of the Holders of the
      Notes.

     

    (g) In
      any
      Proceedings brought by the Indenture Trustee (and also any Proceedings involving
      the interpretation of any provision of this Indenture to which the Indenture
      Trustee shall be a party), the Indenture Trustee shall be held to represent
      all
      the Holders of the Notes, and it shall not be necessary to make any Noteholder
      a
      party to any such Proceedings.

     

    Section
      5.04 Remedies;
      Priorities.

     

    (a) If
      an
      Event of Default shall have occurred and be continuing, the Indenture Trustee
      may do one or more of the following (subject to Section
      5.05):

     

    (i) institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture
      with
      respect thereto, whether by declaration or otherwise, enforce any judgment
      obtained and collect from the Issuer and any other obligor on such Notes moneys
      adjudged due;

     

    (ii) institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Trust Estate;

     

    
      
        
        

      

      
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    (iii) exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Indenture Trustee
      and the Holders of the Notes; and

     

    (iv) sell
      the
      Trust Estate or any portion thereof or rights or interest therein, at one or
      more public or private sales called and conducted in any manner permitted by
      law;

     

    provided
      that Indenture Trustee may not sell or otherwise liquidate the Trust Estate
      following an Event of Default unless:

     

    (A) the
      Event
      of Default is of the type described in Section 5.01(a)
      or
(b);
      or

     

    (B) with
      respect to an Event of Default described in Section 5.01(c):

     

    (1) the
      Noteholders of all Outstanding Notes and the Certificateholders of all
      outstanding Certificates consent thereto; or

     

    (2) the
      proceeds of such sale or liquidation are sufficient to pay in full the principal
      of and accrued interest on the Outstanding Notes and outstanding
      Certificates.

     

    (C) with
      respect to any Event of Default described in Section 5.01
      (d)
      and
(e):

     

    (1) the
      Noteholders of Notes evidencing 100% of the principal amount of the Notes
      consent thereto; or

     

    (2) the
      proceeds of such sale or liquidation are sufficient to pay in full the principal
      of and the accrued interest on the Outstanding Notes; or

     

    (3) the
      Indenture Trustee

     

    (x) determines
      (but shall have no obligation to make such determination) that the Trust Estate
      will not continue to provide sufficient funds for the payment of principal
      of
      and interest on the Notes as they would have become due if the Notes had not
      been declared due and payable; and

     

    (y) the
      Indenture Trustee obtains the consent of Noteholders of Notes evidencing not
      less than 66 2/3% of the principal amount of the Notes.

     

    
      
        
        

      

      
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    In
      determining such sufficiency or insufficiency with respect to clause
      5.04(a)(iv)(B)(2) and 5.04(a)(iv)(C)(2) or 5.04(a)(iv)(C)(3)(x) above, Indenture
      Trustee may, but need not, obtain at the Issuer’s expense, and rely upon an
      opinion of an Independent investment banking or accounting firm of national
      reputation as to the feasibility of such proposed action and as to the
      sufficiency of the Trust Estate for such purpose.

     

    (b) (i) Notwithstanding
      the provisions of Section
      8.02,
      following the occurrence and during the continuation of an Event of Default
      specified in Section
      5.01(a),
      5.01(b),
      5.01(d)
      or
5.01(e)
      which
      has resulted in an acceleration of the Notes (or following the occurrence of
      any
      such event after an Event of Default specified in Section
      5.01(c)
      has
      occurred and the Trust Estate has been liquidated), if the Indenture Trustee
      collects any money or property, it shall pay out such money or property (and
      other amounts including amounts held on deposit in the Reserve Account) held
      as
      Collateral for the benefit of the Noteholders, net of liquidation costs
      associated with the sale of the Trust Estate, in the following
      order:

     

    FIRST:  to
      the Indenture Trustee, any amounts due under Section
      6.07
      to the
      extent that such amounts were not previously paid by the Servicer;

     

    SECOND:  to
      the Servicer for due and unpaid Servicing Fees and Advances not previously
      reimbursed;

     

    THIRD:  pro
      rata, to Noteholders for amounts due and unpaid on the Notes in respect of
      interest, ratably, without preference or priority of any kind, according to
      the
      amounts due and payable on the Notes in respect of interest;

     

    FOURTH:  to
      Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1
      Notes
      in respect of principal, ratably, without preference or priority of any kind,
      according to the amounts due and payable on the Class A-1 Notes in respect
      of
      principal, until the Outstanding Amount of the Class A-1 Notes is reduced to
      zero;

     

    FIFTH:  to
      Holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes for amounts
      due and unpaid on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes
      in
      respect of principal, ratably, without preference or priority of any kind,
      according to the amounts due and payable on the Class A-2 Notes, Class A-3
      Notes
      and Class A-4 Notes in respect of principal, until the Outstanding Amount of
      the
      Class A-2 Notes, Class A-3 Notes and Class A-4 Notes is reduced to zero;
      and

     

    SIXTH:  to
      the Certificate Distribution Account, any remaining amounts for distribution
      to
      the Certificateholders.

     

    The
      Indenture Trustee may fix a record date and payment date for any payment to
      Noteholders pursuant to this Section. At least fifteen (15) days before such
      record date, the Issuer shall mail to each Noteholder and the Indenture Trustee
      a notice that states the record date, the payment date and the amount to be
      paid.

     

    (ii) Except
      as
      otherwise provided in Section
      5.04(b)(i),
      the
      Indenture Trustee shall make all payments and distributions of the Trust Estate
      in accordance with Section
      8.02.

     

    
      
        
        

      

      
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    Section
      5.05 Optional
      Preservation of the Receivables.
      If the
      Notes have been declared to be due and payable under Section
      5.02
      following an Event of Default, and such declaration and its consequences have
      not been rescinded and annulled, the Indenture Trustee may, but need not, elect
      to maintain possession of the Trust Estate. It is the desire of the parties
      hereto and the Noteholders that there be at all times sufficient funds for
      the
      payment of principal of and interest on the Notes, and the Indenture Trustee
      shall take such desire into account when determining whether or not to maintain
      possession of the Trust Estate. In determining whether or not to maintain
      possession of the Trust Estate, the Indenture Trustee may, at the expense of
      the
      Issuer and paid in the priority set forth in Section
      5.05(b)
      of the
      Sale and Servicing Agreement, but need not, obtain and conclusively rely upon
      an
      opinion of an Independent investment banking or accounting firm of national
      reputation as to the feasibility of such proposed action and as to the
      sufficiency of the Trust Estate for such purpose.

     

    Section
      5.06 Limitation
      of Suits.
      No
      Holder of any Note shall have any right to institute any Proceeding, judicial
      or
      otherwise, with respect to this Indenture, or for the appointment of a receiver
      or trustee, or for any other remedy hereunder, unless:

     

    (a) such
      Holder has previously given written notice to the Indenture Trustee of a
      continuing Event of Default;

     

    (b) the
      Event
      of Default arises from the Servicer’s failure to remit payments when due or the
      Holders of not less than 25% of the Outstanding Amount of the Notes have made
      written request to the Indenture Trustee to institute such Proceeding in respect
      of such Event of Default in its own name as Indenture Trustee
      hereunder;

     

    (c) such
      Holder or Holders have offered to the Indenture Trustee reasonable indemnity
      against the costs, expenses and liabilities that may be incurred in complying
      with such request;

     

    (d) the
      Indenture Trustee for sixty (60) days after its receipt of such notice, request
      and offer of indemnity has failed to institute such Proceedings;
      and

     

    (e) no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such sixty (60) day period by the Holders of a majority of the
      Outstanding Amount of the Notes.

     

    It
      is
      understood and intended that no one or more Holders of Notes shall have any
      right in any manner whatsoever by virtue of, or by availing of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Notes or to obtain or to seek to obtain priority or preference over any
      other
      Holders or to enforce any right under this Indenture, except in the manner
      herein provided.

     

    In
      the
      event the Indenture Trustee shall receive conflicting or inconsistent requests
      and indemnity from two or more groups of Holders of Notes pursuant to this
      Section, each representing less than a majority of the Outstanding Amount of
      the
      Notes, the Indenture Trustee shall act at the direction of the group
      representing the greater percentage of the Outstanding Amount of Notes and
      if
      there is no such group then in its sole discretion may determine what action,
      if
      any, shall be taken, notwithstanding any other provisions of this
      Indenture.

     

    
      
        
        

      

      
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    Section
      5.07 Unconditional
      Rights of Noteholders To Receive Principal and Interest.
      Notwithstanding any other provisions in this Indenture, the Holder of any Note
      shall have the right, which is absolute and unconditional, to receive payment
      of
      the principal of and interest, if any, on such Note on or after the respective
      due dates thereof expressed in such Note or in this Indenture (or, in the case
      of redemption, on or after the Redemption Date) and to institute suit for the
      enforcement of any such payment, and such right shall not be impaired without
      the consent of such Holder.

     

    Section
      5.08 Restoration
      of Rights and Remedies.
      If the
      Indenture Trustee or any Noteholder has instituted any Proceeding to enforce
      any
      right or remedy under this Indenture and such Proceeding has been discontinued
      or abandoned for any reason or has been determined adversely to the Indenture
      Trustee or to such Noteholder, then and in every such case the Issuer, the
      Indenture Trustee and the Noteholders shall, subject to any determination in
      such Proceeding, be restored severally and respectively to their former
      positions hereunder, and thereafter all rights and remedies of the Indenture
      Trustee and the Noteholders shall continue as though no such Proceeding had
      been
      instituted.

     

    Section
      5.09 Rights
      and Remedies Cumulative.
      No
      right or remedy herein conferred upon or reserved to the Indenture Trustee
      or to
      the Noteholders is intended to be exclusive of any other right or remedy, and
      every right and remedy shall, to the extent permitted by law, be cumulative
      and
      in addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or otherwise. The assertion or employment of any
      right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy.

     

    Section
      5.10 Delay
      or Omission Not a Waiver.
      No
      delay or omission of the Indenture Trustee, or any Holder of any Note to
      exercise any right or remedy accruing upon any Default or Event of Default
      shall
      impair any such right or remedy or constitute a waiver of any such Default
      or
      Event of Default or an acquiescence therein. Every right and remedy given by
      this Article V or by law to the Indenture Trustee or to the Noteholders may
      be
      exercised from time to time, and as often as may be deemed expedient, by the
      Indenture Trustee or the Noteholders, as the case may be.

     

    Section
      5.11 Control
      by the Noteholders.
      The
      Holders of a majority of the Outstanding Amount of the Notes shall have the
      right to direct the time, method and place of conducting any Proceeding for
      any
      remedy available to the Indenture Trustee with respect to the Notes or
      exercising any trust or power conferred on the Indenture Trustee; provided
      that:

     

    (a) such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (b) subject
      to the express terms of Section
      5.04,
      any
      direction to the Indenture Trustee to sell or liquidate the Trust Estate shall
      be by Holders of Notes representing not less than 100% of the Outstanding Amount
      of the Notes;

     

    
      
        
        

      

      
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    (c) if
      the
      conditions set forth in Section
      5.05
      have
      been satisfied and the Indenture Trustee elects to retain the Trust Estate
      pursuant to such Section, then any written direction to the Indenture Trustee
      by
      Holders of Notes representing less than 100% of the Outstanding Amount of the
      Notes to sell or liquidate the Trust Estate shall be of no force and effect;
      and

     

    (d) the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction.

     

    Notwithstanding
      the rights of Noteholders set forth in this Section, subject to Section 6.01,
      the
      Indenture Trustee need not take any action that it determines might involve
      it
      in liability or might materially adversely affect the rights of any Noteholders
      not consenting to such action.

     

    Section
      5.12 Waiver
      of Past Defaults.
      Prior
      to the declaration of the acceleration of the maturity of the Notes as provided
      in Section
      5.02,
      the
      Holders of Notes of not less than a majority of the Outstanding Amount of the
      Notes may, waive any past Default or Event of Default and its consequences
      except a Default (a) in payment of principal of or interest on any of the Notes
      or (b) in respect of a covenant or provision hereof that cannot be modified
      or
      amended without the consent of the Holder of each Note. In the case of any
      such
      waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall
      be
      restored to their former positions and rights hereunder, respectively; but
      no
      such waiver shall extend to any subsequent or other Default or impair any right
      consequent thereto.

     

    Upon
      any
      such waiver, such Default shall cease to exist and be deemed to have been cured
      and not to have occurred, and any Event of Default arising therefrom shall
      be
      deemed to have been cured and not to have occurred, for every purpose of this
      Indenture; but no such waiver shall extend to any subsequent or other Default
      or
      Event of Default or impair any right consequent thereto.

     

    Section
      5.13 Undertaking
      for Costs.
      All
      parties to this Indenture agree, and each Holder of a Note by such Holder’s
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Indenture Trustee for any action
      taken, suffered or omitted by it as Indenture Trustee, the filing by any party
      litigant in such suit of an undertaking to pay the costs of such suit, and
      that
      such court may in its discretion assess reasonable costs, including reasonable
      attorneys’ fees, against any party litigant in such suit, having due regard to
      the merits and good faith of the claims or defenses made by such party litigant;
      but the provisions of this Section shall not apply to (a) any suit
      instituted by the Indenture Trustee, (b) any suit instituted by any
      Noteholder, or group of Noteholders, in each case holding in the aggregate
      more
      than 10% of the Outstanding Amount of the Notes (or in the case of a right
      or
      remedy under this Indenture which is instituted by the Noteholders, more than
      10% of the Outstanding Amount of the Notes) or (c) any suit instituted by
      any Noteholder for the enforcement of the payment of principal of or interest
      on
      any Note on or after the respective due dates expressed in such Note and in
      this
      Indenture (or, in the case of redemption, on or after the Redemption
      Date).

     

    
      
        
        

      

      
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    Section
      5.14 Waiver
      of Stay or Extension Laws.
      The
      Issuer covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead or in any manner whatsoever claim or take the
      benefit or advantage of, any stay or extension law wherever enacted, now or
      at
      any time hereafter in force, that may affect the covenants or the performance
      of
      this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
      expressly waives all benefit or advantage of any such law, and covenants that
      it
      will not hinder, delay or impede the execution of any power herein granted
      to
      the Indenture Trustee, but will suffer and permit the execution of every such
      power as though no such law had been enacted.

     

    Section
      5.15 Action
      on Notes.
      The
      Indenture Trustee’s right to seek and recover judgment on the Notes or under
      this Indenture shall not be affected by the seeking, obtaining or application
      of
      any other relief under or with respect to this Indenture. Neither the lien
      of
      this Indenture nor any rights or remedies of the Indenture Trustee or the
      Noteholders shall be impaired by the recovery of any judgment by the Indenture
      Trustee against the Issuer or by the levy of any execution under such judgment
      upon any portion of the Trust Estate or upon any of the assets of the Issuer.
      Any money or property collected by the Indenture Trustee shall be applied in
      accordance with Section
      5.04(b).

     

    Section
      5.16 Performance
      and Enforcement of Certain Obligations.

     

    (a) Promptly
      following a request from the Indenture Trustee to do so and at the
      Administrator’s expense, the Issuer shall take all such lawful action as the
      Indenture Trustee may request to compel or secure the performance and observance
      by the Seller or the Servicer, as applicable, of each of their obligations
      to
      the Issuer under or in connection with the Sale and Servicing Agreement or
      the
      Receivables Purchase Agreement, as applicable, and to exercise any and all
      rights, remedies, powers and privileges lawfully available to the Issuer under
      or in connection with the Sale and Servicing Agreement or the Receivables
      Purchase Agreement to the extent and in the manner directed by the Indenture
      Trustee, including the transmission of notices of default on the part of either
      Seller or the Servicer thereunder and the institution of legal or administrative
      actions or proceedings to compel or secure performance by the Seller or the
      Servicer of each of their obligations under the Sale and Servicing Agreement
      and
      the Receivables Purchase Agreement; provided, however, nothing herein shall
      in
      any way impose on the Indenture Trustee the duty to monitor the performance
      of
      the Seller or the Servicer of any of their liabilities, duties or obligations
      under any Basic Document.

     

    (b) If
      an
      Event of Default has occurred, the Indenture Trustee may, and at the direction
      (which direction shall be in writing) of the Holders of not less than a majority
      of the Outstanding Amount of the Notes shall, exercise all rights, remedies,
      powers, privileges and claims of the Issuer against the Seller or the Servicer
      under or in connection with the Sale and Servicing Agreement and the Receivables
      Purchase Agreement, including the right or power to take any action to compel
      or
      secure performance or observance by the Seller or the Servicer, as the case
      may
      be, of each of their obligations to the Issuer thereunder and to give any
      consent, request, notice, direction, approval, extension or waiver under the
      Sale and Servicing Agreement and the Receivables Purchase Agreement, as the
      case
      may be, and any right of the Issuer to take such action shall be
      suspended.

