Unassociated Document


    EXHIBIT
4.1

     

    INDENTURE

     

     

     

    between

     

     

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_],

    as
Issuer

     

     

     

    and

     

     

     

    [                          ],

    as
Indenture Trustee

     

     

     

    Dated as
of [            ],
20[__]


    
      
        20[__]-[
] Indenture)

         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	 
      	 
      	 
      	 
      	
                                                                                                              Page

                                                                                                            
	 	 	 	 	 
	
                                                                                                              ARTICLE
      I.

                                                                                                            	
                                                                                                              DEFINITIONS
      AND INCORPORATION BY REFERENCE

                                                                                                            	
                                                                                                              2

                                                                                                            
	 	 	 	 	 
	 
      	
                                                                                                              Section
      1.01

                                                                                                            	
                                                                                                              Definition

                                                                                                            	
                                                                                                              2

                                                                                                            
	 
      	
                                                                                                              Section
      1.02

                                                                                                            	
                                                                                                              Rules
      of Construction

                                                                                                            	
                                                                                                              11

                                                                                                            
	 
      	
                                                                                                              Section
      1.03

                                                                                                            	
                                                                                                              Incorporation
      by Reference of Trust Indenture Act

                                                                                                            	
                                                                                                              12

                                                                                                            
	 	 	 
	
                                                                                                              ARTICLE
      II.

                                                                                                            	
                                                                                                              THE
      NOTES

                                                                                                            	
                                                                                                              12

                                                                                                            
	 	 	 
	 
      	
                                                                                                              Section
      2.01

                                                                                                            	
                                                                                                              Form

                                                                                                            	
                                                                                                              12

                                                                                                            
	 
      	
                                                                                                              Section
      2.02

                                                                                                            	
                                                                                                              Execution,
      Authentication and Delivery

                                                                                                            	
                                                                                                              13

                                                                                                            
	 
      	
                                                                                                              Section
      2.03

                                                                                                            	
                                                                                                              Temporary
      Notes

                                                                                                            	
                                                                                                              13

                                                                                                            
	 
      	
                                                                                                              Section
      2.04

                                                                                                            	
                                                                                                              Registration;
      Registration of Transfer and Exchange

                                                                                                            	
                                                                                                              14

                                                                                                            
	 
      	
                                                                                                              Section
      2.05

                                                                                                            	
                                                                                                              [Reserved]

                                                                                                            	
                                                                                                              15

                                                                                                            
	 
      	
                                                                                                              Section
      2.06

                                                                                                            	
                                                                                                              Mutilated,
      Destroyed, Lost or Stolen Notes

                                                                                                            	
                                                                                                              15

                                                                                                            
	 
      	
                                                                                                              Section
      2.07

                                                                                                            	
                                                                                                              Persons
      Deemed Owners

                                                                                                            	
                                                                                                              16

                                                                                                            
	 
      	
                                                                                                              Section
      2.08

                                                                                                            	
                                                                                                              Payment
      of Principal and Interest; Defaulted Interest

                                                                                                            	
                                                                                                              16

                                                                                                            
	 
      	
                                                                                                              Section
      2.09

                                                                                                            	
                                                                                                              Cancellation

                                                                                                            	
                                                                                                              17

                                                                                                            
	 
      	
                                                                                                              Section
      2.10

                                                                                                            	
                                                                                                              Book-Entry
      Notes

                                                                                                            	
                                                                                                              17

                                                                                                            
	 
      	
                                                                                                              Section
      2.11

                                                                                                            	
                                                                                                              Notices
      to Clearing Agency

                                                                                                            	
                                                                                                              18

                                                                                                            
	 
      	
                                                                                                              Section
      2.12

                                                                                                            	
                                                                                                              Definitive
      Notes

                                                                                                            	
                                                                                                              18

                                                                                                            
	 
      	
                                                                                                              Section
      2.13

                                                                                                            	
                                                                                                              Tax
      Treatment

                                                                                                            	
                                                                                                              19

                                                                                                            
	 	 	 
	
                                                                                                              ARTICLE
      III.

                                                                                                            	
                                                                                                              COVENANTS

                                                                                                            	
                                                                                                              19

                                                                                                            
	 	 	 
	 
      	
                                                                                                              Section
      3.01

                                                                                                            	
                                                                                                              Payment
      of Principal and Interest

                                                                                                            	
                                                                                                              19

                                                                                                            
	 
      	
                                                                                                              Section
      3.02

                                                                                                            	
                                                                                                              Maintenance
      of Office or Agency

                                                                                                            	
                                                                                                              19

                                                                                                            
	 
      	
                                                                                                              Section
      3.03

                                                                                                            	
                                                                                                              Money
      for Payments To Be Held in Trust

                                                                                                            	
                                                                                                              19

                                                                                                            
	 
      	
                                                                                                              Section
      3.04

                                                                                                            	
                                                                                                              Existence

                                                                                                            	
                                                                                                              21

                                                                                                            
	 
      	
                                                                                                              Section
      3.05

                                                                                                            	
                                                                                                              Protection
      of Trust Estate

                                                                                                            	
                                                                                                              21

                                                                                                            
	 
      	
                                                                                                              Section
      3.06

                                                                                                            	
                                                                                                              Opinions
      as to Trust Estate

                                                                                                            	
                                                                                                              21

                                                                                                            
	 
      	
                                                                                                              Section
      3.07

                                                                                                            	
                                                                                                              Performance
      of Obligations; Servicing of Receivables

                                                                                                            	
                                                                                                              22

                                                                                                            
	 
      	
                                                                                                              Section
      3.08

                                                                                                            	
                                                                                                              Negative
      Covenants

                                                                                                            	
                                                                                                              23

                                                                                                            
	 
      	
                                                                                                              Section
      3.09

                                                                                                            	
                                                                                                              Annual
      Statement as to Compliance

                                                                                                            	
                                                                                                              24

                                                                                                            
	 
      	
                                                                                                              Section
      3.10

                                                                                                            	
                                                                                                              Issuer
      May Consolidate, etc., Only on Certain Terms

                                                                                                            	
                                                                                                              24

                                                                                                            
	 
      	
                                                                                                              Section
      3.11

                                                                                                            	
                                                                                                              Successor
      or Transferee

                                                                                                            	
                                                                                                              26

                                                                                                            
	 
      	
                                                                                                              Section
      3.12

                                                                                                            	
                                                                                                              No
      Other Business

                                                                                                            	
                                                                                                              26

                                                                                                            
	 
      	
                                                                                                              Section
      3.13

                                                                                                            	
                                                                                                              No
      Borrowing

                                                                                                            	
                                                                                                              26

                                                                                                            
	 
      	
                                                                                                              Section
      3.14

                                                                                                            	
                                                                                                              Compliance
      with Regulation AB

                                                                                                            	
                                                                                                              26

                                                                                                            
	 
      	
                                                                                                              Section
      3.15

                                                                                                            	
                                                                                                              Guarantees,
      Loans, Advances and Other Liabilities

                                                                                                            	
                                                                                                              26

                                                                                                            
	 
      	
                                                                                                              Section
      3.16

                                                                                                            	
                                                                                                              Capital
      Expenditures

                                                                                                            	
                                                                                                              26

                                                                                                            
	 
      	
                                                                                                              Section
      3.17

                                                                                                            	
                                                                                                              Removal
      of Administrator

                                                                                                            	
                                                                                                              26

                                                                                                            
	 
      	
                                                                                                              Section
      3.18

                                                                                                            	
                                                                                                              Restricted
      Payments

                                                                                                            	
                                                                                                              27

                                                                                                            
	 
      	
                                                                                                              Section
      3.19

                                                                                                            	
                                                                                                              Notice
      of Events of Default

                                                                                                            	
                                                                                                              27

                                                                                                            
	 
      	
                                                                                                              Section
      3.20

                                                                                                            	
                                                                                                              Further
      Instruments and Acts

                                                                                                            	
                                                                                                              27

                                                                                                            


                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  	 
      	 
      	
                                                                                          Page

                                                                                        
	 
      	 
      	 
      
	
                                                                                          ARTICLE
      IV.