     

    
      
        
        

      

      
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    ARTICLE
      VI.

    THE
      INDENTURE TRUSTEE

     

    Section
      6.01 Duties
      of Indenture Trustee.

     

    (a) If
      an
      Event of Default has occurred and is continuing of which a Responsible Officer
      of the Indenture Trustee has actual knowledge, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own
      affairs.

     

    Except
      during the continuance of an Event of Default of which a Responsible Officer
      of
      the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes
      to
      perform such duties and only such duties as are specifically set forth in this
      Indenture and no implied covenants or obligations shall be read into this
      Indenture against the Indenture Trustee. In the absence of bad faith or
      negligence on its part, the Indenture Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon the face value of the certificates, reports, resolutions, documents,
      orders, opinions or other instruments furnished to the Indenture Trustee and
      conforming to the requirements of this Indenture; provided, however, that the
      Indenture Trustee shall not be responsible for the accuracy or content of any
      such resolution, certificate, statement, opinion, report, document, order or
      other instrument; however, the Indenture Trustee shall examine the certificates
      and opinions to determine whether or not they conform to the requirements of
      this Indenture. If any such instrument is found not to conform in any material
      respect to the requirements of this Agreement, the Indenture Trustee shall
      notify the Noteholders of such instrument in the event that the Indenture
      Trustee, after so requesting, does not receive a satisfactorily corrected
      instrument.

     

    (b) The
      Indenture Trustee may not be relieved from liability for its own negligent
      action, its own negligent failure to act or its own willful misconduct, except
      that:

     

    (i) this
      paragraph does not limit the effect of paragraph (a) of this
      Section;

     

    (ii) the
      Indenture Trustee shall not be liable for any error of judgment made in good
      faith by a Responsible Officer unless it is proved that the Indenture Trustee
      was negligent in ascertaining the pertinent facts; and

     

    (iii) the
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with a direction received by it
      pursuant to the terms of this Indenture or any other Basic
      Documents.

     

    (c) Every
      provision of this Indenture that in any way relates to the Indenture Trustee
      is
      subject to this Section.

     

    (d) The
      Indenture Trustee shall not be liable for indebtedness evidenced by or arising
      under any of the Basic Documents, including principal of or interest on the
      Notes, or interest on any money received by it except as the Indenture Trustee
      may agree in writing with the Issuer.

     

    
      
        
        

      

      
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    (e) Money
      held in trust by the Indenture Trustee need not be segregated from other funds
      except to the extent required by law or the terms of this Indenture or the
      Sale
      and Servicing Agreement.

     

    (f) No
      provision of this Indenture shall require the Indenture Trustee to advance,
      expend or risk its own funds or otherwise incur financial liability in the
      performance of any of its duties hereunder or in the exercise of any of its
      rights or powers, if it shall have reasonable grounds to believe that repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it.

     

    (g) Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section and to the provisions of the TIA.

     

    (h) In
      no
      event shall the Indenture Trustee be required to perform, or be responsible
      for
      the manner of performance of, any of the obligations of the Servicer or any
      other party under the Sale and Servicing Agreement.

     

    (i) The
      Indenture Trustee shall have no duty (i) to see to any recording, filing, or
      depositing of this Indenture or any agreement referred to herein or any
      financing statement or continuation statement evidencing a security interest,
      or
      to see to the maintenance of any such recording or filing or depositing or
      to
      any rerecording, refiling or redepositing of any thereof, (ii) to see to
      any insurance, or (iii) to see to the payment or discharge of any tax,
      assessment, or other governmental charge or any lien or encumbrance of any
      kind
      owing with respect to, assessed or levied against, any part of the Trust
      Fund.

     

    The
      Indenture Trustee, or a Responsible Officer thereof, shall only be charged
      with
      actual knowledge of any default or an Event of Default if a Responsible Officer
      actually knows of such default or Event of Default or the Indenture Trustee
      receives written notice of such default or Event of Default from the Issuer,
      the
      Servicer or Noteholders owning Notes aggregating not less than 10% of the
      Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture
      Trustee shall not be required to take notice and in the absence of such actual
      notice and knowledge, the Indenture Trustee may conclusively assume that there
      is no such default or Event of Default.

     

    Section
      6.02 Rights
      of Indenture Trustee.

     

    (a) The
      Indenture Trustee may conclusively rely on the face value of any document
      believed by it to be genuine and to have been signed or presented by the proper
      person. The Indenture Trustee need not investigate any fact or matter stated
      in
      the document.

     

    (b) Before
      the Indenture Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or an Opinion of Counsel from the appropriate party. The Indenture
      Trustee shall not be liable for any action it takes or omits to take in good
      faith in reliance on an Officer’s Certificate or Opinion of Counsel from the
      appropriate party. The right of the Indenture Trustee to perform any
      discretionary act enumerated in this Indenture or in any Basic Document shall
      not be construed as a duty of the Indenture Trustee and the Indenture Trustee
      shall not be answerable for other than its negligence or willful misconduct
      in
      the performance of such discretionary act.

     

    
      
        
        

      

      
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    (c) The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents or attorneys or
      a
      custodian or nominee and the Indenture Trustee shall not be responsible for
      any
      misconduct or negligence on the part of any such agent, attorney or custodian
      appointed by the Indenture Trustee with due care.

     

    (d) The
      Indenture Trustee shall not be liable for any action it takes or omits to take
      in good faith that it believes to be authorized or within its rights or powers;
      provided, that the Indenture Trustee’s conduct does not constitute willful
      misconduct, negligence or bad faith.

     

    (e) The
      Indenture Trustee may consult, at the Issuer’s expense and paid in accordance
      with Section
      4.16
      of the
      Sale and Servicing Agreement or, to the extent not so paid, in accordance with
      and in the priority set forth in Section
      5.05(b)
      of the
      Sale and Servicing Agreement, with counsel, and the advice or opinion of counsel
      with respect to legal matters relating to this Indenture and the Notes shall
      be
      full and complete authorization and protection from liability in respect to
      any
      action taken, omitted or suffered by it hereunder in good faith and in
      accordance with the advice or opinion of such counsel.

     

    (f) In
      the
      event that the Indenture Trustee is also acting as Paying Agent, Note Registrar
      or collateral agent, the rights and protections afforded to the Indenture
      Trustee pursuant to this Article 6 shall be afforded to such Paying Agent,
      Note
      Registrar or collateral agent.

     

    (g) The
      Indenture Trustee shall be under no obligation to exercise any of the trusts
      or
      powers vested in it by this Indenture or to institute, conduct or defend any
      litigation hereunder or in relation hereto at the request, order or direction
      of
      any of the Noteholders, pursuant to the provisions of this Indenture, unless
      such Noteholders shall have offered to the Indenture Trustee reasonable security
      or indemnity against the costs, expenses and liabilities which may be incurred
      therein or thereby;

     

    (h) The
      right
      of the Indenture Trustee to perform any discretionary act enumerated in this
      Indenture shall not be construed as a duty, and the Indenture Trustee shall
      not
      be answerable for other than its negligence or willful misconduct in the
      performance of such act; and

     

    (i) The
      Indenture Trustee shall not be required to give any bond or surety in respect
      of
      the powers granted hereunder.

     

    Section
      6.03 Individual
      Rights of Indenture Trustee.
      The
      Indenture Trustee in its individual or any other capacity may become the owner
      or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
      with the same rights it would have if it were not Indenture Trustee. Any Paying
      Agent, Note Registrar, co-registrar or co-paying agent may do the same with
      like
      rights. However, the Indenture Trustee must comply with Section
      6.11.

     

    Section
      6.04 Indenture
      Trustee’s Disclaimer.
      The
      Indenture Trustee shall not be responsible for and makes no representation
      as to
      the validity or adequacy of this Indenture, the Trust Estate or the Notes,
      it
      shall not be accountable for the Issuer’s use of the proceeds from the Notes,
      and it shall not be responsible for any statement of the Issuer in the
      Indenture, any Basic Document or in any document issued in connection with
      the
      sale of the Notes or in the Notes other than the Indenture Trustee’s certificate
      of authentication.

     

    
      
        
        

      

      
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    Section
      6.05 Notice
      of Defaults.
      If a
      Default occurs and is continuing and if it is actually known to a Responsible
      Officer of the Indenture Trustee, the Indenture Trustee shall mail to each
      Noteholder notice of the Default within thirty (30) days after it occurs. Except
      in the case of a Default in payment of principal of or interest on any Note
      (including payments pursuant to the mandatory redemption provisions of such
      Note), the Indenture Trustee may withhold the notice to Noteholders if and
      so
      long as a committee of its Responsible Officers in good faith determines that
      withholding the notice is in the interests of Noteholders.

     

    Section
      6.06 Reports
      by Indenture Trustee to Holders.
      Solely
      from information provided by the Servicer, the Indenture Trustee shall make
      available to each Noteholder such information as may be required to enable
      such
      holder to prepare its federal and state income tax returns.

     

    Section
      6.07 Compensation
      and Indemnity.
      The
      Issuer shall cause the Servicer to pay to the Indenture Trustee from time to
      time reasonable compensation for its services. The Indenture Trustee’s
      compensation shall not be limited by any law on compensation of a trustee of
      an
      express trust. The Issuer shall cause the Servicer to reimburse the Indenture
      Trustee for all reasonable out-of-pocket expenses incurred or made by it,
      including costs of collection, in addition to the compensation for its services.
      Such expenses shall include but are not limited to the reasonable out-of-pocket
      compensation and expenses, disbursements and advances of the Indenture Trustee’s
      agents, counsel, accountants and experts. The Issuer shall cause the Servicer
      to
      indemnify the Indenture Trustee against any and all loss, liability or expense
      (including attorneys’ fees and expenses) incurred by it in connection with the
      administration of this trust and the performance of its duties hereunder or
      under the Sale and Servicing Agreement or under any other Basic Document or
      in
      connection with the Notes. The Indenture Trustee shall notify the Issuer and
      the
      Servicer promptly of any claim for which it may seek indemnity. Failure by
      the
      Indenture Trustee to so notify the Issuer and the Servicer shall not relieve
      the
      Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall
      cause the Servicer to, defend any such claim, and the Indenture Trustee may
      have
      separate counsel and the Issuer shall, or shall cause the Administrator to,
      pay
      the fees and expenses of such counsel. Neither the Issuer nor the Servicer
      need
      reimburse any expense or indemnify against any loss, liability or expense
      incurred by the Indenture Trustee through the Indenture Trustee’s own willful
      misconduct, negligence or bad faith. Anything in this Agreement to the contrary
      notwithstanding, in no event shall the Indenture Trustee be liable for special,
      indirect or consequential loss or damage of any kind whatsoever (including
      but
      not limited to lost profits), even if the Indenture Trustee has been advised
      of
      the likelihood of such loss or damage and regardless of the form of
      action.

     

    The
      Issuer’s obligations to the Indenture Trustee pursuant to this Section shall
      survive the discharge of this Indenture or the earlier resignation or removal
      of
      the Indenture Trustee. When the Indenture Trustee incurs expenses after the
      occurrence of a Default specified in Section
      5.01(iv)
      or
(v)
      with
      respect to the Issuer, the expenses are intended to constitute expenses of
      administration under Title 11 of the United States Code or any other applicable
      federal or state bankruptcy, insolvency or similar law.

     

    
      
        
        

      

      
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    Section
      6.08 Replacement
      of Indenture Trustee.
      No
      resignation or removal of the Indenture Trustee and no appointment of a
      successor Indenture Trustee shall become effective until the acceptance of
      appointment by the successor Indenture Trustee pursuant to this Section 6.08.
      The
      Indenture Trustee may resign at any time by so notifying the Issuer and each
      Rating Agency. The Holders of a majority in Outstanding Amount of the Notes
      may
      remove the Indenture Trustee by notifying the Indenture Trustee if:

     

    (a) the
      Indenture Trustee fails to comply with Section
      6.11;

     

    (b) the
      Indenture Trustee is adjudged a bankrupt or insolvent;

     

    (c) a
      receiver or other public officer takes charge of the Indenture Trustee or its
      property;

     

    (d) the
      Indenture Trustee otherwise becomes incapable of acting; or

     

    (e) the
      Indenture Trustee breaches any representation, warranty or covenant made by
      it
      under any Basic Document.

     

    If
      the
      Indenture Trustee resigns or is removed or if a vacancy exists in the office
      of
      Indenture Trustee for any reason (the Indenture Trustee in such event being
      referred to herein as the retiring Indenture Trustee), the Issuer shall promptly
      appoint a successor Indenture Trustee.

     

    A
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the retiring Indenture Trustee and the Issuer. Thereupon the
      resignation or removal of the retiring Indenture Trustee shall become effective,
      and the successor Indenture Trustee shall have all the rights, powers and duties
      of the Indenture Trustee under this Indenture. The retiring Indenture Trustee
      shall be paid all amounts owed to it upon its resignation or removal. The
      successor Indenture Trustee shall mail a notice of its succession to
      Noteholders. The retiring Indenture Trustee shall promptly transfer all property
      held by it as Indenture Trustee to the successor Indenture Trustee. The retiring
      Indenture Trustee shall not be liable for the acts or omissions of any Successor
      Indenture Trustee.

     

    If
      a
      successor Indenture Trustee does not take office within 45 days after the
      retiring Indenture Trustee resigns or is removed, the retiring Indenture
      Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the
      Notes may petition any court of competent jurisdiction for the appointment
      of a
      successor Indenture Trustee.

     

    If
      the
      Indenture Trustee fails to comply with Section
      6.11,
      any
      Noteholder may petition any court of competent jurisdiction for the removal
      of
      the Indenture Trustee and the appointment of a successor Indenture
      Trustee.

     

    Notwithstanding
      the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s
      and the Administrator’s obligations under Section
      6.07
      shall
      continue for the benefit of the retiring Indenture Trustee.

     

    
      
        
        

      

      
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    Section
      6.09 Successor
      Indenture Trustee by Merger.
      If the
      Indenture Trustee consolidates with, merges or converts into, or transfers
      all
      or substantially all its corporate trust business or assets to, another
      corporation or banking association, the resulting, surviving or transferee
      corporation without any further act shall be the successor Indenture Trustee;
      provided, that such corporation or banking association shall be qualified and
      eligible under Section
      6.11.

     

    In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Indenture Trustee shall succeed to the trusts created by this Indenture
      any of the Notes shall have been authenticated but not delivered, any such
      successor to the Indenture Trustee may adopt the certificate of authentication
      of any predecessor trustee and deliver such Notes so authenticated; and in
      case
      at that time any of the Notes shall not have been authenticated, any successor
      to the Indenture Trustee may authenticate such Notes either in the name of
      any
      predecessor hereunder or in the name of the successor to the Indenture Trustee;
      and in all such cases such certificates shall have the full force that it is
      anywhere in the Notes or in this Indenture provided that the certificate of
      the
      Indenture Trustee shall have.

     

    Section
      6.10 Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee.

     

    (a) Notwithstanding
      any other provisions of this Indenture, at any time, for the purpose of meeting
      any legal requirement of any jurisdiction in which any part of the Trust Estate
      may at the time be located, the Indenture Trustee shall have the power and
      may
      execute and deliver all instruments to appoint one or more Persons to act as
      a
      co-trustee or co-trustees, or separate trustee or separate trustees, of all
      or
      any part of the Trust, and to vest in such Person or Persons, in such capacity
      and for the benefit of the Noteholders, 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 Indenture Trustee may consider
      necessary or desirable. No co-trustee or separate trustee hereunder shall be
      required to meet the terms of eligibility as a successor trustee under
Section
      6.11
      and no
      notice to Noteholders of the appointment of any co-trustee or separate trustee
      shall be required under Section
      6.08
      hereof.

     

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

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture 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 Indenture 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 Indenture 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 Indenture Trustee;

     

    (ii) no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    
      
        
        

      

      
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    (iii) the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c) Any
      notice, request or other writing given to the Indenture 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 VI. 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 Indenture Trustee or
      separately, as may be provided therein, subject to all the provisions of this
      Indenture, specifically including every provision of this Indenture relating
      to
      the conduct of, affecting the liability of, or affording protection to, the
      Indenture Trustee. Every such instrument shall be filed with the Indenture
      Trustee.

     

    (d) Any
      separate trustee or co-trustee may at any time constitute the Indenture Trustee,
      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
      Indenture Trustee, to the extent permitted by law, without the appointment
      of a
      new or successor trustee.

     

    Section
      6.11 Eligibility;
      Disqualification.
      The
      Indenture Trustee shall at all times satisfy the requirements of TIA
      Section 310(a). The Indenture Trustee shall have a combined capital and
      surplus of at least $50,000,000.00 as set forth in its most recent published
      annual report of condition, and the time deposits of the Indenture Trustee
      shall
      be rated at least A-1 by Standard & Poor’s and P-1 by Moody’s. The Indenture
      Trustee shall comply with TIA Section 310(b), including the optional
      provision permitted by the second sentence of TIA Section 310(b)(9);
      provided, however, that there shall be excluded from the operation of TIA
      Section 310(b)(1) any indenture or indentures under which other securities
      of
      the Issuer are outstanding if the requirements for such exclusion set forth
      in
      TIA Section 310(b)(1) are met.

     

    Section
      6.12 [Reserved].

     

    Section
      6.13 Preferential
      Collection of Claims Against Issuer.
      The
      Indenture Trustee shall comply with TIA Section 311(a), excluding any
      creditor relationship listed in TIA Section 311(b). An Indenture
      Trustee who has resigned or been removed shall be subject to
      TIA Section 311(a) to the extent indicated.

     

    Section
      6.14 Waiver
      of Setoffs.
      The
      Indenture Trustee hereby expressly waives any and all rights of setoff that
      the
      Indenture Trustee may otherwise at any time have under applicable law with
      respect to any Trust Account and agrees that amounts in the Trust Accounts
      shall
      at all times be held and applied solely in accordance with the provisions hereof
      and of the other Basic Documents.

     

    
      
        
        

      

      
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    ARTICLE
      VII.

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.01 Note
      Registrar To Furnish Names and Address of Noteholders.
      The
      Note Registrar shall furnish or cause to be furnished to the Indenture Trustee,
      the Owner Trustee, the Servicer or the Administrator, within 15 days after
      receipt by the Note Registrar of a written request therefrom, a list of the
      names and addresses of the Noteholders of any Class as of the most recent Record
      Date. If three or more Noteholders of any Class, or one or more Holders of
      such
      Class evidencing not less than 25% of the Outstanding Amount of such Class
      (hereinafter referred to as “Applicants”), apply in writing to the Indenture
      Trustee, and such application states that the Applicants desire to communicate
      with other Noteholders with respect to their rights under this Indenture or
      under the Notes and such application is accompanied by a copy of the
      communication that such Applicants propose to transmit, then the Indenture
      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 Noteholders. The Indenture Trustee may elect not to afford the Applicants
      access to the list of Noteholders if it agrees to mail the desired communication
      by proxy, on behalf of and at the expense of such Applicants, to all Noteholders
      of such series. Every Noteholder, by receiving and holding a Note, agrees with
      the Indenture Trustee and the Issuer that none of the Indenture Trustee, the
      Owner Trustee, the Issuer, the Servicer or the Administrator shall be held
      accountable by reason of the disclosure of any such information as to the names
      and addresses of the Noteholders under this Indenture, regardless of the source
      from which such information was derived. If the Indenture Trustee shall cease
      to
      be the Note Registrar, then thereafter the Administrator will furnish or cause
      to be furnished to the Indenture Trustee not more than five days after the
      most
      recent Record Date or at such other times as the Indenture Trustee reasonably
      may request in writing, a list, in such form as the Indenture Trustee reasonably
      may require, of the names and addresses of the Holders of Notes as of such
      Record Date.

     

    Section
      7.02 Preservation
      of Information; Communications to Noteholders.

     

    (a) The
      Indenture Trustee shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Holders of Notes contained in the
      most recent list furnished to the Indenture Trustee as provided in Section
      7.01
      and the
      names and addresses of Holders of Notes received by the Indenture Trustee in
      its
      capacity as Note Registrar. The Indenture Trustee may destroy any list furnished
      to it as provided in such Section
      7.01
      upon
      receipt of a new list so furnished. The Indenture Trustee shall make such list
      available to the Owner Trustee on written request, and to the Noteholders upon
      written request of three or more Noteholders or one or more Noteholders
      evidencing not less than 25% of the Outstanding Amount of the Notes. Upon
      receipt by the Indenture Trustee of any request by a Noteholder to receive
      a
      copy of the current list of Noteholders, the Indenture Trustee shall promptly
      notify the Administrator thereof by providing to the Administrator a copy of
      such request and a copy of the list of Noteholders in response
      thereto.

     

    (b) Noteholders
      may communicate pursuant to TIA Section 312(b) with other Noteholders with
      respect to their rights under this Indenture or under the Notes.

     

    (c) The
      Issuer, the Indenture Trustee and the Note Registrar shall have the protection
      of TIA Section 312(c).

     

    
      
        
        

      

      
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    Section
      7.03 Reports
      by Issuer.

     

    (a) The
      Issuer shall:

     

    (i) file
      with
      the Indenture Trustee, within 15 days after the Issuer is required (if at all)
      to file the same with the Commission, copies of the annual reports and of the
      information, documents and other reports (or copies of such portions of any
      of
      the foregoing as the Commission may from time to time by rules and regulations
      prescribe) that the Issuer may be required to file with the Commission pursuant
      to Section 13 or 15(d) of the Exchange Act;

     

    (ii) file
      with
      the Indenture Trustee and the Commission in accordance with rules and
      regulations prescribed from time to time by the Commission such additional
      information, documents and reports with respect to compliance by the Issuer
      with
      the conditions and covenants of this Indenture as may be required from time
      to
      time by such rules and regulations; and

     

    (iii) supply
      to
      the Indenture Trustee (and the Indenture Trustee shall transmit by mail to
      all
      Noteholders described in TIA Section 313(c)) such summaries of any information,
      documents and reports required to be filed by the Issuer pursuant to clauses
      (i)
      and (ii) of this Section
      7.03(a)
      and by
      rules and regulations prescribed from time to time by the
      Commission.

     

    (b) Unless
      the Issuer otherwise determines, the fiscal year of the Issuer shall end on
      December 31 of each year.

     

    Section
      7.04 Reports
      by Indenture Trustee.
      If
      required by TIA Section 313(a), within 60 days after each March 31,
      beginning with March 31, 2008, the Indenture Trustee shall mail to each
      Noteholder as required by TIA Section 313(c) a brief report dated as of such
      date that complies with TIA Section 313(a). The Indenture Trustee also
      shall comply with TIA Section 313(b). A copy of each report at the time of
      its mailing to Noteholders shall be filed by the Indenture Trustee with the
      Commission and each stock exchange, if any, on which the Notes are listed.
      The
      Issuer shall notify the Indenture Trustee if and when the Notes are listed
      on
      any stock exchange. 

     

    ARTICLE
      VIII.

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.01 Collection
      of Money.
      Except
      as otherwise expressly provided herein, the Indenture Trustee may demand payment
      or delivery of, and shall receive and collect, directly and without intervention
      or assistance of any fiscal agent or other intermediary, all money and other
      property payable to or receivable by the Indenture Trustee pursuant to this
      Indenture. The Indenture Trustee shall apply all such money received by it
      as
      provided in this Indenture. Except as otherwise expressly provided in this
      Indenture, if any default occurs in the making of any payment or performance
      under any agreement or instrument that is part of the Trust Estate, the
      Indenture Trustee may take such action as may be appropriate to enforce such
      payment or performance, including the institution and prosecution of appropriate
      Proceedings. Any such action shall be without prejudice to any right to claim
      a
      Default or Event of Default under this Indenture and any right to proceed
      thereafter as provided in Article V.

     

    
      
        
        

      

      
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    Section
      8.02 Trust
      Accounts.

     

    (a) On
      or
      prior to the Closing Date, the Issuer shall, or shall cause the Servicer to,
      establish and maintain, in the name of the Indenture Trustee, for the benefit
      of
      the Noteholders the Trust Accounts as provided in Section
      5.02
      and
5.09
      of the
      Sale and Servicing Agreement.

     

    (b) The
      Issuer shall cause the Servicer to deposit all Available Amounts with respect
      to
      the Collection Period preceding such Payment Date in the Collection Account
      not
      later than two Business Days after receipt as provided in Section
      5.03
      and
5.04
      of the
      Sale and Servicing Agreement. However, if each condition to making monthly
      deposits as may be required by the Sale and Servicing Agreement (including,
      the
      satisfaction of specified ratings criteria by the Servicer and the absence
      of
      any Servicer Default) is satisfied, the Servicer may retain these amounts until
      the Business Day immediately preceding the related Payment Date. On or before
      the Business Day prior to each Payment Date, all amounts required to be
      withdrawn from the Reserve Account and deposited in the Collection Account
      pursuant to Section
      5.05
      of the
      Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from
      the Reserve Account and deposited to the Collection Account as provided therein,
      as to which Issuer shall cause Servicer to timely provide the related
      instructions.

     

    (c) On
      each
      Payment Date, except as provided in Section
      5.04(b),
      the
      Indenture Trustee (based on the information contained in the Servicer’s report
      delivered on or before the related Determination Date pursuant to Section
      4.09
      of the
      Sale and Servicing Agreement) shall make the withdrawals from the Collection
      Account and make deposits, distributions and payments, to the extent of funds
      on
      deposit in the Collection Account with respect to the Collection Period
      preceding such Payment Date (including funds, if any, deposited therein from
      the
      Reserve Account), in accordance with the provisions of Section
      5.05(b)
      of the
      Sale and Servicing Agreement (as to which Issuer shall cause Servicer to timely
      provide the related instructions). On each Payment Date, the Indenture Trustee
      (based on the information contained in the Servicer’s report delivered on or
      before the related Determination Date pursuant to Section
      4.09
      of the
      Sale and Servicing Agreement) shall withdraw the funds on deposit in the
      Interest Distribution Account with respect to the Collection Period preceding
      such Payment Date and make distributions and payments to the Holders of Notes,
      the accrued and unpaid interest on the Notes; provided that if there are not
      sufficient funds available to pay the entire amount of the accrued and unpaid
      interest on the Notes, the amounts available shall be applied to the payment
      of
      such interest on the Notes on a pro rata basis based upon the amount of interest
      due on each Class of Notes;

     

    (d) On
      each
      Payment Date, except as provided in Section
      5.04(b),
      the
      Indenture Trustee (based on the information contained in the Servicer’s report
      delivered on or before the related Determination Date pursuant to Section
      4.09
      of the
      Sale and Servicing Agreement) shall withdraw the funds on deposit in the
      Principal Distribution Account with respect to the Collection Period preceding
      such Payment Date and make distributions and payments in the following order
      of
      priority:

     

    (i) first,
      to
      the Holders of the Notes, the Principal Distributable Amount in the following
      order of priority:

     

    
      
        
        

      

      
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    (A) first,
      to
      the Noteholders of the Class A-1 Notes in reduction of principal until the
      principal amount of the Outstanding Class A-1 Notes has been paid in full;
      provided that if there are not sufficient funds available to pay the principal
      amount of the Outstanding Class A-1 Notes in full, the amounts available shall
      be applied to the payment of principal on the Class A-1 Notes on a pro rata
      basis;

     

    (B) second,
      to the Noteholders of the Class A-2 Notes in reduction of principal until the
      principal amount of the Outstanding Class A-2 Notes has been paid in full;
      provided that if there are not sufficient funds available to pay the principal
      amount of the Outstanding Class A-2 Notes in full, the amounts available shall
      be applied to the payment of principal on the Class A-2 Notes on a pro rata
      basis;

     

    (C) third,
      to
      the Noteholders of the Class A-3 Notes in reduction of principal until the
      principal amount of the Outstanding Class A-3 Notes has been paid in full;
      provided that if there are not sufficient funds available to pay the principal
      amount of the Outstanding Class A-3 Notes in full, the amounts available shall
      be applied to the payment of principal on the Class A-3 Notes on a pro rata
      basis;

     

    (D) fourth,
      to the Noteholders of the Class A-4 Notes in reduction of principal until the
      principal amount of the Outstanding Class A-4 Notes has been paid in full;
      provided that if there are not sufficient funds available to pay the principal
      amount of the Outstanding Class A-4 Notes in full, the amounts available shall
      be applied to the payment of principal on the Class A-4 Notes on a pro rata
      basis; and

     

    (ii) second,
      to the Certificateholders, any amounts remaining in the Principal Distribution
      Account.

     

    Section
      8.03 General
      Provisions Regarding Accounts.
      The
      Indenture Trustee shall not in any way be held liable by reason of any
      insufficiency in any of the Trust Accounts resulting from any loss on any
      Eligible Investment included therein except for losses attributable to the
      Indenture Trustee’s failure, in its commercial capacity as principal obligor and
      not as trustee, to make payments on such Eligible Investments issued by the
      Indenture Trustee, in its commercial capacity as principal obligor and not
      as
      trustee, in accordance with their terms.

     

    Section
      8.04 Release
      of Trust Estate.

     

    (a) Subject
      to the payment of its fees and expenses pursuant to Section
      6.07,
      the
      Indenture Trustee may, and when required by the provisions of this Indenture
      shall, execute instruments to release property from the lien of this Indenture,
      or convey the Indenture Trustee’s interest in the same, in a manner and under
      circumstances that are not inconsistent with the provisions of this Indenture.
      No party relying upon an instrument executed by the Indenture Trustee as
      provided in this Article VIII shall be bound to ascertain the Indenture
      Trustee’s authority, inquire into the satisfaction of any conditions precedent
      or see to the application of any moneys.

     

    
      
        
        

      

      
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    (b) The
      Indenture Trustee shall, at such time as there are no Notes Outstanding and
      all
      sums due the Indenture Trustee pursuant to Section
      6.07
      have
      been paid in full, release any remaining portion of the Trust Estate that
      secured the Notes from the lien of this Indenture and release to the Issuer
      or
      any other Person entitled thereto any funds then on deposit in the Trust
      Accounts. The Indenture Trustee shall release property from the lien of this
      Indenture pursuant to this Section
      8.04(b)
      only
      upon receipt by it of an Issuer Request accompanied by an Officer’s Certificate,
      an Opinion of Counsel and (if required by the TIA) Independent Certificates
      in
      accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable
      requirements of Section
      11.01.

     

    (c) The
      Issuer agrees, upon request by the Servicer and representation by the Servicer
      that it has complied with the procedure in Section
      9.01
      of the
      Sale and Servicing Agreement, to render the Issuer Request to the Indenture
      Trustee in accordance with Section 4.04,
      and
      take such other actions as are required in that Section.

     

    Section
      8.05 Opinion
      of Counsel.
      The
      Indenture Trustee shall receive at least seven days prior written notice
      when requested by the Issuer to take any action pursuant to Section 8.04(b),
      accompanied by copies of any instruments involved, and the Indenture Trustee
      shall also require, as a condition to such action, an Opinion of Counsel, in
      form and substance satisfactory to the Indenture Trustee, stating the legal
      effect of any such action, outlining the steps required to complete the same,
      and concluding that all conditions precedent to the taking of such action have
      been complied with and such action will not materially and adversely impair
      the
      security for the Notes or the rights of the Noteholders in contravention of
      the
      provisions of this Indenture; provided,
      however,
      that
      such Opinion of Counsel shall not be required to express an opinion as to the
      fair value of the Trust Estate. Counsel rendering any such opinion may rely,
      without independent investigation, on the accuracy and validity of any
      certificate or other instrument delivered to the Indenture Trustee in connection
      with any such action.

     

    ARTICLE
      IX.

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01 Supplemental
      Indentures Without Consent of Noteholders.

     

    (a) Without
      the consent of the Holders of any Notes but with prior written notice to the
      Rating Agencies (with copy to the Indenture Trustee), the Issuer and the
      Indenture Trustee, when authorized by an Issuer Order and provided with an
      Issuer Officer’s Certificate stating that the supplement will have no material
      adverse effect on any Noteholder, at any time and from time to time, may enter
      into one or more supplemental indentures hereto (which shall conform to the
      provisions of the Trust Indenture Act as in force at the date of the execution
      thereof), in form satisfactory to the Indenture Trustee, for any of the
      following purposes:

     

    (i) to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii) to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuer, and the assumption by any such successor of the
      covenants of the Issuer herein and in the Notes contained;

     

    
      
        
        

      

      
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    (iii) to
      add to
      the covenants of the Issuer, for the benefit of the Holders of the Notes, or
      to
      surrender any right or power herein conferred upon the Issuer;

     

    (iv) to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v) to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture that may be inconsistent with any other provision herein
      or in any supplemental indenture or with the
      Prospectus dated June 12, 2008 or the Prospectus Supplement dated June 18,
      2008
or
      to
      make any other provisions with respect to matters or questions arising under
      this Indenture or in any supplemental indenture; provided, that such action
      shall not adversely affect the interests of the Holders of the
      Notes;

     

    (vi) to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article VI; or

     

    (vii) to
      modify, eliminate or add to the provisions of this Indenture to such extent
      as
      shall be necessary to effect the qualification of this Indenture under the
      TIA
      or under any similar federal statute hereafter enacted and to add to this
      Indenture such other provisions as may be expressly required by the
      TIA.