                                                                                        	
                                                                                          SATISFACTION
      AND DISCHARGE

                                                                                        	
                                                                                          27

                                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                          Section
      4.01

                                                                                        	
                                                                                          Satisfaction
      and Discharge of Indenture

                                                                                        	
                                                                                          27

                                                                                        
	 
      	
                                                                                          Section
      4.02

                                                                                        	
                                                                                          Application
      of Trust Money

                                                                                        	
                                                                                          28

                                                                                        
	 
      	
                                                                                          Section
      4.03

                                                                                        	
                                                                                          Repayment
      of Moneys Held by Paying Agent

                                                                                        	
                                                                                          28

                                                                                        
	 
      	
                                                                                          Section
      4.04

                                                                                        	
                                                                                          Release
      of Collateral

                                                                                        	
                                                                                          29

                                                                                        
	 
      	 
      	 
      
	
                                                                                          ARTICLE
      V.

                                                                                        	
                                                                                          REMEDIES

                                                                                        	
                                                                                          29

                                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                          Section
      5.01

                                                                                        	
                                                                                          Events
      of Default

                                                                                        	
                                                                                          29

                                                                                        
	 
      	
                                                                                          Section
      5.02

                                                                                        	
                                                                                          Acceleration
      of Maturity; Rescission and Annulment

                                                                                        	
                                                                                          30

                                                                                        
	 
      	
                                                                                          Section
      5.03

                                                                                        	
                                                                                          Collection
      of Indebtedness and Suits for Enforcement by Indenture
    Trustee

                                                                                        	
                                                                                          31

                                                                                        
	 
      	
                                                                                          Section
      5.04

                                                                                        	
                                                                                          Remedies;
      Priorities

                                                                                        	
                                                                                          33

                                                                                        
	 
      	
                                                                                          Section
      5.05

                                                                                        	
                                                                                          Optional
      Preservation of the Receivables

                                                                                        	
                                                                                          36

                                                                                        
	 
      	
                                                                                          Section
      5.06

                                                                                        	
                                                                                          Limitation
      of Suits

                                                                                        	
                                                                                          36

                                                                                        
	 
      	
                                                                                          Section
      5.07

                                                                                        	
                                                                                          Unconditional
      Rights of Noteholders To Receive Principal and Interest

                                                                                        	
                                                                                          37

                                                                                        
	 
      	
                                                                                          Section
      5.08

                                                                                        	
                                                                                          Restoration
      of Rights and Remedies

                                                                                        	
                                                                                          37

                                                                                        
	 
      	
                                                                                          Section
      5.09

                                                                                        	
                                                                                          Rights
      and Remedies Cumulative

                                                                                        	
                                                                                          37

                                                                                        
	 
      	
                                                                                          Section
      5.10

                                                                                        	
                                                                                          Delay
      or Omission Not a Waiver

                                                                                        	
                                                                                          37

                                                                                        
	 
      	
                                                                                          Section
      5.11

                                                                                        	
                                                                                          Control
      by the Controlling Class of Noteholders

                                                                                        	
                                                                                          37

                                                                                        
	 
      	
                                                                                          Section
      5.12

                                                                                        	
                                                                                          Waiver
      of Past Defaults

                                                                                        	
                                                                                          38

                                                                                        
	 
      	
                                                                                          Section
      5.13

                                                                                        	
                                                                                          Undertaking
      for Costs

                                                                                        	
                                                                                          38

                                                                                        
	 
      	
                                                                                          Section
      5.14

                                                                                        	
                                                                                          Waiver
      of Stay or Extension Laws

                                                                                        	
                                                                                          39

                                                                                        
	 
      	
                                                                                          Section
      5.15

                                                                                        	
                                                                                          Action
      on Notes

                                                                                        	
                                                                                          39

                                                                                        
	 
      	
                                                                                          Section
      5.16

                                                                                        	
                                                                                          Performance
      and Enforcement of Certain Obligations

                                                                                        	
                                                                                          39

                                                                                        
	 
      	 
      	 
      
	
                                                                                          ARTICLE
      VI.

                                                                                        	
                                                                                          THE
      INDENTURE TRUSTEE

                                                                                        	
                                                                                          40

                                                                                        
	 	 	 
	 
      	
                                                                                          Section
      6.01

                                                                                        	
                                                                                          Duties
      of Indenture Trustee

                                                                                        	
                                                                                          40

                                                                                        
	 
      	
                                                                                          Section
      6.02

                                                                                        	
                                                                                          Rights
      of Indenture Trustee

                                                                                        	
                                                                                          41

                                                                                        
	 
      	
                                                                                          Section
      6.03

                                                                                        	
                                                                                          Individual
      Rights of Indenture Trustee

                                                                                        	
                                                                                          41

                                                                                        
	 
      	
                                                                                          Section
      6.04

                                                                                        	
                                                                                          Indenture
      Trustee’s Disclaimer

                                                                                        	
                                                                                          43

                                                                                        
	 
      	
                                                                                          Section
      6.05

                                                                                        	
                                                                                          Notice
      of Defaults

                                                                                        	
                                                                                          43

                                                                                        
	 
      	
                                                                                          Section
      6.06

                                                                                        	
                                                                                          Reports
      by Indenture Trustee to Holders

                                                                                        	
                                                                                          43

                                                                                        
	 
      	
                                                                                          Section
      6.07

                                                                                        	
                                                                                          Compensation
      and Indemnity

                                                                                        	
                                                                                          43

                                                                                        
	 
      	
                                                                                          Section
      6.08

                                                                                        	
                                                                                          Replacement
      of Indenture Trustee

                                                                                        	
                                                                                          44

                                                                                        
	 
      	
                                                                                          Section
      6.09

                                                                                        	
                                                                                          Successor
      Indenture Trustee by Merger

                                                                                        	
                                                                                          45

                                                                                        
	 
      	
                                                                                          Section
      6.10

                                                                                        	
                                                                                          Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee

                                                                                        	
                                                                                          45

                                                                                        
	 
      	
                                                                                          Section
      6.11

                                                                                        	
                                                                                          Eligibility;
      Disqualification

                                                                                        	
                                                                                          46

                                                                                        
	 
      	
                                                                                          Section
      6.12

                                                                                        	
                                                                                          [Reserved]

                                                                                        	
                                                                                          46

                                                                                        
	 
      	
                                                                                          Section
      6.13

                                                                                        	
                                                                                          Preferential
      Collection of Claims Against Issuer

                                                                                        	
                                                                                          46

                                                                                        
	 
      	
                                                                                          Section
      6.14

                                                                                        	
                                                                                          Waiver
      of Setoffs

                                                                                        	
                                                                                          46

                                                                                        


                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	 
      	 
      	 
      	 
      	
                                                                                                Page

                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                ARTICLE
      VII.

                                                                                              	
                                                                                                NOTEHOLDERS’
      LISTS AND REPORTS

                                                                                              	
                                                                                                47

                                                                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                Section
      7.01

                                                                                              	
                                                                                                Note
      Registrar To Furnish Names and Address of Noteholders

                                                                                              	
                                                                                                47

                                                                                              
	 
      	
                                                                                                Section
      7.02

                                                                                              	
                                                                                                Preservation
      of Information; Communications to Noteholders

                                                                                              	
                                                                                                47

                                                                                              
	 
      	
                                                                                                Section
      7.03

                                                                                              	
                                                                                                Reports
      by Issuer

                                                                                              	
                                                                                                48

                                                                                              
	 
      	
                                                                                                Section
      7.04

                                                                                              	
                                                                                                Reports
      by Indenture Trustee

                                                                                              	
                                                                                                48

                                                                                              
	 
      	 
      	 
      
	
                                                                                                ARTICLE
      VIII.