     

    The
      Indenture Trustee is hereby authorized to join in the execution of any such
      supplemental indenture and to make any further appropriate agreements and
      stipulations that may be therein contained.

     

    (b) The
      Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
      also
      without the consent of any of the Holders of the Notes but with prior notice
      to
      the Rating Agencies, enter into an indenture or indentures supplemental hereto
      for the purpose of adding any provisions to, or changing in any manner or
      eliminating any of the provisions of, this Indenture or of modifying in any
      manner the rights of the Holders of the Notes under this Indenture; provided,
      however,
      that
      such action shall not materially and adversely affect in any material respect
      the interests of any Noteholder, as evidenced by satisfaction of the Rating
      Agency Condition.

     

    Section
      9.02 Supplemental
      Indentures with Consent of Noteholders.
      The
      Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
      may,
      with prior notice to the Rating Agencies delivered by the Issuer with a copy
      to
      the Indenture Trustee and with the consent of the Holders of not less than
      a
      majority of the Outstanding Amount of the Notes, by Act of such Holders
      delivered to the Issuer and the Indenture Trustee, enter into an indenture
      or
      indentures supplemental hereto for the purpose of adding any provisions to,
      or
      changing in any manner or eliminating any of the provisions of, this Indenture
      or of modifying in any manner the rights of the Holders of the Notes under
      this
      Indenture; provided, that no such supplemental indenture shall, without the
      consent of the Holder of each Outstanding Note affected thereby:

     

    
      
        
        

      

      
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    (a) change
      the date of payment of any installment of principal of or interest on any Note,
      or reduce the principal amount thereof, the interest rate thereon or the
      Redemption Price with respect thereto, change the provisions of this Indenture
      relating to the application of collections on, or the proceeds of the sale
      of,
      the Trust Estate to payment of principal of or interest on the Notes, or change
      any place of payment where, or the coin or currency in which, any Note or the
      interest thereon is payable, or impair the right to institute suit for the
      enforcement of the provisions of this Indenture requiring the application of
      funds available therefor, as provided in Article V, to the payment of any such
      amount due on the Notes on or after the respective due dates thereof (or, in
      the
      case of redemption, on or after the Redemption Date);

     

    (b) reduce
      the percentage of the Outstanding Amount of the Notes, the consent of the
      Holders of which is required for any such supplemental indenture, or the consent
      of the Holders of which is required for any waiver of compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences provided for in this Indenture;

     

    (c) modify
      or
      alter the provisions of the proviso as to the definition of the term
“Outstanding”;

     

    (d) reduce
      the percentage of the Outstanding Amount of the Notes required to direct the
      Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate
      pursuant to Section 5.04;

     

    (e) modify
      any provision of this Section except to increase any percentage specified herein
      or to provide that certain additional provisions of this Indenture or the Basic
      Documents cannot be modified or waived without the consent of the Holder of
      each
      Outstanding Note affected thereby;

     

    (f) modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      Note on any Payment Date (including the calculation of any of the individual
      components of such calculation) or to affect the rights of the Holders of Notes
      to the benefit of any provisions for the mandatory redemption of the Notes
      contained herein; or

     

    (g) permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Trust Estate or, except as otherwise
      permitted or contemplated herein, terminate the lien of this Indenture on any
      property at any time subject hereto or deprive the Holder of any Note of the
      security provided by the lien of this Indenture.

     

    It
      shall
      not be necessary for any Act of Noteholders under this Section to approve the
      particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuer and the Indenture Trustee of any supplemental
      indenture pursuant to this Section, the Indenture Trustee shall mail to the
      Holders of the Notes to which such amendment or supplemental indenture relates
      a
      notice setting forth in general terms the substance of such supplemental
      indenture. Any failure of the Indenture Trustee to mail such notice, or any
      defect therein, shall not, however, in any way impair or affect the validity
      of
      any such supplemental indenture.

     

    
      
        
        

      

      
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    Section
      9.03 Execution
      of Supplemental Indentures.
      In
      executing, or permitting the additional trusts created by, any supplemental
      indenture permitted by this Article IX or the modification thereby of the trusts
      created by this Indenture, the Indenture Trustee shall be entitled to receive
      and shall be fully protected in relying upon, an Opinion of Counsel stating
      that
      the execution of such supplemental indenture is authorized or permitted by
      this
      Indenture. The Indenture Trustee may, but shall not be obligated to, enter
      into
      any such supplemental indenture that affects the Indenture Trustee’s own rights,
      duties, liabilities or immunities under this Indenture or otherwise. The
      Administrator shall provide a fully executed copy of any supplemental indentures
      to this Indenture to each Rating Agency.

     

    Section
      9.04 Effect
      of Supplemental Indenture.
      Upon
      the execution of any supplemental indenture pursuant to the provisions hereof,
      this Indenture shall be and shall be deemed to be modified and amended in
      accordance therewith with respect to the Notes affected thereby, and the
      respective rights, limitations of rights, obligations, duties, liabilities
      and
      immunities under this Indenture of the Indenture Trustee, the Issuer and the
      Holders of the Notes shall thereafter be determined, exercised and enforced
      hereunder subject in all respects to such modifications and amendments, and
      all
      the terms and conditions of any such supplemental indenture shall be and be
      deemed to be part of the terms and conditions of this Indenture for any and
      all
      purposes.

     

    Section
      9.05 Reference
      in Notes to Supplemental Indentures.
      Notes
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to this Article IX may, and if required by the Indenture Trustee shall,
      bear a notation in form approved by the Indenture Trustee as to any matter
      provided for in such supplemental indenture. If the Issuer or the Indenture
      Trustee shall so determine, new Notes so modified as to conform, in the opinion
      of the Indenture Trustee and the Issuer, to any such supplemental indenture
      may
      be prepared and executed by the Issuer and authenticated and delivered by the
      Indenture Trustee in exchange for Outstanding Notes.

     

    Section
      9.06 Conformity
      with Trust Indenture Act.
      Every
      amendment of this Indenture and every supplemental indenture executed pursuant
      to this Article IX shall conform to the requirements of the Trust Indenture
      Act
      as then in effect so long as this Indenture shall then be qualified under the
      Trust Indenture Act.

     

    ARTICLE
      X.

    REDEMPTION
      OF NOTES

     

    Section
      10.01 Redemption.
      The
      Notes are subject to redemption in whole, but not in part, at the direction
      of
      the Servicer pursuant to Section
      9.01
      of the
      Sale and Servicing Agreement, on any Payment Date on which the Servicer
      exercises its option to purchase the Trust Estate pursuant to said Section 9.01,
      for a
      purchase price equal to the Redemption Price; provided, that the Issuer has
      available funds sufficient to pay the Redemption Price. The Servicer or the
      Issuer shall furnish the Rating Agencies and the Indenture Trustee notice of
      such redemption. If the Notes are to be redeemed pursuant to this Section
      10.01,
      the
      Servicer shall furnish notice of such election to the Indenture Trustee not
      later than 20 days prior to the Redemption Date and shall deposit the Business
      Day prior to the Redemption Date with the Indenture Trustee in the Note
      Distribution Account the Redemption Price of the Notes to be redeemed, whereupon
      all such Notes shall be due and payable on the Redemption Date upon the
      furnishing of a notice complying with Section
      10.02
      to each
      Holder of the Notes.

     

    
      
        
        

      

      
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    Section
      10.02 Form
      of Redemption Notice.
      Notice
      of redemption under Section
      10.01
      shall be
      given by the Indenture Trustee by first-class mail, postage prepaid, or by
      facsimile mailed or transmitted not later than 10 days prior to the applicable
      Redemption Date to each Holder of Notes, as of the close of business on the
      Record Date preceding the applicable Redemption Date, at such Holder’s address
      or facsimile number appearing in the Note Register.

     

    All
      notices of redemption shall state:

     

    (a) the
      Redemption Date;

     

    (b) the
      Redemption Price;

     

    (c) the
      place
      where such Notes are to be surrendered for payment of the Redemption Price
      (which shall be the office or agency of the Issuer to be maintained as provided
      in Section
      3.02);
      and

     

    (d) that
      interest on the Notes shall cease to accrue on the Redemption Date.

     

    Notice
      of
      redemption of the Notes shall be given by the Indenture Trustee in the name
      and
      at the expense of the Issuer. Failure to give notice of redemption, or any
      defect therein, to any Holder of any Note shall not impair or affect the
      validity of the redemption of any other Note.

     

    Section
      10.03 Notes
      Payable on Redemption Date.
      The
      Notes or portions thereof to be redeemed shall, following notice of redemption
      as required by Section
      10.02
      (in the
      case of redemption pursuant to Section
      10.01),
      on the
      Redemption Date become due and payable at the Redemption Price and (unless
      the
      Issuer shall default in the payment of the Redemption Price) no interest shall
      accrue on the Redemption Price for any period after the date to which accrued
      interest is calculated for purposes of calculating the Redemption
      Price.

     

    ARTICLE
      XI.

    MISCELLANEOUS

     

    Section
      11.01 Compliance
      Certificates and Opinions, etc.

     

    (a) Upon
      any
      application or request by the Issuer to the Indenture Trustee to take any action
      under any provision of this Indenture, the Issuer shall furnish to the Indenture
      Trustee (i) an Officer’s Certificate stating that all conditions precedent, if
      any, provided for in this Indenture relating to the proposed action have been
      complied with and (ii) an Opinion of Counsel stating that in the opinion of
      such
      counsel all such conditions precedent, if any, have been complied with and
      (iii)
      (if required by the TIA) an Independent Certificate from a firm of certified
      public accountants meeting the applicable requirements of this Section, except
      that, in the case of any such application or request as to which the furnishing
      of such documents is specifically required by any provision of this Indenture,
      no additional certificate or opinion need be furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    
      
        
        

      

      
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    (i) a
      statement that each signatory of such certificate or opinion has read or has
      caused to be read such covenant or condition and the definitions herein relating
      thereto;

     

    (ii) a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (iii) a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with; and

     

    (iv) a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with.

     

    (b)          (i) Prior
      to
      the deposit of any Collateral or other property or securities with the Indenture
      Trustee that is to be made the basis for the release of any property or
      securities subject to the lien of this Indenture, the Issuer shall, in addition
      to any obligation imposed in Section
      11.01(a)
      or
      elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of each person signing such
      certificate as to the fair value (within 90 days of such deposit) to the Issuer
      of the Collateral or other property or securities to be so
      deposited.

     

    (ii) Whenever
      the Issuer is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (i) above, the Issuer shall also deliver to the
      Indenture Trustee an Independent Certificate as to the same matters, if the
      fair
      value to the Issuer of the securities to be so deposited and of all other such
      securities made the basis of any such withdrawal or release since the
      commencement of the then-current fiscal year of the Issuer, as set forth in
      the
      certificates delivered pursuant to clause (i) above and this clause (ii), is
      10%
      or more of the Outstanding Amount of the Notes, but such a certificate need
      not
      be furnished with respect to any securities so deposited, if the fair value
      thereof to the Issuer as set forth in the related Officer’s Certificate is less
      than $25,000 or less than one percent of the Outstanding Amount of the
      Notes.

     

    (iii) Whenever
      any property or securities are to be released from the lien of this Indenture,
      the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate
      certifying or stating the opinion of each person signing such certificate as
      to
      the fair value (within 90 days of such release) of the property or securities
      proposed to be released and stating that in the opinion of such person the
      proposed release will not impair the security under this Indenture in
      contravention of the provisions hereof.

     

    
      
        
        

      

      
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    (iv) Other
      than with respect to the release of any Purchased Receivable, the Issuer is
      required to furnish to the Indenture Trustee an Officer’s Certificate certifying
      or stating the opinion of any signer thereof as to the matters described in
      clause (iii) above, the Issuer shall also furnish to the Indenture Trustee
      an
      Independent Certificate as to the same matters if the fair value of the property
      or securities and of all other property, other than property as contemplated
      by
      clause (v) below, or securities released from the lien of this Indenture
      since the commencement of the then-current calendar year, as set forth in the
      certificates required by clause (iii) above and this clause (iv), equals 10%
      or
      more of the Outstanding Amount of the Notes, but such certificate need not
      be
      furnished in the case of any release of property or securities if the fair
      value
      thereof as set forth in the related Officer’s Certificate is less than $25,000
      or less than one percent of the then Outstanding Amount of the
      Notes.

     

    (v) Notwithstanding
      Section
      4.04
      or any
      other provision of this Section, the Issuer may, without compliance with the
      requirements of the other provisions of this Section, (A) collect, liquidate,
      sell or otherwise dispose of Receivables and Financed Vehicles as and to the
      extent permitted or required by the Basic Documents and (B) make cash payments
      out of the Trust Accounts as and to the extent permitted or required by the
      Basic Documents.

     

    Section
      11.02 Form
      of Documents Delivered to Indenture Trustee.
      In any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuer may be based,
      insofar as it relates to legal matters, upon a certificate or opinion of, or
      representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which such officer’s certificate or opinion is
      based are erroneous. Any such certificate of an Authorized Officer or Opinion
      of
      Counsel may be based, insofar as it relates to factual matters, upon a
      certificate or opinion of, or representations by, an officer or officers of
      the
      Servicer, either Seller, the Issuer or the Administrator, stating that the
      information with respect to such factual matters is in the possession of the
      Servicer, the applicable Seller, the Issuer or the Administrator, unless such
      counsel knows, or in the exercise of reasonable care should know, that the
      certificate or opinion or representations with respect to such matters are
      erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    
      
        
        

      

      
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    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuer shall deliver any
      document as a condition of the granting of such application, or as evidence
      of
      the Issuer’s compliance with any term hereof, it is intended that the truth and
      accuracy, at the time of the granting of such application or at the effective
      date of such certificate or report (as the case may be), of the facts and
      opinions stated in such document shall in such case be conditions precedent
      to
      the right of the Issuer to have such application granted or to the sufficiency
      of such certificate or report. The foregoing shall not, however, be construed
      to
      affect the Indenture Trustee’s right to rely upon the truth and accuracy of any
      statement or opinion contained in any such document as provided in Article
      VI.

     

    Section
      11.03 Acts
      of Noteholders.

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Noteholders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Noteholders in person or by agents 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
      Indenture Trustee and, where it is hereby expressly required, to the Issuer.
      Such instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the “Act” of the Noteholders
      signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Indenture and (subject to Section
      6.01)
      conclusive in favor of the Indenture Trustee and the Issuer, if made in the
      manner provided in this Section.

     

    (b) The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Indenture Trustee deems sufficient.

     

    (c) The
      ownership of Notes shall be proved by the Note Register.

     

    (d) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Notes shall bind the Holder of every Note issued
      upon the registration thereof or in exchange therefor or in lieu thereof, in
      respect of anything done, omitted or suffered to be done by the Indenture
      Trustee or the Issuer in reliance thereon, whether or not notation of such
      action is made upon such Note.

     

    Section
      11.04 Notices,
      etc., to Indenture Trustee, Issuer and Rating Agencies.
      Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Noteholders or other documents provided or permitted by this Indenture shall
      be
      in writing and, if such request, demand, authorization, direction, notice,
      consent, waiver or act of Noteholders is to be made upon, given or furnished
      to
      or filed with:

     

    (a) the
      Indenture Trustee by any Noteholder or by the Issuer, shall be sufficient for
      every purpose hereunder if made, given, furnished or filed in writing to or
      with
      the Indenture Trustee at its Corporate Trust Office; or

     

    
      
        
        

      

      
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    (b) the
      Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for
      every purpose hereunder if in writing and mailed first-class, postage prepaid
      to
      the Issuer addressed to: Hyundai Auto Receivables Trust 2008-A, in care of
      Wilmington Trust Company, as Owner Trustee, Rodney Square North, 1100 North
      Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
      Administration, or at any other address previously furnished in writing to
      the
      Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly
      transmit any notice received by it from the Noteholders to the Indenture
      Trustee.

     

    Notices
      required to be given to the Rating Agencies by the Issuer, the Indenture Trustee
      or the Owner Trustee shall be in writing, personally delivered, electronically
      delivered or mailed by certified mail, return receipt requested, to (i) in
      the
      case of Moody’s, at the following address: Moody’s Investors Service, Inc., ABS
      Monitoring Department, 99 Church Street, New York, New York 10007; and (ii)
      in
      the case of Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com
      or at
      the following address: Standard & Poor’s Ratings Services, a division
      of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,
      Attention of Asset Backed Surveillance Department; or as to each of the
      foregoing, at such other address as shall be designated by written notice to
      the
      other parties.