                                                                                              	
                                                                                                ACCOUNTS,
      DISBURSEMENTS AND RELEASES

                                                                                              	
                                                                                                48

                                                                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                Section
      8.01

                                                                                              	
                                                                                                Collection
      of Money

                                                                                              	
                                                                                                48

                                                                                              
	 
      	
                                                                                                Section
      8.02

                                                                                              	
                                                                                                Trust
      Accounts

                                                                                              	
                                                                                                49

                                                                                              
	 
      	
                                                                                                Section
      8.03

                                                                                              	
                                                                                                General
      Provisions Regarding Accounts

                                                                                              	
                                                                                                51

                                                                                              
	 
      	
                                                                                                Section
      8.04

                                                                                              	
                                                                                                Release
      of Trust Estate

                                                                                              	
                                                                                                51

                                                                                              
	 
      	
                                                                                                Section
      8.05

                                                                                              	
                                                                                                Opinion
      of Counsel

                                                                                              	
                                                                                                52

                                                                                              
	 
      	 
      	 
      
	
                                                                                                ARTICLE
      IX.

                                                                                              	
                                                                                                SUPPLEMENTAL
      INDENTURES

                                                                                              	
                                                                                                52

                                                                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                Section
      9.01

                                                                                              	
                                                                                                Supplemental
      Indentures Without Consent of Noteholders

                                                                                              	
                                                                                                52

                                                                                              
	 
      	
                                                                                                Section
      9.02

                                                                                              	
                                                                                                Supplemental
      Indentures with Consent of Noteholders

                                                                                              	
                                                                                                53

                                                                                              
	 
      	
                                                                                                Section
      9.03

                                                                                              	
                                                                                                Execution
      of Supplemental Indentures

                                                                                              	
                                                                                                55

                                                                                              
	 
      	
                                                                                                Section
      9.04

                                                                                              	
                                                                                                Effect
      of Supplemental Indenture

                                                                                              	
                                                                                                55

                                                                                              
	 
      	
                                                                                                Section
      9.05

                                                                                              	
                                                                                                Reference
      in Notes to Supplemental Indentures

                                                                                              	
                                                                                                55

                                                                                              
	 
      	
                                                                                                Section
      9.06

                                                                                              	
                                                                                                Conformity
      with Trust Indenture Act

                                                                                              	
                                                                                                55

                                                                                              
	 
      	 
      	 
      
	
                                                                                                ARTICLE
      X.

                                                                                              	
                                                                                                REDEMPTION
      OF NOTES

                                                                                              	
                                                                                                56

                                                                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                Section
      10.01

                                                                                              	
                                                                                                Redemption

                                                                                              	
                                                                                                56

                                                                                              
	 
      	
                                                                                                Section
      10.02

                                                                                              	
                                                                                                Form
      of Redemption Notice

                                                                                              	
                                                                                                56

                                                                                              
	 
      	
                                                                                                Section
      10.03

                                                                                              	
                                                                                                Notes
      Payable on Redemption Date

                                                                                              	
                                                                                                56

                                                                                              
	 
      	 
      	 
      
	
                                                                                                ARTICLE
      XI.

                                                                                              	
                                                                                                MISCELLANEOUS

                                                                                              	
                                                                                                57

                                                                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                Section
      11.01

                                                                                              	
                                                                                                Compliance
      Certificates and Opinions, etc

                                                                                              	
                                                                                                57

                                                                                              
	 
      	
                                                                                                Section
      11.02

                                                                                              	
                                                                                                Form
      of Documents Delivered to Indenture Trustee

                                                                                              	
                                                                                                58

                                                                                              
	 
      	
                                                                                                Section
      11.03

                                                                                              	
                                                                                                Acts
      of Noteholders

                                                                                              	
                                                                                                59

                                                                                              
	 
      	
                                                                                                Section
      11.04

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

                                                                                              	
                                                                                                60

                                                                                              
	 
      	
                                                                                                Section
      11.05

                                                                                              	
                                                                                                Notices
      to Noteholders; Waiver

                                                                                              	
                                                                                                60

                                                                                              
	 
      	
                                                                                                Section
      11.06

                                                                                              	
                                                                                                Alternate
      Payment and Notice Provisions

                                                                                              	
                                                                                                61

                                                                                              
	 
      	
                                                                                                Section
      11.07

                                                                                              	
                                                                                                Effect
      of Headings and Table of Contents

                                                                                              	
                                                                                                61

                                                                                              
	 
      	
                                                                                                Section
      11.08

                                                                                              	
                                                                                                Successors
      and Assigns

                                                                                              	
                                                                                                61

                                                                                              
	 
      	
                                                                                                Section
      11.09

                                                                                              	
                                                                                                Separability

                                                                                              	
                                                                                                61

                                                                                              
	 
      	
                                                                                                Section
      11.10

                                                                                              	
                                                                                                Benefits
      of Indenture

                                                                                              	
                                                                                                61

                                                                                              
	 
      	
                                                                                                Section
      11.11

                                                                                              	
                                                                                                Legal
      Holidays

                                                                                              	
                                                                                                61

                                                                                              
	 
      	
                                                                                                Section
      11.12

                                                                                              	
                                                                                                GOVERNING
      LAW

                                                                                              	
                                                                                                62

                                                                                              
	 
      	
                                                                                                Section
      11.13

                                                                                              	
                                                                                                Counterparts

                                                                                              	
                                                                                                62

                                                                                              
	 
      	
                                                                                                Section
      11.14

                                                                                              	
                                                                                                Recording
      of Indenture

                                                                                              	
                                                                                                62

                                                                                              
	 
      	
                                                                                                Section
      11.15

                                                                                              	
                                                                                                Trust
      Obligation

                                                                                              	
                                                                                                62

                                                                                              
	 
      	
                                                                                                Section
      11.16

                                                                                              	
                                                                                                No
      Petition

                                                                                              	
                                                                                                63

                                                                                              
	 
      	
                                                                                                Section
      11.17

                                                                                              	
                                                                                                Inspection

                                                                                              	
                                                                                                63

                                                                                              


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

    (continued)

    
      
        
          
            
              
                
                  
                    
                      	 	 
      	 	 
      	
                              Page

                            
	 	 
      	 	 
      	 
      
	 	
                              Section
      11.18

                            	
                              Conflict
      with Trust Indenture Act

                            	
                              63

                            
	 	
                              Section
      11.19

                            	
                              Limitation
      of Liability

                            	
                              64

                            
	 	
                              Section
      11.20

                            	
                              Representations
      and Warranties

                            	
                              64

                            


                    

                  

                

              

            

          

        

      

    

    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 Class B Note

              
	
                EXHIBIT
      C

              	
                Form
      of Class C Note

              
	
                EXHIBIT
      D

              	
                Form
      of Class D Note

              
	
                EXHIBIT
      E

              	
                Form
      of the Note Depository
Agreement

              


      

    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    THIS
INDENTURE, dated as of
[            ],
20[__], is between HYUNDAI AUTO RECEIVABLES TRUST 20[__]-[_], a Delaware
statutory trust (the “Issuer”), and
[                          ],
a
[                                      ],
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 [     ]%
Asset Backed Notes, Class A-1 (the “Class A-1 Notes”),
[     ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”),
[     ]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”),
[     ]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”),
[     ]% Asset Backed Notes, Class B (the “Class B Notes”),
[     ]% Asset Backed Notes, Class C (the “Class C Notes”) and
[     ]% Asset Backed Notes, Class D (the “Class D Notes” and,
together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes and Class C 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 pursuant to the
Hyundai Assurance Program or 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) the Sale and Servicing Agreement including all of the
Depositor’s rights, but none of its obligations, under the Receivables Purchase
Agreement assigned to the Issuer pursuant to the Sale and Servicing 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.


    
      
        20[__]-[
] Indenture)

         


      

      
        1

        
          

        

      

      
         


      

    

     

    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
[            ],
20[__] among the Administrator, the Issuer and the Indenture Trustee, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

     

    “Administrator” means
HCA, 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.


    
      
        20[__]-[
] Indenture)

         


      

      
        2

        
          

        

      

      
         


      

    

     

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

     

    “Class A Principal
Distributable Amount” means, with respect to
any Payment Date, an amount equal to the greater of the Outstanding Amount of
the Class A-1 Notes and the following:

     

    (a)           the
aggregate Outstanding Amount of the Class A Notes immediately prior to such
Payment Date; minus

     

    (b)           the
lesser of:

     

    (i)           an
amount equal to the product of:

     

    (A)           the
Adjusted Pool Balance as of the last day of the related Collection Period;
and

     

    (B)           the
sum of [         ]% and the
percentage equivalent of a fraction equal to:

     

    (x)           the
amount on deposit in the Reserve Account after giving effect to any withdrawals
but prior to giving effect to any deposits on that Payment Date; divided
by

     

    (y)           the
Adjusted Pool Balance as of the last day of the related Collection Period;
and

     

    (ii)          an
amount equal to the Adjusted Pool Balance as of the last day of the related
Collection Period minus
the Target Overcollateralization Amount for the Payment
Date;

     

    provided, however, that on the
Final Scheduled Maturity Date of any class of Class A Notes, the Class A
Principal Distributable Amount will be at least an amount sufficient to pay that
class in full; and provided further, that the
Class A Principal Distributable Amount on any Payment Date will not exceed the
Outstanding Amount of the Class A Notes on that Payment Date.

     

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

     

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

     

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

     

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


    
      
        20[__]-[
] Indenture)

         


      

      
        3

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

    “Class B Notes” means
the [     ]% Asset Backed Notes, Class B, substantially
in the form of Exhibit
B.

     

    “Class B Principal
Distributable Amount” means, with respect to
any Payment Date, an amount equal to:

     

    (a)           the
sum of the aggregate Outstanding Amount of the Class A Notes (after taking into
account the payment of the Class A Principal Distributable Amount on such
Payment Date) and the aggregate Outstanding Amount of the Class B Notes
immediately prior to such Payment Date; minus

     

    (b)           the
lesser of:

     

    (i)           an
amount equal to the product of:

     

    (A)           the
Adjusted Pool Balance as of the last day of the related Collection Period;
and

     

    (B)           the
sum of [        ]% and the percentage
equivalent of a fraction equal to:

     

    (x)           the
amount on deposit in the Reserve Account after giving effect to any withdrawals
but prior to giving effect to any deposits on that Payment Date; divided
by

     

    (y)           the
Adjusted Pool Balance as of the last day of the related Collection Period;
and

     

    (ii)          an
amount equal to the Adjusted Pool Balance as of the last day of the related
Collection Period minus
the Target Overcollateralization Amount for the Payment
Date;

     

    provided, however, that on the
Final Scheduled Maturity Date of the Class B Notes, the Class B Principal
Distributable Amount will be at least an amount sufficient to pay that class in
full; and provided further, that the
Class B Principal Distributable Amount on any Payment Date will not exceed the
Outstanding Amount of the Class B Notes on that Payment Date.


    
      
        20[__]-[
] Indenture)

         


      

      
        4

        
          

        

      

      
         


      

    

     

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

     

    “Class C Notes” means
the [     ]% Asset Backed Notes, Class C, substantially
in the form of Exhibit
C.

     

    “Class C Principal
Distributable Amount” means, with respect to
any Payment Date, an amount equal to:

     

    (a)           the
sum of the aggregate Outstanding Amount of the Class A Notes and the Class B
Notes (after taking into account the payment of the Class A Principal
Distributable Amount and the Class B Principal Distributable Amount on such
Payment Date) and the aggregate Outstanding Amount of the Class C Notes
immediately prior to such Payment Date; minus

     

    (b)           the
lesser of:

     

    (i)           an
amount equal to the product of:

     

    (A)           the
Adjusted Pool Balance as of the last day of the related Collection Period;
and

     

    (B)           the
sum of [        ]% and the percentage
equivalent of a fraction equal to:

     

    (x)           the
amount on deposit in the Reserve Account after giving effect to any withdrawals
but prior to giving effect to any deposits on that Payment Date; divided
by

     

    (y)           the
Adjusted Pool Balance as of the last day of the related Collection Period;
and

     

    (ii)          an
amount equal to the Adjusted Pool Balance as of the last day of the related
Collection Period minus
the Target Overcollateralization Amount for the Payment
Date;

     

    provided, however, that on the
Final Scheduled Maturity Date of the Class C Notes, the Class C Principal
Distributable Amount will be at least an amount sufficient to pay that class in
full; and provided further, that the
Class C Principal Distributable Amount on any Payment Date will not exceed the
Outstanding Amount of the Class C Notes on that Payment Date.

     

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

     

    “Class D Notes” means
the [     ]% Asset Backed Notes, Class D, substantially
in the form of Exhibit
D.


    
      
        20[__]-[
] Indenture)

         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Class D Principal
Distributable Amount” means, with respect to
any Payment Date, an amount equal to:

     

    (a)           the
sum of the aggregate Outstanding Amount of the Class A Notes, the Class B Notes
and the Class C Notes (after taking into account the payment of the Class A
Principal Distributable Amount, the Class B Principal Distributable Amount and
the Class C Principal Distributable Amount on such Payment Date) and the
Outstanding Amount of the Class D Notes immediately prior to such Payment Date;
minus

     

    (b)           an
amount equal to the Adjusted Pool Balance as of the last day of the related
Collection Period minus
the Target Overcollateralization Amount for the Payment
Date;

     

    provided, however, that on the
Final Scheduled Maturity Date of the Class D Notes, the Class D Principal
Distributable Amount will be at least an amount sufficient to pay the Class D
Notes in full; and provided further, that the
Class D Principal Distributable Amount on any Payment Date will not exceed the
Outstanding Amount of the Class D Notes on that Payment Date.

     

    “Class D Rate” means
[     ]% 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
[            ],
20[__].

     

    “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.

     

    “Controlling Class”
means with respect to any Notes that are Outstanding, the Class A Notes (voting
together as a single class) so long as any Class A Notes are Outstanding, then
the Class B Notes so long as any Class B Notes are Outstanding, then the Class C
Notes so long as any Class C Notes are Outstanding and thereafter the Class D
Notes so long as any Class D Notes are Outstanding.

     

    “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,
[                                             ],
Attention:
[                                                  ]
and (b) for all other purposes
[                                                                    ],
facsimile number
[                  ];
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.


    
      
        20[__]-[
] Indenture)

         


      

      
        6

        
          

        

      

      
         


      

    

     

    “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.

     

    “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.

     

    “HCA” means Hyundai
Capital America, 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
[                          ],
a
[                                      ],
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.


    
      
        20[__]-[
] Indenture)

         


      

      
        7

        
          

        

      

      
         


      

    

     

    “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.

     

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

     

    “Issuer” means Hyundai
Auto Receivables Trust 20[__]-[_] 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 a Class A
Note, a Class B Note, a Class C Note or a Class D Note as the context may
require.

     

    “Note Depository
Agreement” means the agreement dated
[            ],
20[__] among the Issuer and The Depository Trust Company, relating to the Class
A Notes, the Class B Notes, the Class C Notes and the Class D Notes,
substantially in the form of Exhibit E.

     

    “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.


    
      
        20[__]-[
] Indenture)

         


      

      
        8

        
          

        

      

      
         


      

    

     

    “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;

     

    (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
[                                       ],
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.