     

    Section
      11.05 Notices
      to Noteholders; Waiver.
      Where
      this Indenture provides for notice to Noteholders of any event, such notice
      shall be sufficiently given (unless otherwise herein expressly provided) if
      in
      writing and mailed, first-class, postage prepaid to each Noteholder affected
      by
      such event, at such Holder’s address as it appears on the Note Register, not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. In any case where notice to Noteholders is given
      by mail, neither the failure to mail such notice nor any defect in any notice
      so
      mailed to any particular Noteholder shall affect the sufficiency of such notice
      with respect to other Noteholders, and any notice that is mailed in the manner
      herein provided shall conclusively be presumed to have been duly
      given.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Noteholders shall be filed with the Indenture Trustee but such filing
      shall not be a condition precedent to the validity of any action taken in
      reliance upon such a waiver.

     

    In
      case,
      by reason of the suspension of regular mail service as a result of a strike,
      work stoppage or similar activity, it shall be impractical to mail notice of
      any
      event to Noteholders when such notice is required to be given pursuant to any
      provision of this Indenture, then any manner of giving such notice as shall
      be
      satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
      of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute a Default or Event of
      Default.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    Section
      11.06 Alternate
      Payment and Notice Provisions.
      Notwithstanding any provision of this Indenture or any of the Notes to the
      contrary, the Issuer may enter into any agreement with any Holder of a Note
      providing for a method of payment, or notice by the Indenture Trustee or any
      Paying Agent to such Holder, that is different from the methods provided for
      in
      this Indenture for such payments or notices, provided that the Issuer agrees
      to
      pay any additional expenses incurred as a result of such alternative payment
      or
      notice provision. The Issuer will furnish to the Indenture Trustee a copy of
      each such agreement and the Indenture Trustee will cause payments to be made
      and
      notices to be given in accordance with such agreements. The Indenture Trustee
      shall provide a copy of any request made pursuant to this Section
      11.06
      to the
      Owner Trustee.

     

    Section
      11.07 Effect
      of Headings and Table of Contents.
      The
      Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction hereof.

     

    Section
      11.08 Successors
      and Assigns.
      All
      covenants and agreements in this Indenture and the Notes by the Issuer shall
      bind its successors and assigns, whether so expressed or not. All agreements
      of
      the Indenture Trustee in this Indenture shall bind its successors, co-trustees
      and agents.

     

    Section
      11.09 Separability.
      In case
      any provision in this Indenture or in the Notes shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      11.10 Benefits
      of Indenture.
      Nothing
      in this Indenture or in the Notes, express or implied, shall give to any Person,
      other than the parties hereto and their successors hereunder, and the
      Noteholders, and any other party secured hereunder, and any other Person with
      an
      ownership interest in any part of the Trust Estate, any benefit or any legal
      or
      equitable right, remedy or claim under this Indenture.

     

    Section
      11.11 Legal
      Holidays.
      In any
      case where the date on which any payment is due shall not be a Business Day,
      then (notwithstanding any other provision of the Notes or this Indenture)
      payment need not be made on such date, but may be made on the next succeeding
      Business Day with the same force and effect as if made on the date on which
      nominally due, and no interest shall accrue for the period from and after any
      such nominal date.

     

    Section
      11.12 GOVERNING
      LAW.
      THIS
      INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, 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 Counterparts.
      This
      Indenture may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    Section
      11.14 Recording
      of Indenture.
      If this
      Indenture is subject to recording in any appropriate public recording offices,
      such recording is to be effected by the Issuer and at the expense of the
      Servicer accompanied by an Opinion of Counsel (which may be counsel to the
      Indenture Trustee or any other counsel reasonably acceptable to the Indenture
      Trustee) to the effect that such recording is necessary either for the
      protection of the Noteholders or any other Person secured hereunder or for
      the
      enforcement of any right or remedy granted to the Indenture Trustee under this
      Indenture.

     

    Section
      11.15 Trust
      Obligation.
      (a) No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
      this Indenture or any certificate or other writing delivered in connection
      herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee
      in
      its individual capacity, (ii) any owner of a beneficial interest in the
      Issuer, including the Seller, or (iii) any partner, owner, beneficiary, agent,
      officer, director, employee or agent of the Indenture Trustee or the Owner
      Trustee in its individual capacity, any holder of a beneficial interest in
      the
      Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign
      of the Indenture Trustee or the Owner Trustee in its individual capacity, except
      as any such Person may have expressly agreed (it being understood that the
      Indenture Trustee and the Owner Trustee have no such obligations in their
      individual capacity). For all purposes of this Indenture, in the performance
      of
      any duties or obligations of the Issuer hereunder, the Owner Trustee shall
      be
      subject to, and entitled to the benefits of, the terms and provisions of Article
      VI, VII and VIII of the Trust Agreement.

     

    (b) In
      furtherance of and not in derogation of the foregoing, to the extent the
      Depositor enters into other securitization transactions, each Noteholder, by
      accepting a Note, 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 Noteholder 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 Noteholder, by accepting a Note, 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
      Noteholder, by acceptance of a Note, 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
      Indenture.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    Section
      11.16 No
      Petition.
      The
      Indenture Trustee, by entering into this Indenture, and each Noteholder, by
      accepting a Note or a beneficial interest in a Note, hereby covenant and agree
      that they will not at any time institute against the Issuer or the Depositor,
      or
      join in any institution against the Issuer or 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 Notes, this Indenture or
      any
      of the Basic Documents.

     

    Section
      11.17 Inspection.
      The
      Issuer agrees that, on reasonable prior notice, it will permit any
      representative of the Indenture Trustee, during the Issuer’s normal business
      hours, to examine all the books of account, records, reports and other papers
      of
      the Issuer, to make copies and extracts therefrom, to cause such books to be
      audited by Independent certified public accountants, and to discuss the Issuer’s
      affairs, finances and accounts with the Issuer’s officers, employees and
      Independent certified public accountants, all at such reasonable times and
      as
      often as may be reasonably requested; provided,
      however,
      that
      the Indenture Trustee may only cause the books of the Issuer to be audited
      on an
      annual basis, unless there occurs an Event of Default hereunder. The Indenture
      Trustee shall, and shall cause its representatives to, hold in confidence all
      such information except to the extent such information is publicly available
      or
      such disclosure may be required by law (and all reasonable applications for
      confidential treatment are unavailing) and except to the extent that the
      Indenture Trustee may reasonably determine with the advice of counsel and after
      consultation with the Issuer that such disclosure is consistent with its
      obligations hereunder.

     

    Section
      11.18 Conflict
      with Trust Indenture Act.
      If any
      provision hereof limits, qualifies or conflicts with another provision hereof
      that is required to be included in this Indenture by any of the provisions
      of
      the Trust Indenture Act, such required provision shall control.

     

    The
      provisions of TIA Sections 310 through 317 that impose duties on any person
      (including the provisions automatically deemed included herein unless expressly
      excluded by this Indenture) are a part of and govern this Indenture, whether
      or
      not physically contained herein.

     

    Section
      11.19 Limitation
      of Liability.
      It is
      expressly understood and agreed by the parties hereto that (a) this Indenture
      is
      executed and delivered by Wilmington Trust Company, not individually or
      personally but solely as Owner Trustee of Hyundai Auto Receivables
      Trust 2008-A, in the exercise of the powers and authority conferred and
      vested in it, (b) each of the representations, undertakings and agreements
      herein made on the part of the Issuer is made and intended not as personal
      representations, undertakings and agreements by Wilmington Trust Company but
      is
      made and intended for the purpose for binding only the Issuer, (c) nothing
      herein contained shall be construed as creating any liability on Wilmington
      Trust Company individually or personally, to perform any covenant either
      expressed or implied contained herein, all such liability, if any, being
      expressly waived by the parties hereto and by any Person claiming by, through
      or
      under the parties hereto and (d) under no circumstances shall Wilmington Trust
      Company be personally liable for the payment of any indebtedness or expenses
      of
      the Issuer or be liable for the breach or failure of any obligation,
      representation, warranty or covenant made or undertaken by the Issuer under
      this
      Indenture or any other related documents.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    Section
      11.20 Representations
      and Warranties.
      The
      Issuer makes the representations and warranties set forth below with respect
      to
      the Receivables, on which the Indenture Trustee relies. Such representations
      and
      warranties speak as of the execution and delivery of this Indenture as of the
      Closing Date, but shall survive the assignment of the Receivables to the
      Indenture Trustee, and shall not be waived by the Indenture Trustee except
      in
      accordance with the terms of this Indenture.

     

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

     

    (b) Each
      Receivables constitutes “chattel paper” within the meaning of the UCC as in
      effect in the state of origination.

     

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

     

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

     

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

     

    (f) The
      Contracts that constitute or evidence the Receivables do not have any marks
      or
      notations indicating that they have been pledged, assigned or otherwise conveyed
      to any Person other than the Indenture Trustee, except for such marks or
      notations indicating that they have been pledged, assigned or otherwise conveyed
      (i) to the Depositor or the Issuer in accordance with the Basic Documents,
      (ii)
      pursuant to the Second Amended and Restated Receivables Purchase Agreement,
      dated as of July 23, 2002, as amended, among the Seller, Hyundai BC Funding
      Corporation, Amsterdam Funding Corporation, Barton Capital LLC, Sheffield
      Receivables Corporation, Park Avenue Receivables Company, LLC,
      Société Générale, ABN AMRO Bank N.V., Barclays Bank PLC and JPMorgan Chase
      Bank, N.A. and the Purchase and Sale Agreement dated as of January 17, 2000,
      as
      amended, between the Seller and Hyundai BC Funding Corporation or (iii) to
      HMFC
      in accordance with Dealer Agreements. All financing statements filed or to
      be
      filed against the Issuer in favor of the Indenture Trustee in connection with
      this Indenture describing the Receivables contain a statement to the following
      effect: “A purchase of or security interest in any collateral described in this
      financing statement, except as provided in the Indenture, will violate the
      rights of the Indenture Trustee.”

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture
      to be duly executed by their respective officers, thereunto duly authorized
      and
      duly attested, all as of the day and year first above written.

     

    
      	 	
              HYUNDAI
                AUTO RECEIVABLES TRUST 2008-A

            
	 	 	 
	 	
              By: 

            	
              WILMINGTON
                TRUST COMPANY,

            
	 	 	
              not
                in its individual capacity but solely

            
	 	 	
              as
                Owner Trustee under the Trust Agreement

            
	 	 	 
	 	
              By: 

            	
              /s/
                J. Christopher Murphy

            
	 	
              Name:    J. Christopher Murphy

            
	 	
              Title:      Financial Services Officer

            


    

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

    


    
      	 	
              CITIBANK,
                N.A.,

            
	 	
              not
                in its individual capacity

            
	 	
              but
                solely as Indenture Trustee

            
	 	 
	 	
              By: 

            	
              /s/
                Karen Schluter

            
	 	
              Name:     Karen
                Schluter

            
	 	
              Title:       Vice
                President

            


    

     

    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF DELAWARE

            	
              )

            	
            
	 	
              )
                ss.:

            	
               

            
	
              COUNTY
                OF NEW CASTLE

            	
              )

            	 


    

     

    BEFORE
      ME, the undersigned authority, a Notary Public in and for said county and state,
      on this day personally appeared         J.
      Christopher Murphy Financial Services
      Officer       
      of
      Wilmington Trust Company, not in its individual capacity but solely as Owner
      Trustee of Hyundai Auto Receivables Trust 2008-A, a Delaware statutory trust
      (the “Trust”), known to me to be the person and officer whose name is subscribed
      to the foregoing instrument and acknowledged to me that the same was the act
      of
      the said Trust, and that he/she executed the same as the act of said statutory
      trust for the purpose and consideration therein expressed, and in the capacities
      therein stated.

     

    GIVEN
      UNDER MY HAND AND 

    SEAL
      OF
      OFFICE, this 17th day of June, 2008.

     

    
      	
              /s/
                Amanda E. Gamble

            	 
	
              Notary
                Public – State of Delaware

            	 
	 	 
	
              My
                commission expires: May 15, 2011

            	 


    

     

    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    BEFORE
      ME, the undersigned authority, a Notary Public in and for said county and state,
      on this day personally appeared           Karen
      Schluter         Vice
      President         ,
      known
      to me to be the person and officer whose name is subscribed to the foregoing
      instrument and acknowledged to me that the same was the act of Citibank, N.A.,
      a
      national banking association, and that he/she executed the same as the act
      of
      said national banking association for the purpose and consideration therein
      stated.

     

    GIVEN
      UNDER MY HAND AND 

    SEAL
      OF
      OFFICE, this 25th day of June, 2008.

     

    
      	
              /s/
                Zenaida Santiago

            	 
	
              Notary
                Public, State of New York

            	 
	
              No.
                01SA6152564

            	 
	
              Qualified
                in Kings County

            	 


    

    


    My
      commission expires: 9/18/2010

     

    
      
        
        

      

      
        S-4

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A 

     

    Schedule
      of Receivables

     

    [To
      be
      Delivered to the Trust at Closing]

     

    
      
        
        

      

      
        Schedule
          A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-1 

     

    [FORM
      OF
      CLASS A-1 NOTE]

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR
      ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
      IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
      BE
      LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

     

    
      	
              REGISTERED

            	
              $__________(1)

            
	
              No.
                R-_____

            	
              CUSIP
                NO. ___________

            


    

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A

     

    [_____]%
      ASSET BACKED NOTE, CLASS A-1

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A, a statutory trust organized and existing under
      the laws of the State of Delaware (herein referred to as the “Issuer”), for
      value received, hereby promises to pay to Cede & Co., or registered assigns,
      the principal sum of ___________________________________ DOLLARS, payable on
      each Payment Date in an amount equal to the aggregate amount, if any, payable
      from the Note Distribution Account in respect of principal on the Class A-1
      Notes pursuant to Section 3.01 of the Indenture dated as of June 25, 2008 (the
      “Indenture”), between the Issuer and Citibank, N.A., a national banking
      association, as Indenture Trustee (the “Indenture Trustee”); provided,
      however,
      that
      the entire unpaid principal amount of this Note shall be due and payable on
      the
      earlier of [________] (the “Class A-1 Maturity Date”) and the Redemption
      Date, if any, Pursuant to Article X of the Indenture. Capitalized terms used
      but
      not defined herein are defined in the Indenture, which also contains rules
      as to
      construction that shall be applicable herein.

     

    The
      Issuer will pay interest on this Note at the rate per annum set forth above,
      on
      each Payment Date until the principal of this Note is paid or made available
      for
      payment, on the principal amount of this Note outstanding on the preceding
      Payment Date (after giving effect to all payments of principal made on the
      preceding Payment Date), subject to certain limitations contained in the last
      sentence of Section 3.01 of the Indenture. Interest on this Note will accrue
      for
      each Payment Date on the basis of a 360-day year and the actual number of days
      from the previous Payment Date (or, in the case of the first Payment Date,
      from
      the Closing Date) to but excluding the next Payment Date. Such principal of
      and
      interest on this Note shall be paid in the manner specified herein.

     

      
        

      

    

    
      	1	
              Denominations
                of $1,000 and integral multiples of $1,000 in excess
                thereof.

            


    

     

    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    

     

    The
      principal of and interest on this Note are payable in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts. All payments made by the Issuer with
      respect to this Note shall be applied first to interest due and payable on
      this
      Note as provided above and then to the unpaid principal of this
      Note.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Note shall not be
      entitled to any benefit under the Indenture, or be valid or obligatory for
      any
      purpose.

     

    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      [____]% Asset Backed Notes, Class A-1 (herein called the “Class A-1 Notes”), all
      issued under the Indenture, to which Indenture and all indentures supplemental
      thereto reference is hereby made for a statement of the respective rights and
      obligations thereunder of the Issuer, the Indenture Trustee and the Holders
      of
      the Notes. The Class A-1 Notes are subject to all terms of the
      Indenture.

     

    The
      Class
      A-1 Notes are and will be secured by the collateral pledged as security therefor
      as provided in the Indenture. The Class A-1 Notes are senior in right of payment
      to the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, to the
      extent provided in the Indenture.

     

    Principal
      of the Class A-1 Notes will be payable on each Payment Date in an amount
      described on the face hereof. “Payment Date” means the 15th
      day of
      each month, or, if any such date is not a Business Day, the next succeeding
      Business Day, commencing July 15, 2008.

     

    As
      described above, the entire unpaid principal amount of this Note shall be due
      and payable on the earlier of the Class A-1 Maturity Date and the Redemption
      Date, if any, pursuant to Article X of the Indenture. Notwithstanding the
      foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders
      of Notes representing not less than a majority of the Outstanding Amount of
      the
      Notes may declare the Notes to be immediately due and payable in the manner
      provided in Section 5.02 of the Indenture. All principal payments on the Class
      A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled
      thereto.