    
      
        20[__]-[
] Indenture)

         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Payment Date” means
the [     ] day of each month, or if any such date is
not a Business Day, the next succeeding Business Day, commencing
[             ],
20[__].

     

    “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.

     

    “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
[            ],
20[__], among the Issuer, the Depositor, HCA, as Seller and Servicer, and the
Indenture Trustee, as amended, supplemented, amended and restated or otherwise
modified from time to time.


    
      
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    “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 HCA in
its capacity as seller under the Receivables Purchase Agreement and the Sale and
Servicing Agreement, and its successor in interest.

     

    “Servicer” means HCA,
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).

     

    “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.

     

    (a)           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


    
      
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    (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.

     

    “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, the Class A-4 Notes,
the Class B Notes, the Class C Notes and the Class D 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,
Exhibit A-4, Exhibit B, Exhibit C and Exhibit D, 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, Exhibit A-4, Exhibit B,
Exhibit C and Exhibit D are part of the terms of this
Indenture.


    
      
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    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
$[                     ],
Class A-2 Notes for original issue in an aggregate principal amount of
$[                     ],
Class A-3 Notes for original issue in an aggregate principal amount of
$[                     ],
Class A-4 Notes for original issue in an aggregate principal amount of
$[                     ],
Class B Notes for original issue in an aggregate principal amount of
$[                     ],
Class C Notes for original issue in an aggregate principal amount of
$[                     ],
and Class D Notes for original issue in an aggregate principal amount
$[                     ].  The
aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes,
Class A-4 Notes, Class B Notes, Class C Notes and Class D 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]).

     

    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.


    
      
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    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.

     

    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.


    
      
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    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 purchased by or transferred to an “employee
benefit plan” within the meaning of Section 3(3) of ERISA
that is subject to Title I of ERISA, a “plan” described in Section 4975(e)(1) of
the Code that is subject to Section 4975 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, non-U.S.
or church plan subject to applicable law that is substantially similar to
Section 406 of ERISA or Section 4975 of the Code, unless such purchaser or
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 or Section 4975(d)(20) of
the Code; 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, non-U.S. 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.

     

    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.


    
      
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    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.

     

    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, the Class A-4 Notes,
the Class B Notes, the Class C Notes and the Class D Notes shall accrue interest
at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4
Rate, the Class B Rate, the Class C Rate and the Class D Rate, respectively, as
set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B,
Exhibit C and Exhibit D, 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.


    
      
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    (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, Exhibit A-4, Exhibit B, Exhibit C and Exhibit
D.  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 Controlling Class.  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.

     

    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;


    
      
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    (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 Controlling Class of 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.

     

    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.


    
      
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    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, (d) for the benefit of the Class A-4 Notes, to the Class A-4
Noteholders, (e) for the benefit of the Class B Notes, to the Class B
Noteholders, (f) for the benefit of the Class C Notes, to the Class C
Noteholders and (g) for the benefit of the Class D Notes to the Class D
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,
[                          ],
[                                                          ],
Attention:
[                                          ]
and (b) for all other purposes
[                       ],
[                                                 ]
Attention:
[                                    ].  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.

     

    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.


    
      
        20[__]-[
] Indenture)

         


      

      
        19

        
          

        

      

      
         


      

    


    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.

     

    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.


    
      
        20[__]-[
] Indenture)

         


      

      
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    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

     

    (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.


    
      
        20[__]-[
] Indenture)

         


      

      
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    (b)           On
or before [          ] in each
calendar year, beginning in 20[__], 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
[            ] 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.

     

    (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.


    
      
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] Indenture)

         


      

      
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    (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.

     

    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 Controlling Class 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


    
      
        20[__]-[
] Indenture)

         


      

      
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    (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 20[__]), 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:

     

    (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;

     

    
      
        20[__]-[
] Indenture)

         


      

      
        24

        
          

        

      

      
         


      

    


    


     

    (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;

     

    (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


    
      
        20[__]-[
] Indenture)

         


      

      
        25

        
          

        

      

      
         


      

    

     

    (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 20[__]-[_] 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 20[__]-[_] 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.

     

    Section
3.14       Compliance with Regulation
AB.  For so long as the Issuer is subject to the reporting
requirements under the Exchange Act, 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.


    
      
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] Indenture)

         


      

      
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    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 and on the part of the Seller or the Depositor
of its obligations under the Receivables Purchase 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.

     

    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


    
      
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] Indenture)

         


      

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

     

    (1)           have
become due and payable,

     

    (2)           will
become due and payable at the Class D Maturity Date within one year
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

     

    (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.


    
      
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    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 of the Controlling Class 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;

     

    (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
Controlling Class of 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


    
      
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    (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 Controlling Class of 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.

     

    (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 Controlling
Class of 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, Exhibit A-4,
Exhibit B, Exhibit C and Exhibit D.  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
Controlling Class of 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


    
      
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    (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.

     

    (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 Controlling Class of 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 Controlling Class of 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.

     

    
      
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    (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

     

    (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.


    
      
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    (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;

     

    (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):


    
      
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    (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 Controlling
Class 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 Controlling Class;
or

     

    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;


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

     

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

     

    SIXTH:  to
Holders of the Class B Notes for amounts due and unpaid on the Class B Notes in
respect of interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Class B Notes in respect of
interest;

     

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

     

    EIGHTH:  to
Holders of the Class C Notes for amounts due and unpaid on the Class C Notes in
respect of interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Class C Notes in respect of
interest;

     

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

     

    TENTH:  to
Holders of the Class D Notes for amounts due and unpaid on the Class D Notes in
respect of interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Class D Notes in respect of
interest;

     

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

     

    TWELFTH:  to
the Certificate Distribution Account, for distribution to the
Certificateholders.


    
      
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    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.

     

    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 Controlling
Class of 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 Controlling Class of 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.


    
      
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    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
Controlling Class of 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.

     

    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 Controlling
Class of Noteholders.  The Holders of a majority of the Outstanding
Amount of the Controlling Class of 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:


    
      
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    (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 Controlling Class of Notes;

     

    (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
Controlling Class of 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
Controlling Class, more than 10% of the Outstanding Amount of the Controlling
Class) 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.


    
      
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    (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 Controlling Class of 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.

     

    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.


    
      
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    (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.

     

    (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.


    
      
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    (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.

     

    (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.


    
      
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    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.

     

    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.


    
      
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    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.

     

    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
Controlling Class of 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 to 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
Controlling Class of 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.


    
      
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    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.

     

    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;


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

     

    (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 “Prime-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.


    
      
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    (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).

     

    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
[             ],
beginning with
[             ],
20[__], 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 5.01 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 5.02 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 in the following order of
priority:

     

    (i) 
          first, to the
Noteholders of Class A Notes, the accrued and unpaid interest on the Class A
Notes; provided that if there are not sufficient funds available to pay the
entire amount of the accrued and unpaid interest on the Class A Notes, the
amounts available shall be applied to the payment of such interest on the Class
A Notes on a pro rata basis based upon the amount of interest due on each Class
of Class A Notes;


    
      
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    (ii)           second,
to the Noteholders of Class B Notes, the accrued and unpaid interest on the
Class B Notes; provided that if there are not sufficient funds available to pay
the entire amount of the accrued and unpaid interest on the Class B Notes, the
amounts available shall be applied to the payment of such interest on the Class
B Notes on a pro rata basis;

     

    (iii)          third,
to the Noteholders of Class C Notes, the accrued and unpaid interest on the
Class C Notes; provided that if there are not sufficient funds available to pay
the entire amount of the accrued and unpaid interest on the Class C Notes, the
amounts available shall be applied to the payment of such interest on the Class
C Notes on a pro rata basis; and

     

    (iv)          fourth,
to the Noteholders of Class D Notes, the accrued and unpaid interest on the
Class D Notes; provided that if there are not sufficient funds available to pay
the entire amount of the accrued and unpaid interest on the Class D Notes, the
amounts available shall be applied to the payment of such interest on the Class
D Notes on a pro rata basis.

     

    (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 Noteholders of the Class A Notes, the Class A Principal Distributable
Amount in the following order of priority:

     

    (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;


    
      
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    (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;

     

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

     

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

     

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

     

    (v)          fifth,
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:


    
      
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    (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;

     

    (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 [_____], 20[_] or
the Prospectus Supplement dated [_____], 20[__] 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 the interests of any
Noteholder.


    
      
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    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, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

     

    (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 or the Controlling Class,
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 (i) the provisions of the proviso as to the definition of the term
“Outstanding” or (ii) the definition of Controlling Class;

     

    (d)           reduce
the percentage of the Outstanding Amount of the Notes or the Controlling Class
of Notes, as applicable, 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.


    
      
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    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.

     

    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.


    
      
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    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.

     

    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.


    
      
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    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:

     

    (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.


    
      
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    (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.

     

    (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.


    
      
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    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.

     

    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.


    
      
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    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

     

    (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 20[__]-[_], in care of
[                                       ],
as Owner Trustee,
[                                                       ],
Attention:
[                               ],
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, 7 World Trade Center, 250 Greenwich Street, 25th Floor,
New York, New York 10007; (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 Standard & Poor’s Financial
Services LLC business, 55 Water Street, New York, New York  10041,
Attention of Asset Backed Surveillance Department; and (iii) in the case of
Fitch, at the following address: Fitch, Inc., One State Street Plaza, New York,
New York  10004]; 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.


    
      
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    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.

     

    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.


    
      
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    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.

     

    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.


    
      
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    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.


    
      
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    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
[                                       ],
not individually or personally but solely as Owner Trustee of Hyundai Auto
Receivables Trust 20[__]-[_], 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
[                                       ]
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
[                                       ]
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
[                                       ]
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.

     

    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.


    
      
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    (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 [__________] or (iii) to HCA 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.”


    
      
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    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 20[__]-[_]

                      
	 
      	 
      	 
      	 
      
	 
      	
                        By:  

                      	
                        [                                       ],
      not in its individual

                        capacity
      but solely as Owner Trustee under the Trust

                        Agreement

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        By: 

                      	
                          

                      
	 
      	 
      	 
      	
                        Name:

                      
	 
      	 
      	 
      	
                        Title:

                      


              

            

          

        

      

    


    
      
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                        [                          ],
      not in its individual capacity but

                        solely
      as Indenture Trustee,

                      
	 
      	 
      	 
      
	 
      	
                        By: 

                      	
                          

                      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

                      


              

            

          

        

      

    


    
      
        20[__]-[
] Indenture)

         


      

      
        S-2

        
          

        

      

      
         


      

    

    


    
      
        	
                STATE
      OF
      [                   ]

              	
                )

              
	 
      	
                )  ss.:

              
	
                COUNTY
      OF
      [                  ]

              	
                )

              


      

    

    


    BEFORE
ME, the undersigned authority, a Notary Public in and for said county and state,
on this day personally appeared [                         ],
a [                         ]
of
[                                       ],
not in its individual capacity but solely as Owner Trustee of Hyundai Auto
Receivables Trust  20[__]-[_], 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 s/he 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   day of
[             ]
[    ].

     

    
      
        
          	
                    

                	 
      
	
                  Notary
      Public – State of
      [                  ]

                	 
      


        

      

    

     

    My
commission expires:  __________________


    
      
        20[__]-[
] Indenture)

         


      

      
        S-3

        
          

        

      

      
         


      

    

    


    
      
        	
                STATE
      OF
      [                   ]

              	
                )

              
	 
      	
                )  ss.:

              
	
                COUNTY
      OF
      [                  ]

              	
                )

              


      

    

    


    BEFORE
ME, the undersigned authority, a Notary Public in and for said county and state,
on this day personally appeared [                   ],
[                     ],
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
[                          ],
a
[                                      ],
and that s/he executed the same as the act of said corporation for the purpose
and consideration therein stated.

     

    GIVEN
UNDER MY HAND AND

     

    SEAL OF
OFFICE, this [     ] day of
[             ]
[    ].

     

    
      
        
          
            
              	
                        

                    	 
      
	
                      Notary
      Public, State of
      [                     ]

                    	 
      


            

          

        

      

    

     

    My
commission expires:


    
      
        20[__]-[
] Indenture)

         


      

      
        S-4

        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    Schedule
of Receivables

     

    [To be
Delivered to the Trust at Closing]


    
      
        20[__]-[
] Indenture)

         


      

      
        S-5

        
          

        

      

      
         


      

    

     

    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.

     

    THIS
NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN
“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO
TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 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, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, UNLESS SUCH PURCHASER OR 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
OR SECTION 4975(d)(20) OF THE CODE; 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, NON-U.S. 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.

     

    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.


    
      
        20[__]-[
] Indenture)

         


      

      
        A-1-1

        
          

        

      

      
         


      

    

    


    
      	
              REGISTERED

            	
              $__________(1)

            
	
              No.
      R-_____

            	
              CUSIP
      NO. ___________

            


    

    


    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_]

     

    [     ]%
ASSET BACKED NOTE, CLASS A-1

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_], 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
[            ],
20[__] (the “Indenture”), between the Issuer and
[                          ],
a
[                                      ],
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
[             ],
20[__] (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.

     

    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.

     

    
      
        

      

    

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


    
      
        20[__]-[
] Indenture)

         


      

      
        A-1-2

        
          

        

      

      
         


      

    

    


    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, the Class A-4 Notes, the
Class B Notes, the Class C Notes and the Class D 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
[     ] day of each month, or, if any such date is not
a Business Day, the next succeeding Business Day, commencing
[              ],
20[__].

     

    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
Controlling Class of 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.

     

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


    
      
        20[__]-[
] Indenture)

         


      

      
        A-1-3

        
          

        

      

      
         


      

    


    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.

     

    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.


    
      
        20[__]-[
] Indenture)

         


      

      
        A-1-4

        
          

        

      

      
         


      

    


    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 or the Controlling Class of Notes, as
applicable, representing a majority of the Outstanding Amount of all Notes or
Controlling Class of Notes at the time Outstanding. The Indenture also contains
provisions permitting Holders of Notes representing specified percentages of the
Outstanding Amount of the Controlling Class of 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.


    
      
        20[__]-[
] Indenture)

         


      

      
        A-1-5

        
          

        

      

      
         


      

    


     

    Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of
[                                       ]
in its individual capacity,
[                          ]
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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-1-6

        
          

        

      

      
         


      

    


    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 20[__]-[_]

                          
	 	 	 
	 
      	
                            By:

                          	
                            [                                       ],
      not in its individual 

                            capacity
      but solely as Owner Trustee under the Trust 

                            Agreement,

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	Authorized
      Signatory


                  

                

              

            

          

        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        
          
            	
                    Date:  ___________________

                  	
                    [                         ],
      not in its individual

                  
	 
      	
                    capacity
      but solely as Indenture Trustee,

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Authorized
      Signatory

                  


          

        

      

    

    


    20[__]-[
] Indenture)

    
      
         


      

      
        A-1-7

        
          

        

      

      
         


      

    


    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.

       

    20[__]-[
] Indenture)

    
      
         


      

      
        A-1-8

        
          

        

      

      
         


      

    

    


    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.

     

    THIS
NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN
“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO
TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 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, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, UNLESS SUCH PURCHASER OR 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
OR SECTION 4975(d)(20) OF THE CODE; 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, NON-U.S. 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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-2-1

        
          

        

      

      
         


      

    

     

    
      	
              REGISTERED

            	
              $__________(2)

            
	
              No.
      R-________

            	
              CUSIP
      NO. ___________

            


    

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_]

     

    [     ]%
ASSET BACKED NOTE, CLASS A-2

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_], 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
[            ],
20[__] (the “Indenture”), between
the Issuer and
[                          ],
a
[                                      ],
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
[             ],
20[  ] (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 [     ] 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
[     ] 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.