     

    Payments
      of interest on this Note due and payable on each Payment Date, together with
      the
      installment of principal, if any, to the extent not in full payment of this
      Note, shall be made by check mailed to the Person whose name appears as the
      Registered Holder of this Note (or one or more Predecessor Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Notes registered on the Record Date in the name of the nominee of
      the
      Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
      made by wire transfer in immediately available funds to the account designated
      by such nominee. Such checks shall be mailed to the Person entitled thereto
      at
      the address of such Person as it appears on the Note Register as of the
      applicable Record Date without requiring that this Note be submitted for
      notation of payment. Any reduction in the principal amount of this Note (or
      any
      one or more Predecessor Notes) effected by any payments made on any Payment
      Date
      shall be binding upon all future Holders of this Note and of any Note issued
      upon the registration of transfer hereof or in exchange hereof or in lieu
      hereof, whether or not noted hereon. If funds are expected to be available,
      as
      provided in the Indenture, for payment in full of the then remaining unpaid
      principal amount of this Note on a Payment Date, then the Indenture Trustee,
      in
      the name of and on behalf of the Issuer, will notify the Person who was the
      Registered Holder hereof as of the Record Date preceding such Payment Date
      by
      notice mailed or transmitted by facsimile prior to such Payment Date, and the
      amount then due and payable shall be payable only upon presentation and
      surrender of this Note at the Indenture Trustee’s principal Corporate Trust
      Office or at the office of the Indenture Trustee’s agent appointed for such
      purposes located in The City of New York.

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    

     

    The
      Issuer shall pay interest on overdue installments of interest at the Class
      A-1
      Rate to the extent lawful.

     

    As
      provided in the Indenture and subject to the limitations set forth therein
      and
      on the face hereof, the transfer of this Note may be registered on the Note
      Register upon surrender of this Note for registration of transfer at the office
      or agency designated by the Issuer pursuant to the Indenture, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney
      duly authorized in writing, with such signature guaranteed by an “eligible
      guarantor institution” meeting the requirements of the Note Registrar, which
      requirements include membership or participation in the Securities Transfer
      Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
      for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended, and thereupon one or more new Notes of authorized denominations and
      in
      the same aggregate principal amount will be issued to the designated transferee
      or transferees. No service charge will be charged for any registration of
      transfer or exchange of this Note, but the transferor may be required to pay
      a
      sum sufficient to cover any tax or other governmental charge that may be imposed
      in connection with any such registration of transfer or exchange subject to
      certain exceptions set forth in the Indenture.

     

    Each
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection therewith,
      against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee
      in its individual capacity, (ii) any owner of a beneficial interest in the
      Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent,
      officer, director or employee of the Seller, the Servicer, the Indenture Trustee
      or the Owner Trustee in its individual capacity, any holder of a beneficial
      interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the
      Indenture Trustee or of any successor or assign of the Indenture Trustee or
      the
      Owner Trustee in its individual capacity, except as any such Person may have
      expressly agreed and except that any such partner, owner or beneficiary shall
      be
      fully liable, to the extent provided by applicable law, for any unpaid
      consideration for stock, unpaid capital contribution or failure to pay any
      installment or call owing to such entity. Each Noteholder or Note Owner, by
      its
      acceptance of a Note or, in the case of a Note Owner, a beneficial interest
      in a
      Note, agrees that, except as expressly provided in the Basic Documents, in
      the
      case of an Event of Default under the Indenture, the Noteholder shall have
      no
      claim against any of the foregoing for any deficiency, loss or claim therefrom;
      provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.

     

    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    

     

    Each
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees by accepting the
      benefits of the Indenture that such Noteholder or Note Owner will not at any
      time institute against the Issuer or the Depositor, or join in any institution
      against the Issuer or the Depositor of, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings under any United States
      federal or state bankruptcy or similar law in connection with any obligations
      relating to the Notes, the Indenture or the other Basic Documents.

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for purposes of federal and state income tax, franchise tax and any other
      tax measured in whole or in part by income, the Notes will be characterized
      as
      indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of
      a
      Note (and each Note Owner by acceptance of a beneficial interest in a Note),
      agrees to treat the Notes for such purposes as indebtedness.

     

    This
      Note, or any interest therein, may not be transferred to an “employee benefit
      plan” within the meaning of Section 3(3) of ERISA that is subject to ERISA, a
“plan” described in Section 4975(e)(1) of the Code, any entity that is deemed to
      hold “plan assets” of any of the foregoing by reason of an employee benefit
      plan’s or other plan’s investment in such entity, or any governmental, foreign
      or church plan subject to applicable law that is substantially similar to
      Section 406 of ERISA or Section 4975 of the Code, unless such transferee
      represents, warrants and covenants that its purchase and holding of this Note,
      throughout the period that it holds this Note is, and will be, eligible for
      relief under Section 408(b)(17) of ERISA; Department of Labor prohibited
      transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38;
      PTCE 84-14 or another applicable prohibited transaction exemption (or in the
      case of a governmental, foreign or church plan subject to law that is
      substantially similar to Section 406 of ERISA or Section 4975 of the Code,
      a similar type of exemption or other applicable relief). By its acquisition
      of
      this Note in book-entry form or any interest therein, each transferee will
      be
      deemed to have represented, warranted and covenanted that it satisfies the
      foregoing requirements and the Indenture Trustee may rely conclusively on the
      same for purposes hereof.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuer,
      the
      Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
      treat
      the Person in whose name this Note (as of the day of determination or as of
      such
      other date as may be specified in the Indenture) is registered as the owner
      hereof for all purposes, whether or not this Note be overdue, and none of the
      Issuer, the Indenture Trustee or any such agent shall be affected by notice
      to
      the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      rights of the Holders of the Notes under the Indenture at any time by the Issuer
      with the consent of the Holders of Notes representing a majority of the
      Outstanding Amount of all Notes at the time Outstanding. The Indenture also
      contains provisions permitting Holders of Notes representing specified
      percentages of the Outstanding Amount of the Notes, on behalf of the Holders
      of
      all the Notes, to waive compliance by the Issuer with certain provisions of
      the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the Holder of this Note (or any one or more
      Predecessor Notes) shall be conclusive and binding upon such Holder and upon
      all
      future Holders of this Note and of any Note issued upon the registration of
      transfer hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note. The Indenture also permits
      the
      Indenture Trustee to amend or waive certain terms and conditions set forth
      in
      the Indenture without the consent of Holders of the Notes issued
      thereunder.

     

    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    

     

    The
      term
“Issuer” as used in this Note includes any successor to the Issuer under the
      Indenture.

     

    The
      Notes
      are issuable only in registered form in denominations as provided in the
      Indenture, subject to certain limitations therein set forth.

     

    This
      Note
      and the Indenture shall be construed in accordance with the laws of the State
      of
      New York, without reference to its conflict of law provisions, and the
      obligations, rights and remedies of the parties hereunder and thereunder shall
      be determined in accordance with such laws.

     

    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall alter or impair the obligation of the Issuer, which is absolute
      and unconditional, to pay the principal of and interest on this Note at the
      times, place and rate, and in the coin or currency herein
      prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, none of Wilmington Trust Company in its individual capacity,
      Citibank, N.A. in its individual capacity, any owner of a beneficial interest
      in
      the Issuer, the Seller, the Servicer, or any of their respective partners,
      beneficiaries, agents, officers, directors, employees or successors or assigns
      shall be personally liable for, nor shall recourse be had to any of them for,
      the payment of principal of or interest on this Note or performance of, or
      omission to perform, any of the covenants, obligations or indemnifications
      contained in the Indenture. The Holder of this Note by its acceptance hereof
      agrees that, except as expressly provided in the Basic Documents, in the case
      of
      an Event of Default under the Indenture, the Holder shall have no claim against
      any of the foregoing for any deficiency, loss or claim therefrom; provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.

     

    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
      or
      in facsimile, by its Authorized Officer, as of the date set forth
      below.

    

      
        	
                Date:________________________

              	
                HYUNDAI
                  AUTO RECEIVABLES TRUST 2008-A

              
	 	 
	 	
                By:

              	
                WILMINGTON
                  TRUST COMPANY,

              
	 	 	
                not
                  in its individual capacity

              
	 	 	
                but
                  solely as Owner Trustee

              
	 	 	
                under
                  the Trust Agreement

              
	 	 	 
	 	
                By:

              	 	
              
	 	 	
                Authorized
                  Signatory

              


      

    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes designated above and referred to in the within-mentioned
      Indenture.

    

      
        	
                Date:________________________

              	
                CITIBANK,
                  N.A.,

              
	 	
                not
                  in its individual capacity

              
	 	
                but
                  solely as Indenture Trustee

              
	 	 
	 	
                By:

              	 	
              
	 	 	
                Authorized
                  Signatory

              


      

    

     

    
      
        
        

      

      
        A-1-6

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee:
      ___________________ 

     

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

    (name
      and
      address of assignee)

     

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints ____________________________________________, attorney, to transfer
      said Note on the books kept for registration thereof, 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 Note in every particular, without
      alteration, enlargement or any change whatsoever. Such signature must be
      guaranteed by an “eligible guarantor institution” meeting the requirements of
      the Note Registrar, which requirements include membership or participation
      in
      STAMP or such other “signature guarantee program” as may be determined by the
      Note Registrar in addition to, or in substitution for, STAMP, all in accordance
      with the Securities Exchange Act of 1934, as amended.

     

    
      
        
        

      

      
        A-1-7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-2 

     

    [FORM
      OF
      CLASS A-2 NOTE]

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR
      ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
      IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
      BE
      LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

    

      
        	
                REGISTERED

              	
                $__________(2)

              
	
                No.
                  R-________

              	
                CUSIP
                  NO. ___________

              


      

      
         

      

    

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A

     

    [____]%
      ASSET BACKED NOTE, CLASS A-2

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A, a statutory trust organized and existing under
      the laws of the State of Delaware (herein referred to as the “Issuer”),
      for
      value received, hereby promises to pay to Cede & Co., or registered assigns,
      the principal sum of ______________________________ DOLLARS, payable on each
      Payment Date in an amount equal to the aggregate amount, if any, payable from
      the Note Distribution Account in respect of principal on the Class A-2 Notes
      pursuant to Section 3.01 of the Indenture dated as of June 25, 2008 (the
“Indenture”),
      between the Issuer and Citibank, N.A., a national banking association, as
      Indenture Trustee (the “Indenture
      Trustee”);
      provided,
      however,
      that
      the entire unpaid principal amount of this Note shall be due and payable on
      the
      earlier of [________] (the “Class
      A-2 Maturity Date”)
      and
      the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized
      terms used but not defined herein are defined in the Indenture, which also
      contains rules as to construction that shall be applicable herein.

     

    The
      Issuer will pay interest on this Note at the rate per annum set forth above,
      on
      each Payment Date until the principal of this Note is paid or made available
      for
      payment, on the principal amount of this Note outstanding on the preceding
      Payment Date (after giving effect to all payments of principal made on the
      preceding Payment Date), subject to certain limitations contained in the last
      sentence of Section 3.01 of the Indenture. Interest on this Note will accrue
      for
      each Payment Date from and including the 15th
      day of
      the month preceding the month of such Payment Date (or, in the case of the
      first
      Payment Date, from the Closing Date) to but excluding the 15th
      day of
      the month of such Payment Date. Interest will be computed on the basis of a
      360-day year consisting of twelve 30-day months. Such principal of and interest
      on this Note shall be paid in the manner specified herein.

     

    
      
        

      

       

      
        	
                2

              	
                Denominations
                  of $1,000 and integral multiples of $1,000 in excess
                  thereof.

              


      

    

     

    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    

     

    The
      principal of and interest on this Note are payable in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts. All payments made by the Issuer with
      respect to this Note shall be applied first to interest due and payable on
      this
      Note as provided above and then to the unpaid principal of this
      Note.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Note shall not be
      entitled to any benefit under the Indenture, or be valid or obligatory for
      any
      purpose.

     

    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      [____]% Asset Backed Notes, Class A-2 (herein called the “Class A-2 Notes”), all
      issued under the Indenture, to which Indenture and all indentures supplemental
      thereto reference is hereby made for a statement of the respective rights and
      obligations thereunder of the Issuer, the Indenture Trustee and the Holders
      of
      the Notes. The Class A-2 Notes are subject to all terms of the
      Indenture.

     

    The
      Class
      A-2 Notes are and will be secured by the collateral pledged as security therefor
      as provided in the Indenture. The Class A-2 Notes are subordinated in right
      of
      payment to the Class A-1 Notes and are senior in right of payment to the Class
      A-3 Notes and the Class A-4 Notes, to the extent provided in the
      Indenture.

     

    Principal
      of the Class A-2 Notes will be payable on each Payment Date in an amount
      described on the face hereof. “Payment Date” means the 15th
      day of
      each month, or, if any such date is not a Business Day, the next succeeding
      Business Day, commencing July 15, 2008.

     

    As
      described above, the entire unpaid principal amount of this Note shall be due
      and payable on the earlier of the Class A-2 Maturity Date and the Redemption
      Date, if any, pursuant to Article X of the Indenture. Notwithstanding the
      foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders
      of Notes representing not less than a majority of the Outstanding Amount of
      the
      Notes may declare the Notes to be immediately due and payable in the manner
      provided in Section 5.02 of the Indenture. All principal payments on the Class
      A-2 Notes shall be made pro rata to the Class A-2 Noteholders entitled
      thereto.

     

    Payments
      of interest on this Note due and payable on each Payment Date, together with
      the
      installment of principal, if any, to the extent not in full payment of this
      Note, shall be made by check mailed to the Person whose name appears as the
      Registered Holder of this Note (or one or more Predecessor Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Notes registered on the Record Date in the name of the nominee of
      the
      Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
      made by wire transfer in immediately available funds to the account designated
      by such nominee. Such checks shall be mailed to the Person entitled thereto
      at
      the address of such Person as it appears on the Note Register as of the
      applicable Record Date without requiring that this Note be submitted for
      notation of payment. Any reduction in the principal amount of this Note (or
      any
      one or more Predecessor Notes) effected by any payments made on any Payment
      Date
      shall be binding upon all future Holders of this Note and of any Note issued
      upon the registration of transfer hereof or in exchange hereof or in lieu
      hereof, whether or not noted hereon. If funds are expected to be available,
      as
      provided in the Indenture, for payment in full of the then remaining unpaid
      principal amount of this Note on a Payment Date, then the Indenture Trustee,
      in
      the name of and on behalf of the Issuer, will notify the Person who was the
      Registered Holder hereof as of the Record Date preceding such Payment Date
      by
      notice mailed or transmitted by facsimile prior to such Payment Date, and the
      amount then due and payable shall be payable only upon presentation and
      surrender of this Note at the Indenture Trustee’s principal Corporate Trust
      Office or at the office of the Indenture Trustee’s agent appointed for such
      purposes located in The City of New York.

     

    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    

     

    The
      Issuer shall pay interest on overdue installments of interest at the Class
      A-2
      Rate to the extent lawful.

     

    As
      provided in the Indenture and subject to the limitations set forth therein
      and
      on the face hereof, the transfer of this Note may be registered on the Note
      Register upon surrender of this Note for registration of transfer at the office
      or agency designated by the Issuer pursuant to the Indenture, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney
      duly authorized in writing, with such signature guaranteed by an “eligible
      guarantor institution” meeting the requirements of the Note Registrar, which
      requirements include membership or participation in the Securities Transfer
      Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
      for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended, and thereupon one or more new Notes of authorized denominations and
      in
      the same aggregate principal amount will be issued to the designated transferee
      or transferees. No service charge will be charged for any registration of
      transfer or exchange of this Note, but the transferor may be required to pay
      a
      sum sufficient to cover any tax or other governmental charge that may be imposed
      in connection with any such registration of transfer or exchange subject to
      certain exceptions set forth in the Indenture.

     

    Each
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection therewith,
      against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee
      in its individual capacity, (ii) any owner of a beneficial interest in the
      Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent,
      officer, director or employee of the Seller, the Servicer, Indenture Trustee
      or
      the Owner Trustee in its individual capacity, any holder of a beneficial
      interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the
      Indenture Trustee or of any successor or assign of the Indenture Trustee or
      the
      Owner Trustee in its individual capacity, except as any such Person may have
      expressly agreed and except that any such partner, owner or beneficiary shall
      be
      fully liable, to the extent provided by applicable law, for any unpaid
      consideration for stock, unpaid capital contribution or failure to pay any
      installment or call owing to such entity. Each Noteholder or Note Owner, by
      its
      acceptance of a Note or, in the case of a Note Owner, a beneficial interest
      in a
      Note, agrees that, except as expressly provided in the Basic Documents, in
      the
      case of an Event of Default under the Indenture, the Noteholder shall have
      no
      claim against any of the foregoing for any deficiency, loss or claim therefrom;
      provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.

     

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

     

    Each
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees by accepting the
      benefits of the Indenture that such Noteholder or Note Owner will not at any
      time institute against the Issuer or the Depositor, or join in any institution
      against the Issuer or the Depositor of, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings under any United States
      federal or state bankruptcy or similar law in connection with any obligations
      relating to the Notes, the Indenture or the other Basic Documents.

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for purposes of federal and state income tax, franchise tax and any other
      tax measured in whole or in part by income, the Notes will be characterized
      as
      indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of
      a
      Note (and each Note Owner by acceptance of a beneficial interest in a Note),
      agrees to treat the Notes for such purposes as indebtedness.

     

    This
      Note, or any interest therein, may not be transferred to an “employee benefit
      plan” within the meaning of Section 3(3) of ERISA that is subject to ERISA, a
“plan” described in Section 4975(e)(1) of the Code, any entity that is deemed to
      hold “plan assets” of any of the foregoing by reason of an employee benefit
      plan’s or other plan’s investment in such entity, or any governmental, foreign
      or church plan subject to applicable law that is substantially similar to
      Section 406 of ERISA or Section 4975 of the Code, unless such transferee
      represents, warrants and covenants that its purchase and holding of this Note,
      throughout the period that it holds this Note is, and will be, eligible for
      relief under Section 408(b)(17) of ERISA; Department of Labor prohibited
      transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38;
      PTCE 84-14 or another applicable prohibited transaction exemption (or in the
      case of a governmental, foreign or church plan subject to law that is
      substantially similar to Section 406 of ERISA or Section 4975 of the Code,
      a similar type of exemption or other applicable relief). By its acquisition
      of
      this Note in book-entry form or any interest therein, each transferee will
      be
      deemed to have represented, warranted and covenanted that it satisfies the
      foregoing requirements and the Indenture Trustee may rely conclusively on the
      same for purposes hereof.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuer,
      the
      Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
      treat
      the Person in whose name this Note (as of the day of determination or as of
      such
      other date as may be specified in the Indenture) is registered as the owner
      hereof for all purposes, whether or not this Note be overdue, and none of the
      Issuer, the Indenture Trustee or any such agent shall be affected by notice
      to
      the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      rights of the Holders of the Notes under the Indenture at any time by the Issuer
      with the consent of the Holders of Notes representing a majority of the
      Outstanding Amount of all Notes at the time Outstanding. The Indenture also
      contains provisions permitting Holders of Notes representing specified
      percentages of the Outstanding Amount of the Notes, on behalf of the Holders
      of
      all the Notes, to waive compliance by the Issuer with certain provisions of
      the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the Holder of this Note (or any one or more
      Predecessor Notes) shall be conclusive and binding upon such Holder and upon
      all
      future Holders of this Note and of any Note issued upon the registration of
      transfer hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note. The Indenture also permits
      the
      Indenture Trustee to amend or waive certain terms and conditions set forth
      in
      the Indenture without the consent of Holders of the Notes issued
      thereunder.

     

    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    

     

    The
      term
“Issuer” as used in this Note includes any successor to the Issuer under the
      Indenture.

     

    The
      Notes
      are issuable only in registered form in denominations as provided in the
      Indenture, subject to certain limitations therein set forth.

     

    This
      Note
      and the Indenture shall be construed in accordance with the laws of the State
      of
      New York, without reference to its conflict of law provisions, and the
      obligations, rights and remedies of the parties hereunder and thereunder shall
      be determined in accordance with such laws. No reference herein to the Indenture
      and no provision of this Note or of the Indenture shall alter or impair the
      obligation of the Issuer, which is absolute and unconditional, to pay the
      principal of and interest on this Note at the times, place and rate, and in
      the
      coin or currency herein prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, none of Wilmington Trust Company in its individual capacity,
      Citibank, N.A. in its individual capacity, any owner of a beneficial interest
      in
      the Issuer, the Seller, the Servicer, or any of their respective partners,
      beneficiaries, agents, officers, directors, employees or successors or assigns
      shall be personally liable for, nor shall recourse be had to any of them for,
      the payment of principal of or interest on this Note or performance of, or
      omission to perform, any of the covenants, obligations or indemnifications
      contained in the Indenture. The Holder of this Note by its acceptance hereof
      agrees that, except as expressly provided in the Basic Documents, in the case
      of
      an Event of Default under the Indenture, the Holder shall have no claim against
      any of the foregoing for any deficiency, loss or claim therefrom; provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.

     

    
      
        
        

      

      
        A-2-5

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
      or
      in facsimile, by its Authorized Officer, as of the date set forth
      below.

    

      
        	
                Date:________________________

              	HYUNDAI
                AUTO RECEIVABLES TRUST 2008-A
	 	 
	 	
                By:

              	
                WILMINGTON
                  TRUST COMPANY,

              
	 	 	
                not
                  in its individual capacity

              
	 	 	
                but
                  solely as Owner Trustee

              
	 	 	
                under
                  the Trust Agreement

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Authorized
                  Signatory

              


      

    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes designated above and referred to in the within-mentioned
      Indenture.

    

      
        	
                Date:________________________

              	
                CITIBANK,
                  N.A.,

              
	 	
                not
                  in its individual capacity

              
	 	
                but
                  solely as Indenture Trustee

              
	 	 
	 	
                By:

              	 
	 	 	
                Authorized
                  Signatory

              


      

    

     

    
      
        
        

      

      
        A-2-6

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee:
      __________________ 

     

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

    _________________________________________________________________________________________________________________________________________

    (name
      and
      address of assignee)

     

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________________, attorney, to transfer said
      Note on the books kept for registration thereof, 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 Note in every particular, without
      alteration, enlargement or any change whatsoever. Such signature must be
      guaranteed by an “eligible guarantor institution” meeting the requirements of
      the Note Registrar, which requirements include membership or participation
      in
      STAMP or such other “signature guarantee program” as may be determined by the
      Note Registrar in addition to, or in substitution for, STAMP, all in accordance
      with the Securities Exchange Act of 1934, as amended.

    


    
      
        
        

      

      
        A-2-7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-3

     

    [FORM
      OF
      CLASS A-3 NOTE]

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR
      ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
      IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
      BE
      LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

    

      
        	
                REGISTERED

              	
                $__________(3)

              
	
                No.
                  R-________

              	
                CUSIP
                  NO. ___________

              


      

    

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A

     

    [____]%
      ASSET BACKED NOTE, CLASS A-3

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A, a statutory trust organized and existing under
      the laws of the State of Delaware (herein referred to as the “Issuer”), for
      value received, hereby promises to pay to Cede & Co. or registered assigns,
      the principal sum of ______________________________ DOLLARS, payable on each
      Payment Date in an amount equal to the aggregate amount, if any, payable from
      the Note Distribution Account in respect of principal on the Class A-3 Notes
      pursuant to Section 3.01 of the Indenture dated as of June 25, 2008 (the
“Indenture”), between the Issuer and Citibank, N.A., a national banking
      association, as Indenture Trustee (the “Indenture Trustee”); provided,
      however,
      that
      the entire unpaid principal amount of this Note shall be due and payable on
      the
      earlier of [________] (the “Class A-3 Maturity Date”) and the Redemption
      Date, if any, pursuant to Article X of the Indenture. Capitalized terms used
      but
      not defined herein are defined in the Indenture, which also contains rules
      as to
      construction that shall be applicable herein.

     

    The
      Issuer will pay interest on this Note at the rate per annum set forth above,
      on
      each Payment Date until the principal of this Note is paid or made available
      for
      payment, on the principal amount of this Note outstanding on the preceding
      Payment Date (after giving effect to all payments of principal made on the
      preceding Payment Date), subject to certain limitations contained in the last
      sentence of Section 3.01 of the Indenture. Interest on this Note will accrue
      for
      each Payment Date from and including the 15th
      day of
      the month preceding the month of such Payment Date (or, in the case of the
      first
      Payment Date, from the Closing Date) to but excluding the 15th
      day of
      the month of such Payment Date. Interest will be computed on the basis of a
      360-day year consisting of twelve 30-day months. Such principal of and interest
      on this Note shall be paid in the manner specified herein.

     

    
      

    

    
      	3	
              Denominations
                of $1,000 and integral multiples of $1,000 in excess
                thereof.

            


    

     

    
      
        
        

      

      
        A-3-1

        
          

        

      

      
        
        

      

    

     

    The
      principal of and interest on this Note are payable in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts. All payments made by the Issuer with
      respect to this Note shall be applied first to interest due and payable on
      this
      Note as provided above and then to the unpaid principal of this
      Note.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Note shall not be
      entitled to any benefit under the Indenture, or be valid or obligatory for
      any
      purpose.

     

    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      [____]% Asset Backed Notes, Class A-3 (herein called the “Class A-3 Notes”), all
      issued under the Indenture, to which Indenture and all indentures supplemental
      thereto reference is hereby made for a statement of the respective rights and
      obligations thereunder of the Issuer, the Indenture Trustee and the Holders
      of
      the Notes. The Class A-3 Notes are subject to all terms of the
      Indenture.

     

    The
      Class
      A-3 Notes are and will be secured by the collateral pledged as security therefor
      as provided in the Indenture. The Class A-3 Notes are subordinated in right
      of
      payment to the Class A-1 Notes and the Class A-2 Notes and are senior in right
      of payment to the Class A-4 Notes, to the extent provided in the
      Indenture.

     

    Principal
      of the Class A-3 Notes will be payable on each Payment Date in an amount
      described on the face hereof. “Payment Date” means the 15th
      day of
      each month, or, if any such date is not a Business Day, the next succeeding
      Business Day, commencing July 15, 2008.

     

    As
      described above, the entire unpaid principal amount of this Note shall be due
      and payable on the earlier of the Class A-3 Maturity Date and the Redemption
      Date, if any, pursuant to Article X of the Indenture. Notwithstanding the
      foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders
      of Notes representing not less than a majority of the Outstanding Amount of
      the
      Notes may declare the Notes to be immediately due and payable in the manner
      provided in Section 5.02 of the Indenture. All principal payments on the Class
      A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.
      

     

    Payments
      of interest on this Note due and payable on each Payment Date, together with
      the
      installment of principal, if any, to the extent not in full payment of this
      Note, shall be made by check mailed to the Person whose name appears as the
      Registered Holder of this Note (or one or more Predecessor Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Notes registered on the Record Date in the name of the nominee of
      the
      Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
      made by wire transfer in immediately available funds to the account designated
      by such nominee. Such checks shall be mailed to the Person entitled thereto
      at
      the address of such Person as it appears on the Note Register as of the
      applicable Record Date without requiring that this Note be submitted for
      notation of payment. Any reduction in the principal amount of this Note (or
      any
      one or more Predecessor Notes) effected by any payments made on any Payment
      Date
      shall be binding upon all future Holders of this Note and of any Note issued
      upon the registration of transfer hereof or in exchange hereof or in lieu
      hereof, whether or not noted hereon. If funds are expected to be available,
      as
      provided in the Indenture, for payment in full of the then remaining unpaid
      principal amount of this Note on a Payment Date, then the Indenture Trustee,
      in
      the name of and on behalf of the Issuer, will notify the Person who was the
      Registered Holder hereof as of the Record Date preceding such Payment Date
      by
      notice mailed or transmitted by facsimile prior to such Payment Date, and the
      amount then due and payable shall be payable only upon presentation and
      surrender of this Note at the Indenture Trustee’s principal Corporate Trust
      Office or at the office of the Indenture Trustee’s agent appointed for such
      purposes located in The City of New York.

     

    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    

     

    The
      Issuer shall pay interest on overdue installments of interest at the Class
      A-3
      Rate to the extent lawful.

     

    As
      provided in the Indenture and subject to the limitations set forth therein
      and
      on the face hereof, the transfer of this Note may be registered on the Note
      Register upon surrender of this Note for registration of transfer at the office
      or agency designated by the Issuer pursuant to the Indenture, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney
      duly authorized in writing, with such signature guaranteed by an “eligible
      guarantor institution” meeting the requirements of the Note Registrar, which
      requirements include membership or participation in the Securities Transfer
      Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
      for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended, and thereupon one or more new Notes of authorized denominations and
      in
      the same aggregate principal amount will be issued to the designated transferee
      or transferees. No service charge will be charged for any registration of
      transfer or exchange of this Note, but the transferor may be required to pay
      a
      sum sufficient to cover any tax or other governmental charge that may be imposed
      in connection with any such registration of transfer or exchange subject to
      certain exceptions set forth in the Indenture.

     

    Each
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection therewith,
      against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee
      in its individual capacity, (ii) any owner of a beneficial interest in the
      Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent,
      officer, director or employee of the Seller, the Servicer, Indenture Trustee
      or
      the Owner Trustee in its individual capacity, any holder of a beneficial
      interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the
      Indenture Trustee or of any successor or assign of the Indenture Trustee or
      the
      Owner Trustee in its individual capacity, except as any such Person may have
      expressly agreed and except that any such partner, owner or beneficiary shall
      be
      fully liable, to the extent provided by applicable law, for any unpaid
      consideration for stock, unpaid capital contribution or failure to pay any
      installment or call owing to such entity. Each Noteholder or Note Owner, by
      its
      acceptance of a Note or, in the case of a Note Owner, a beneficial interest
      in a
      Note, agrees that, except as expressly provided in the Basic Documents, in
      the
      case of an Event of Default under the Indenture, the Noteholder shall have
      no
      claim against any of the foregoing for any deficiency, loss or claim therefrom;
      provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.

     

    
      
        
        

      

      
        A-3-3

        
          

        

      

      
        
        

      

    

     

    Each
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees by accepting the
      benefits of the Indenture that such Noteholder or Note Owner will not at any
      time institute against the Issuer or the Depositor, or join in any institution
      against the Issuer or the Depositor of, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings under any United States
      federal or state bankruptcy or similar law in connection with any obligations
      relating to the Notes, the Indenture or the other Basic Documents.

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for purposes of federal and state income tax, franchise tax and any other
      tax measured in whole or in part by income, the Notes will be characterized
      as
      indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of
      a
      Note (and each Note Owner by acceptance of a beneficial interest in a Note),
      agrees to treat the Notes for such purposes as indebtedness.

     

    This
      Note, or any interest therein, may not be transferred to an “employee benefit
      plan” within the meaning of Section 3(3) of ERISA that is subject to ERISA, a
“plan” described in Section 4975(e)(1) of the Code, any entity that is deemed to
      hold “plan assets” of any of the foregoing by reason of an employee benefit
      plan’s or other plan’s investment in such entity, or any governmental, foreign
      or church plan subject to applicable law that is substantially similar to
      Section 406 of ERISA or Section 4975 of the Code, unless such transferee
      represents, warrants and covenants that its purchase and holding of this Note,
      throughout the period that it holds this Note is, and will be, eligible for
      relief under Section 408(b)(17) of ERISA; Department of Labor prohibited
      transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38;
      PTCE 84-14 or another applicable prohibited transaction exemption (or in the
      case of a governmental, foreign or church plan subject to law that is
      substantially similar to Section 406 of ERISA or Section 4975 of the Code,
      a similar type of exemption or other applicable relief). By its acquisition
      of
      this Note in book-entry form or any interest therein, each transferee will
      be
      deemed to have represented, warranted and covenanted that it satisfies the
      foregoing requirements and the Indenture Trustee may rely conclusively on the
      same for purposes hereof.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuer,
      the
      Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
      treat
      the Person in whose name this Note (as of the day of determination or as of
      such
      other date as may be specified in the Indenture) is registered as the owner
      hereof for all purposes, whether or not this Note be overdue, and none of the
      Issuer, the Indenture Trustee or any such agent shall be affected by notice
      to
      the contrary.

     

    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

    

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      rights of the Holders of the Notes under the Indenture at any time by the Issuer
      with the consent of the Holders of Notes representing a majority of the
      Outstanding Amount of all Notes at the time Outstanding. The Indenture also
      contains provisions permitting Holders of Notes representing specified
      percentages of the Outstanding Amount of the Notes, on behalf of the Holders
      of
      all the Notes, to waive compliance by the Issuer with certain provisions of
      the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the Holder of this Note (or any one or more
      Predecessor Notes) shall be conclusive and binding upon such Holder and upon
      all
      future Holders of this Note and of any Note issued upon the registration of
      transfer hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note. The Indenture also permits
      the
      Indenture Trustee to amend or waive certain terms and conditions set forth
      in
      the Indenture without the consent of Holders of the Notes issued
      thereunder.