     

    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.

     

    
      
        

      

    

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

    


    20[__]-[
] Indenture)

    
      
         


      

      
        A-2-2

        
          

        

      

      
         


      

    

     

    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, the Class A-4 Notes, the Class B Notes, the Class C Notes
and the Class D 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
[     ] day of each month, or, if any such date is not
a Business Day, the next succeeding Business Day, commencing
[          ],
20[__].

     

    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
Controlling Class of 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.

     

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

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-2-3

        
          

        

      

      
         


      

    

     

    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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-2-4

        
          

        

      

      
         


      

    

     

    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.

     

    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 or the Controlling Class of Notes, as
applicable, representing a majority of the Outstanding Amount of all Notes or
Controlling Class of Notes at the time Outstanding. The Indenture also contains
provisions permitting Holders of Notes representing specified percentages of the
Outstanding Amount of the Controlling Class of 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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-2-5

        
          

        

      

      
         


      

    

     

    Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of
[                                       ]
in its individual capacity,
[                          ]
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.

    
    

    20[__]-[
] Indenture)

    
      
         


      

      
        A-2-6

        
          

        

      

      
         


      

    

    


    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 20[__]-[_]

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  [                                       ],
      not in its individual 

                  capacity
      but solely as Owner Trustee under the Trust 

                  Agreement,

                
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                  Authorized
      Signatory

                


        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        
          	
                  Date:  ___________________

                	
                  [                           ],
      not in its individual

                
	 
      	
                  capacity
      but solely as Indenture Trustee,

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Authorized
      Signatory

                


        

      

    

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-2-7

        
          

        

      

      
         


      

    


    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.

    
    

    20[__]-[
] Indenture)

    
      
         


      

      
        A-2-8

        
          

        

      

      
         


      

    

     

    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.

     

    THIS
NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN
“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO
TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 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, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, UNLESS SUCH PURCHASER OR 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
OR SECTION 4975(d)(20) OF THE CODE; 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, NON-U.S. 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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-3-1

        
          

        

      

      
         


      

    

     

    
      	
              REGISTERED

            	
              $__________(3)

            
	
              No.
      R-________

            	
              CUSIP
      NO. ___________

            


    

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_]

     

    [     ]%
ASSET BACKED NOTE, CLASS A-3

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_], 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
[            ],
20[__] (the “Indenture”), between the Issuer and
[                          ],
a
[                                      ],
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 [         ],
20[  ] (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 [     ] 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
[     ] 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.

     

    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.

    
    

    
      

    

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

    
 

    20[__]-[
] Indenture)

    
      
         


      

      
        A-3-2

        
          

        

      

      
         


      

    

     

    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, the Class B Notes, the Class C Notes
and the Class D 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
[     ] day of each month, or, if any such date is not
a Business Day, the next succeeding Business Day, commencing
[          ],
20[__].

     

    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
Controlling Class of 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.

     

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

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-3-3

        
          

        

      

      
         


      

    

     

    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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-3-4

        
          

        

      

      
         


      

    

     

    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 or the Controlling Class of Notes, as
applicable, representing a majority of the Outstanding Amount of all Notes or
Controlling Class of Notes at the time Outstanding. The Indenture also contains
provisions permitting Holders of Notes representing specified percentages of the
Outstanding Amount of the Controlling Class of 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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-3-5

        
          

        

      

      
         


      

    

     

    Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of
[                                       ]
in its individual capacity,
[                          ]
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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-3-6

        
          

        

      

      
         


      

    


    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 20[__]-[_]

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  [                                       ],
      not in its individual 

                  capacity
      but solely as Owner Trustee under the Trust 

                  Agreement,

                
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                  Authorized
      Signatory

                


        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        
          	
                  Date:  ___________________

                	
                  [               ],
      not in its individual

                
	 
      	
                  capacity
      but solely as Indenture Trustee,

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Authorized
      Signatory

                


        

      

    

    


    20[__]-[
] Indenture)

    
      
         


      

      
        A-3-7

        
          

        

      

      
         


      

    


    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.

    
    

    20[__]-[
] Indenture)

    
      
         


      

      
        A-3-8

        
          

        

      

      
         


      

    

     

    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.

     

    THIS
NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN
“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO
TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 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, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, UNLESS SUCH PURCHASER OR 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
OR SECTION 4975(d)(20) OF THE CODE; 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, NON-U.S. 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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-4-1

        
          

        

      

      
         


      

    

     

    
      	
              REGISTERED

            	
              $__________(4)

            
	
              No.
      R-________

            	
              CUSIP
      NO. ___________

            


    

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_]

     

    [     ]%
ASSET BACKED NOTE, CLASS A-4

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_], 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
[            ],
20[__] (the “Indenture”), between
the Issuer and
[                          ],
a
[                                      ],
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
[                    ],
20[  ] (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 [     ] 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
[     ] 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.

     

    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.

    
    

    
      

    

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

    
 

    20[__]-[
] Indenture)

    
      
         


      

      
        A-4-2

        
          

        

      

      
         


      

    

     

    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 and are senior in right of payment to the Class B Notes, the Class C Notes
and the Class D 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
[     ] day of each month, or, if any such date is not
a Business Day, the next succeeding Business Day, commencing
[              ],
20[__].

     

    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
Controlling Class of 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.

     

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

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-4-3

        
          

        

      

      
         


      

    

     

    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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-4-4

        
          

        

      

      
         


      

    

     

    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.

     

    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 or the Controlling Class of Notes, as
applicable, representing a majority of the Outstanding Amount of all Notes or
Controlling Class of Notes at the time Outstanding. The Indenture also contains
provisions permitting Holders of Notes representing specified percentages of the
Outstanding Amount of the Controlling Class of 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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-4-5

        
          

        

      

      
         


      

    

     

    Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of
[                                       ]
in its individual capacity,
[                          ]
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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        A-4-6

        
          

        

      

      
         


      

    

    


    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 20[__]-[_]

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  [                                       ],
      not in its individual 

                  capacity
      but solely as Owner Trustee under the Trust 

                  Agreement,

                
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                  Authorized
      Signatory

                


        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        
          	
                  Date:  ___________________

                	
                  [                    ],
      not in its individual

                
	 
      	
                  capacity
      but solely as Indenture Trustee,

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Authorized
      Signatory

                


        

      

    

    
 

    20[__]-[
] Indenture)

    
      
         


      

      
        A-4-7

        
          

        

      

      
         


      

    


    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.

    
 

    20[__]-[
] Indenture)

    
      
         


      

      
        A-4-8

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

     

    [FORM OF
CLASS B 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.

     

    THIS
NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN
“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO
TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 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, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, UNLESS SUCH PURCHASER OR 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
OR SECTION 4975(d)(20) OF THE CODE; 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, NON-U.S. 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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

     

    
      	
              REGISTERED

            	
              $__________(5)

            
	
              No.
      R-________

            	
              CUSIP
      NO. ___________

            


    

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_]

     

    [     ]%
ASSET BACKED NOTE, CLASS B

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_], 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
B Notes pursuant to Section 3.01 of the Indenture dated as of
[            ],
20[__] (the “Indenture”), between the Issuer and
[                          ],
a
[                                      ],
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
[                      ],
20[  ] (the “Class B 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 [     ] 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
[     ] 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.

     

    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 B (herein called the
“Class B 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 B Notes are subject to all terms
of the Indenture.

     

    
      

    

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

    
 

    20[__]-[
] Indenture)

    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    

     

    The Class
B Notes are and will be secured by the collateral pledged as security therefor
as provided in the Indenture.  The Class B Notes are subordinated in
right of payment to the Class A Notes and are senior in right of payment to the
Class C Notes and the Class D Notes, to the extent provided in the
Indenture.