     

    The
      term
“Issuer” as used in this Note includes any successor to the Issuer under the
      Indenture.

     

    The
      Notes
      are issuable only in registered form in denominations as provided in the
      Indenture, subject to certain limitations therein set forth.

     

    This
      Note
      and the Indenture shall be construed in accordance with the laws of the State
      of
      New York, without reference to its conflict of law provisions, and the
      obligations, rights and remedies of the parties hereunder and thereunder shall
      be determined in accordance with such laws.

     

    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall alter or impair the obligation of the Issuer, which is absolute
      and unconditional, to pay the principal of and interest on this Note at the
      times, place and rate, and in the coin or currency herein
      prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, none of Wilmington Trust Company in its individual capacity,
      Citibank, N.A. in its individual capacity, any owner of a beneficial interest
      in
      the Issuer, the Seller, the Servicer, or any of their respective partners,
      beneficiaries, agents, officers, directors, employees or successors or assigns
      shall be personally liable for, nor shall recourse be had to any of them for,
      the payment of principal of or interest on this Note or performance of, or
      omission to perform, any of the covenants, obligations or indemnifications
      contained in the Indenture. The Holder of this Note by its acceptance hereof
      agrees that, except as expressly provided in the Basic Documents, in the case
      of
      an Event of Default under the Indenture, the Holder shall have no claim against
      any of the foregoing for any deficiency, loss or claim therefrom; provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.


    
      
        
        

      

      
        A-3-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
      or
      in facsimile, by its Authorized Officer, as of the date set forth
      below.

     

    
      	
              Date:
                ___________________

            	 	
              HYUNDAI
                AUTO RECEIVABLES TRUST 2008-A

            
	 	 	 
	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY,

            
	 	 	 	
              not
                in its individual capacity

            
	 	 	 	
              but
                solely as Owner Trustee

            
	 	 	 	
              under
                the Trust Agreement

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Authorized
                Signatory

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes designated above and referred to in the within-mentioned
      Indenture.

     

    
      	
              Date:
                ___________________

            	 	
              CITIBANK,
                N.A.,

            
	
               

            	 	
              not
                in its individual capacity 

            
	
               

            	 	
              but
                solely as Indenture Trustee 

            
	 	 	 
	
               

            	
              By: 

            	 
	 	 	
              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        A-3-6

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee:
      __________________ 

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto:
      __________________________________________________________________________
       (name
      and
      address of assignee)

     

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________________, attorney, to transfer said
      Note on the books kept for registration thereof, 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 Note in every particular, without
      alteration, enlargement or any change whatsoever. Such signature must be
      guaranteed by an “eligible guarantor institution” meeting the requirements of
      the Note Registrar, which requirements include membership or participation
      in
      STAMP or such other “signature guarantee program” as may be determined by the
      Note Registrar in addition to, or in substitution for, STAMP, all in accordance
      with the Securities Exchange Act of 1934, as amended.



    
      
        
          
          

        

        
          A-3-7

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      A-4

     

    [FORM
      OF
      CLASS A-4 NOTE]

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR
      ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
      IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
      BE
      LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


    
      

        
          	
                  REGISTERED
                    

                  No.
                    R-________

                	
                  $__________(4)

                  CUSIP
                    NO. ___________

                


        

      

    

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A

     

    [____]%
      ASSET BACKED NOTE, CLASS A-4

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A, a statutory trust organized and existing under
      the laws of the State of Delaware (herein referred to as the “Issuer”),
      for
      value received, hereby promises to pay to Cede & Co., or registered assigns,
      the principal sum of __________________________________ DOLLARS, payable on
      each
      Payment Date in an amount equal to the aggregate amount, if any, payable from
      the Note Distribution Account in respect of principal on the Class A-4 Notes
      pursuant to Section 3.01 of the Indenture dated as of June 25, 2008 (the
“Indenture”),
      between the Issuer and Citibank, N.A., a national banking association, as
      Indenture Trustee (the “Indenture
      Trustee”);
      provided,
      however,
      that
      the entire unpaid principal amount of this Note shall be due and payable on
      the
      earlier of [________] (the “Class
      A-4 Maturity Date”)
      and
      the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized
      terms used but not defined herein are defined in the Indenture, which also
      contains rules as to construction that shall be applicable herein.

     

    The
      Issuer will pay interest on this Note at the rate per annum set forth above,
      on
      each Payment Date until the principal of this Note is paid or made available
      for
      payment, on the principal amount of this Note outstanding on the preceding
      Payment Date (after giving effect to all payments of principal made on the
      preceding Payment Date), subject to certain limitations contained in the last
      sentence of Section 3.01 of the Indenture. Interest on this Note will accrue
      for
      each Payment Date from and including the 15th
      day of
      the month preceding the month of such Payment
      Date (or, in the case of the first Payment Date, from the Closing Date) to
      but
      excluding the 15th
      day of
      the month of such Payment Date. Interest will be computed on the basis of a
      360-day year consisting of twelve 30-day months. Such principal of and interest
      on this Note shall be paid in the manner specified herein.

    _____________________

      
        	4	
                Denominations
                  of $1,000 and integral multiples of $1,000 in excess
                  thereof.

              


      

    


    
      
        
        

      

      
        A-4-1

        
          

        

      

      
        
        

      

    

     

    The
      principal of and interest on this Note are payable in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts. All payments made by the Issuer with
      respect to this Note shall be applied first to interest due and payable on
      this
      Note as provided above and then to the unpaid principal of this
      Note.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Note shall not be
      entitled to any benefit under the Indenture, or be valid or obligatory for
      any
      purpose.

     

    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      [____]% Asset Backed Notes, Class A-4 (herein called the “Class A-4 Notes”), all
      issued under the Indenture, to which Indenture and all indentures supplemental
      thereto reference is hereby made for a statement of the respective rights and
      obligations thereunder of the Issuer, the Indenture Trustee and the Holders
      of
      the Notes. The Class A-4 Notes are subject to all terms of the
      Indenture.

     

    The
      Class
      A-4 Notes are and will be secured by the collateral pledged as security therefor
      as provided in the Indenture. The Class A-4 Notes are subordinated in right
      of
      payment to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes
      to
      the extent provided in the Indenture.

     

    Principal
      of the Class A-4 Notes will be payable on each Payment Date in an amount
      described on the face hereof. “Payment Date” means the 15th
      day of
      each month, or, if any such date is not a Business Day, the next succeeding
      Business Day, commencing July 15, 2008.

     

    As
      described above, the entire unpaid principal amount of this Note shall be due
      and payable on the earlier of the Class A-4 Maturity Date and the Redemption
      Date, if any, pursuant to Article X of the Indenture. Notwithstanding the
      foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders
      of Notes representing not less than a majority of the Outstanding Amount of
      the
      Notes may declare the Notes to be immediately due and payable in the manner
      provided in Section 5.02 of the Indenture. All principal payments on the Class
      A-4 Notes shall be made pro rata to the Class A-4 Noteholders entitled
      thereto.

     

    Payments
      of interest on this Note due and payable on each Payment Date, together with
      the
      installment of principal, if any, to the extent not in full payment of this
      Note, shall be made by check mailed to the Person whose name appears as the
      Registered Holder of this Note (or one or more Predecessor Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Notes registered on the Record Date in the name of the nominee of
      the
      Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
      made by wire transfer in immediately available funds to the account designated
      by such nominee. Such checks shall be mailed to the Person entitled thereto
      at
      the address of such Person as it appears on the Note Register as of the
      applicable Record Date without requiring that this Note be submitted for
      notation of payment. Any reduction in the principal amount of this Note (or
      any
one
      or more Predecessor Notes) effected by any payments made on any Payment Date
      shall be binding upon all future Holders of this Note and of any Note issued
      upon the registration of transfer hereof or in exchange hereof or in lieu
      hereof, whether or not noted hereon. If funds are expected to be available,
      as
      provided in the Indenture, for payment in full of the then remaining unpaid
      principal amount of this Note on a Payment Date, then the Indenture Trustee,
      in
      the name of and on behalf of the Issuer, will notify the Person who was the
      Registered Holder hereof as of the Record Date preceding such Payment Date
      by
      notice mailed or transmitted by facsimile prior to such Payment Date, and the
      amount then due and payable shall be payable only upon presentation and
      surrender of this Note at the Indenture Trustee’s principal Corporate Trust
      Office or at the office of the Indenture Trustee’s agent appointed for such
      purposes located in The City of New York.


    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

    

     

    The
      Issuer shall pay interest on overdue installments of interest at the Class
      A-4
      Rate to the extent lawful.

     

    As
      provided in the Indenture and subject to the limitations set forth therein
      and
      on the face hereof, the transfer of this Note may be registered on the Note
      Register upon surrender of this Note for registration of transfer at the office
      or agency designated by the Issuer pursuant to the Indenture, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney
      duly authorized in writing, with such signature guaranteed by an “eligible
      guarantor institution” meeting the requirements of the Note Registrar, which
      requirements include membership or participation in the Securities Transfer
      Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
      for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended, and thereupon one or more new Notes of authorized denominations and
      in
      the same aggregate principal amount will be issued to the designated transferee
      or transferees. No service charge will be charged for any registration of
      transfer or exchange of this Note, but the transferor may be required to pay
      a
      sum sufficient to cover any tax or other governmental charge that may be imposed
      in connection with any such registration of transfer or exchange subject to
      certain exceptions set forth in the Indenture.

     

    Each
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection therewith,
      against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee
      in its individual capacity, (ii) any owner of a beneficial interest in the
      Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent,
      officer, director or employee of the Seller, the Servicer, Indenture Trustee
      or
      the Owner Trustee in its individual capacity, any holder of a beneficial
      interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the
      Indenture Trustee or of any successor or assign of the Indenture Trustee or
      the
      Owner Trustee in its individual capacity, except as any such Person may have
      expressly agreed and except that any such partner, owner or beneficiary shall
      be
      fully liable, to the extent provided by applicable law, for any unpaid
      consideration for stock, unpaid capital contribution or failure to pay any
      installment or call owing to such entity. Each Noteholder or Note Owner, by
      its
      acceptance of a Note or, in the case of a Note Owner, a beneficial interest
      in a
      Note, agrees that, except as expressly provided in the Basic Documents, in
      the
      case of an Event of Default under the Indenture,
      the Noteholder shall have no claim against any of the foregoing for any
      deficiency, loss or claim therefrom; provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.


    
      
        
        

      

      
        A-4-3

        
          

        

      

      
        
        

      

    

     

    Each
      Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees by accepting the
      benefits of the Indenture that such Noteholder or Note Owner will not at any
      time institute against the Issuer or the Depositor, or join in any institution
      against the Issuer or the Depositor of, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings under any United States
      federal or state bankruptcy or similar law in connection with any obligations
      relating to the Notes, the Indenture or the other Basic Documents.

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for purposes of federal and state income tax, franchise tax and any other
      tax measured in whole or in part by income, the Notes will be characterized
      as
      indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of
      a
      Note (and each Note Owner by acceptance of a beneficial interest in a Note),
      agrees to treat the Notes for such purposes as indebtedness.

     

    This
      Note, or any interest therein, may not be transferred to an “employee benefit
      plan” within the meaning of Section 3(3) of ERISA that is subject to ERISA, a
“plan” described in Section 4975(e)(1) of the Code, any entity that is deemed to
      hold “plan assets” of any of the foregoing by reason of an employee benefit
      plan’s or other plan’s investment in such entity, or any governmental, foreign
      or church plan subject to applicable law that is substantially similar to
      Section 406 of ERISA or Section 4975 of the Code, unless such transferee
      represents, warrants and covenants that its purchase and holding of this Note,
      throughout the period that it holds this Note is, and will be, eligible for
      relief under Section 408(b)(17) of ERISA; Department of Labor prohibited
      transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38;
      PTCE 84-14 or another applicable prohibited transaction exemption (or in the
      case of a governmental, foreign or church plan subject to law that is
      substantially similar to Section 406 of ERISA or Section 4975 of the Code,
      a similar type of exemption or other applicable relief). By its acquisition
      of
      this Note in book-entry form or any interest therein, each transferee will
      be
      deemed to have represented, warranted and covenanted that it satisfies the
      foregoing requirements and the Indenture Trustee may rely conclusively on the
      same for purposes hereof.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuer,
      the
      Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
      treat
      the Person in whose name this Note (as of the day of determination or as of
      such
      other date as may be specified in the Indenture) is registered as the owner
      hereof for all purposes, whether or not this Note be overdue, and none of the
      Issuer, the Indenture Trustee or any such agent shall be affected by notice
      to
      the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      rights of the Holders of the Notes under the Indenture at any time by the Issuer
      with the consent of the Holders of Notes representing a majority of the
      Outstanding Amount of all Notes at the time Outstanding. The Indenture also
      contains provisions permitting Holders of Notes representing specified
      percentages of the Outstanding Amount of the Notes, on behalf of the Holders
      of
      all the Notes, to waive compliance by the Issuer with certain provisions of
      the
      Indenture and certain past
      defaults under the Indenture and their consequences. Any such consent or waiver
      by the Holder of this Note (or any one or more Predecessor Notes) shall be
      conclusive and binding upon such Holder and upon all future Holders of this
      Note
      and of any Note issued upon the registration of transfer hereof or in exchange
      hereof or in lieu hereof whether or not notation of such consent or waiver
      is
      made upon this Note. The Indenture also permits the Indenture Trustee to amend
      or waive certain terms and conditions set forth in the Indenture without the
      consent of Holders of the Notes issued thereunder.


    
      
        
        

      

      
        A-4-4

        
          

        

      

      
        
        

      

    

     

    The
      term
“Issuer” as used in this Note includes any successor to the Issuer under the
      Indenture.

     

    The
      Notes
      are issuable only in registered form in denominations as provided in the
      Indenture, subject to certain limitations therein set forth.

     

    This
      Note
      and the Indenture shall be construed in accordance with the laws of the State
      of
      New York, without reference to its conflict of law provisions, and the
      obligations, rights and remedies of the parties hereunder and thereunder shall
      be determined in accordance with such laws. No reference herein to the Indenture
      and no provision of this Note or of the Indenture shall alter or impair the
      obligation of the Issuer, which is absolute and unconditional, to pay the
      principal of and interest on this Note at the times, place and rate, and in
      the
      coin or currency herein prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, none of Wilmington Trust Company in its individual capacity,
      Citibank, N.A. in its individual capacity, any owner of a beneficial interest
      in
      the Issuer, the Seller, the Servicer, or any of their respective partners,
      beneficiaries, agents, officers, directors, employees or successors or assigns
      shall be personally liable for, nor shall recourse be had to any of them for,
      the payment of principal of or interest on this Note or performance of, or
      omission to perform, any of the covenants, obligations or indemnifications
      contained in the Indenture. The Holder of this Note by its acceptance hereof
      agrees that, except as expressly provided in the Basic Documents, in the case
      of
      an Event of Default under the Indenture, the Holder shall have no claim against
      any of the foregoing for any deficiency, loss or claim therefrom; provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.


    
      
        
        

      

      
        A-4-5

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
      or
      in facsimile, by its Authorized Officer, as of the date set forth
      below.

     

    
      	
              Date:
                ___________________

            	 	
              HYUNDAI
                AUTO RECEIVABLES TRUST 2008-A

            
	 	 	 	 
	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY,

            
	 	 	 	
              not
                in its individual capacity

            
	 	 	 	
              but
                solely as Owner Trustee

            
	 	 	 	
              under
                the Trust Agreement

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Authorized
                Signatory

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes designated above and referred to in the within-mentioned
      Indenture.

     

    
      	
              Date:
                ___________________

            	 	
              CITIBANK,
                N.A.,

            
	 	 	
              not
                in its individual capacity

            
	 	 	
              but
                solely as Indenture Trustee

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        A-4-6

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee:
      __________________ 

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto:
      __________________________________________________________________________
       (name
      and
      address of assignee)

     

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________________, attorney, to transfer said
      Note on the books kept for registration thereof, 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 Note in every particular, without
      alteration, enlargement or any change whatsoever. Such signature must be
      guaranteed by an “eligible guarantor institution” meeting the requirements of
      the Note Registrar, which requirements include membership or participation
      in
      STAMP or such other “signature guarantee program” as may be determined by the
      Note Registrar in addition to, or in substitution for, STAMP, all in accordance
      with the Securities Exchange Act of 1934, as amended.


    
      
        
        

      

      
        A-4-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF
      NOTE DEPOSITORY AGREEMENT

     

    (Letter
      of Representations)



    
      
        
        

      

      
        B-1