     

    Principal
of the Class B Notes will be payable on each Payment Date in an amount described
on the face hereof.  “Payment Date” means the
[     ] day of each month, or, if any such date is not
a Business Day, the next succeeding Business Day, commencing
[             ],
20[__].

     

    As
described above, the entire unpaid principal amount of this Note shall be due
and payable on the earlier of the Class B 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
Controlling Class of 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 B Notes shall be made pro rata to the Class B 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.

     

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

     

    20[__]-[
] Indenture)

    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    

     

    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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    

     

    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 or the Controlling Class of Notes, as
applicable, representing a majority of the Outstanding Amount of all Notes or
Controlling Class of Notes at the time Outstanding. The Indenture also contains
provisions permitting Holders of Notes representing specified percentages of the
Outstanding Amount of the Controlling Class of 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
[                                       ]
in its individual capacity,
[                          ]
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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        B-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 20[__]-[_]

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  [                                       ],
      not in its individual 

                  capacity
      but solely as Owner Trustee under the Trust 

                  Agreement,

                
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                  Authorized
      Signatory

                


        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        
          	
                  Date:  ___________________

                	
                  [                    ],
      not in its individual

                
	 
      	
                  capacity
      but solely as Indenture Trustee,

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Authorized
      Signatory

                


        

      

    

    
 

    20[__]-[
] Indenture)

    
      
         


      

      
        B-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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        B-7

        
          

        

      

      
         


      

    

     

    EXHIBIT
C

     

    [FORM OF
CLASS C 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.

     

    THIS
NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN
“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO
TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 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, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, UNLESS SUCH PURCHASER OR 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
OR SECTION 4975(d)(20) OF THE CODE; 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, NON-U.S. 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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    

     

    
      	
              REGISTERED

            	
              $__________(6)

            
	
              No.
      R-________

            	
              CUSIP
      NO. ___________

            


    

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_]

     

    [     ]%
ASSET BACKED NOTE, CLASS C

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_], 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
C Notes pursuant to Section 3.01 of the Indenture dated as of
[            ],
20[__] (the “Indenture”), between the Issuer and
[                          ],
a
[                                      ],
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
[               ],
20[  ] (the “Class C 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 [     ] 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
[     ] 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.

     

    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 C (herein called the
“Class C 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 C Notes are subject to all terms
of the Indenture.

     

    
      

    

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

    
 

    20[__]-[
] Indenture)

    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    

     

    The Class
C Notes are and will be secured by the collateral pledged as security therefor
as provided in the Indenture.  The Class C Notes are subordinated in
right of payment to the Class A Notes and the Class B Notes and are senior in
right of payment to the Class D Notes, to the extent provided in the
Indenture.

     

    Principal
of the Class C Notes will be payable on each Payment Date in an amount described
on the face hereof. “Payment Date” means the [     ]
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing
[          ],
20[__].

     

    As
described above, the entire unpaid principal amount of this Note shall be due
and payable on the earlier of the Class C 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
Controlling Class of 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 C Notes shall be made pro rata to the Class C 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.

     

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

     

    20[__]-[
] Indenture)

    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    

     

    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.

     

    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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        C-4

        
          

        

      

      
         


      

    

     

    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 or the Controlling Class of Notes, as
applicable, representing a majority of the Outstanding Amount of all Notes or
Controlling Class of Notes at the time Outstanding. The Indenture also contains
provisions permitting Holders of Notes representing specified percentages of the
Outstanding Amount of the Controlling Class of 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
[                                       ]
in its individual capacity,
[                          ]
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.

     

    20[__]-[
] Indenture)

    
      
         


      

      
        C-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 20[__]-[_]

                      
	 	 
      
	 	
                        By:

                      	
                        [                                       ], not in its
      individual

                        capacity
      but solely as Owner Trustee under the Trust

                        Agreement,

                      
	 	 
      
	 	
                            

                      
	 	
                        Authorized
      Signatory

                      


              

            

          

        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        
          
            
              	
                      Date:  ___________________ 

                    	
                      [                                   ], not in its
      individual

                    
	 	
                      capacity
      but solely as Indenture Trustee,

                    
	 	 
      
	 	
                      By:

                    	
                         

                    
	 	 
      	
                      Authorized
      Signatory

                    


            

          

        

      

    

     

    20[__]-[
] Indenture)


    
      
         


      

      
        C-7

        
          

        

      

      
         


      

    


    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.

     

    20[__]-[
] Indenture)


    
      
         


      

      
        C-8

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    [FORM OF
CLASS D 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.

     

    THIS
NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN
“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO
TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 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, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, UNLESS SUCH PURCHASER OR 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
OR SECTION 4975(d)(20) OF THE CODE; 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, NON-U.S. 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.

     

    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.

     

    20[__]-[
] Indenture)


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    

    


    
      
        	
                REGISTERED

              	
                $_________(7)

              
	
                No.
      R-________

              	
                CUSIP
      NO. ___________

              


      

    

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_]

     

    [     ]%
ASSET BACKED NOTE, CLASS D

     

    HYUNDAI
AUTO RECEIVABLES TRUST 20[__]-[_], 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 D Notes pursuant to Section 3.01 of the Indenture dated
as of
[            ],
20[__] (the “Indenture”), between the Issuer and
[                          ],
a
[                                      ],
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
[                 ],
20[  ] (the “Class D 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 [     ] 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
[     ] 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.

     

    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 D (herein called the
“Class D 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 D Notes are subject to all terms
of the Indenture.

     

      
        

      

    

    
      	
              7

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

            


    

     

    20[__]-[
] Indenture)


    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    


    The Class
D Notes are and will be secured by the collateral pledged as security therefor
as provided in the Indenture. The Class D Notes are subordinated in right of
payment to the Class A Notes, the Class B Notes and the Class C Notes, to the
extent provided in the Indenture.

     

    Principal
of the Class D Notes will be payable on each Payment Date in an amount described
on the face hereof. “Payment Date” means the [     ]
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing
[            ],
20[__].

     

    As
described above, the entire unpaid principal amount of this Note shall be due
and payable on the earlier of the Class D 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
Controlling Class of 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 D Notes shall be made pro rata to the Class D 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.

     

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

     

    20[__]-[
] Indenture)


    
      
         


      

      
        D-3

        
          

        

      

      
         


      

    


    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.

     

    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.

     

    20[__]-[
] Indenture)


    
      
         


      

      
        D-4

        
          

        

      

      
         


      

    


    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 or the Controlling Class of Notes, as
applicable, representing a majority of the Outstanding Amount of all Notes or
Controlling Class of Notes at the time Outstanding. The Indenture also contains
provisions permitting Holders of Notes representing specified percentages of the
Outstanding Amount of the Controlling Class of 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
[                                       ]
in its individual capacity,
[                          ]
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.

     

    20[__]-[
] Indenture)


    
      
         


      

      
        D-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 20[__]-[_]

                
	 	 
      
	 	
                  By:

                	
                  [                                       ], not in its
      individual

                
	 	 
      	
                  capacity
      but solely as Owner Trustee under the Trust

                
	 	 
      	
                  Agreement,

                
	 	 
      
	 	
                     

                
	 	
                  Authorized
      Signatory

                


        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        	
                Date:  ___________________ 

              	
                [                                 ], not in its
      individual

              
	 	
                capacity
      but solely as Indenture Trustee,

              
	 	 
      	 
      
	 	
                By:

              	
                   

              
	 	 
      	
                Authorized
      Signatory

              


      

    

     

    20[__]-[
] Indenture)


    
      
         


      

      
        D-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.

     

    20[__]-[
] Indenture)


    
      
         


      

      
        D-7

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    FORM OF
NOTE DEPOSITORY AGREEMENT

     

    (Letter
of Representations)

     

    20[__]-[
] Indenture)


    
      
         


      

      
        E-1