Unassociated Document


     

    Exhibit
4.2

     

     

     

    


    FORM OF
INDENTURE

     

     

    between

     

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2009-A,

    as
Issuer

     

     

    and

     

     

    CITIBANK,
N.A.,

    as
Indenture Trustee

     

     

    Dated as
of September 11, 2009

     

    


    


    
      
        
          (2009-A
Indenture)

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

    


    
      	 
      	 
      	
              Page

            
	 
      	 
      	 
      
	
              ARTICLE I.

            	
              DEFINITIONS
      AND INCORPORATION BY REFERENCE

            	 
      
	 	 	 
	
              Section
      1.01

            	
              Definition

            	
              2

            
	
              Section
      1.02

            	
              Rules
      of Construction

            	
              8

            
	
              Section
      1.03

            	
              Incorporation
      by Reference of Trust Indenture Act

            	
              8

            
	 	 	 
	
              ARTICLE
      II.

            	
              THE
      NOTES

            	 
      
	 	 	 
	
              Section
      2.01

            	
              Form

            	
              9

            
	
              Section
      2.02

            	
              Execution,
      Authentication and Delivery

            	
              9

            
	
              Section
      2.03

            	
              Temporary
      Notes

            	
              10

            
	
              Section
      2.04

            	
              Registration;
      Registration of Transfer and Exchange

            	
              10

            
	
              Section
      2.05

            	
              [Reserved]

            	
              12

            
	
              Section
      2.06

            	
              Mutilated,
      Destroyed, Lost or Stolen Notes

            	
              12

            
	
              Section
      2.07

            	
              Persons
      Deemed Owners

            	
              12

            
	
              Section
      2.08

            	
              Payment
      of Principal and Interest; Defaulted Interest

            	
              13

            
	
              Section
      2.09

            	
              Cancellation

            	
              13

            
	
              Section
      2.10

            	
              Book-Entry
      Notes

            	
              14

            
	
              Section
      2.11

            	
              Notices
      to Clearing Agency

            	
              14

            
	
              Section
      2.12

            	
              Definitive
      Notes

            	
              15

            
	
              Section
      2.13

            	
              Tax
      Treatment

            	
              15

            
	 	 	 
	
              ARTICLE
      III.

            	
              COVENANTS

            	 
      
	 	 	 
	
              Section
      3.01

            	
              Payment
      of Principal and Interest

            	
              15

            
	
              Section
      3.02

            	
              Maintenance
      of Office or Agency

            	
              15

            
	
              Section
      3.03

            	
              Money
      for Payments To Be Held in Trust

            	
              16

            
	
              Section
      3.04

            	
              Existence

            	
              17

            
	
              Section
      3.05

            	
              Protection
      of Trust Estate

            	
              17

            
	
              Section
      3.06

            	
              Opinions
      as to Trust Estate

            	
              18

            
	
              Section
      3.07

            	
              Performance
      of Obligations; Servicing of Receivables

            	
              18

            
	
              Section
      3.08

            	
              Negative
      Covenants

            	
              20

            
	
              Section
      3.09

            	
              Annual
      Statement as to Compliance

            	
              20

            
	
              Section
      3.10

            	
              Issuer
      May Consolidate, etc., Only on Certain Terms

            	
              20

            
	
              Section
      3.11

            	
              Successor
      or Transferee

            	
              22

            


    

    


    
      
        
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      TABLE
OF CONTENTS

      (continued)

      


      
        	 
      	 
      	
                Page

              




    

    
      	
              Section
      3.12

            	
              No
      Other Business

            	
              22

            
	
              Section
      3.13

            	
              No
      Borrowing

            	
              22

            
	
              Section
      3.14

            	
              Compliance
      with Regulation AB

            	
              22

            
	
              Section
      3.15

            	
              Guarantees,
      Loans, Advances and Other Liabilities

            	
              23

            
	
              Section
      3.16

            	
              Capital
      Expenditures

            	
              23

            
	
              Section
      3.17

            	
              Removal
      of Administrator

            	
              23

            
	
              Section
      3.18

            	
              Restricted
      Payments

            	
              23

            
	
              Section
      3.19

            	
              Notice
      of Events of Default

            	
              23

            
	
              Section
      3.20

            	
              Further
      Instruments and Acts

            	
              23

            
	 	 	 
	
              ARTICLE
      IV.

            	
              SATISFACTION
      AND DISCHARGE

            	 
      
	 	 	 
	
              Section
      4.01

            	
              Satisfaction
      and Discharge of Indenture

            	
              24

            
	
              Section
      4.02

            	
              Application
      of Trust Money

            	
              25

            
	
              Section
      4.03

            	
              Repayment
      of Moneys Held by Paying Agent

            	
              25

            
	
              Section
      4.04

            	
              Release
      of Collateral

            	
              25

            
	 	 	 
	
              ARTICLE
      V.

            	
              REMEDIES

            	 
      
	 	 	 
	
              Section
      5.01

            	
              Events
      of Default

            	
              25

            
	
              Section
      5.02

            	
              Acceleration
      of Maturity; Rescission and Annulment

            	
              26

            
	
              Section
      5.03

            	
              Collection
      of Indebtedness and Suits for Enforcement by Indenture
    Trustee

            	
              27

            
	
              Section
      5.04

            	
              Remedies;
      Priorities

            	
              29

            
	
              Section
      5.05

            	
              Optional
      Preservation of the Receivables

            	
              32

            
	
              Section
      5.06

            	
              Limitation
      of Suits

            	
              32

            
	
              Section
      5.07

            	
              Unconditional
      Rights of Noteholders To Receive Principal and Interest

            	
              33

            
	
              Section
      5.08

            	
              Restoration
      of Rights and Remedies

            	
              33

            
	
              Section
      5.09

            	
              Rights
      and Remedies Cumulative

            	
              33

            
	
              Section
      5.10

            	
              Delay
      or Omission Not a Waiver

            	
              33

            
	
              Section
      5.11

            	
              Control
      by the Noteholders

            	
              33

            
	
              Section
      5.12

            	
              Waiver
      of Past Defaults

            	
              34

            
	
              Section
      5.13

            	
              Undertaking
      for Costs

            	
              34

            
	
              Section
      5.14

            	
              Waiver
      of Stay or Extension Laws

            	
              35

            


    

    


    
      
        
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      TABLE
OF CONTENTS

      (continued)

      


      
        	 
      	 
      	
                Page

              




    

    
      	
              Section
      5.15

            	
              Action
      on Notes

            	
              35

            
	
              Section
      5.16

            	
              Performance
      and Enforcement of Certain Obligations

            	
              35

            
	 	 	 
	
              ARTICLE
      VI.

            	
              THE
      INDENTURE TRUSTEE

            	 
      
	 	 	 
	
              Section
      6.01

            	
              Duties
      of Indenture Trustee

            	
              36

            
	
              Section
      6.02

            	
              Rights
      of Indenture Trustee

            	
              37

            
	
              Section
      6.03

            	
              Individual
      Rights of Indenture Trustee

            	
              38

            
	
              Section
      6.04

            	
              Indenture
      Trustee’s Disclaimer

            	
              38

            
	
              Section
      6.05

            	
              Notice
      of Defaults

            	
              39

            
	
              Section
      6.06

            	
              Reports
      by Indenture Trustee to Holders

            	
              39

            
	
              Section
      6.07

            	
              Compensation
      and Indemnity

            	
              39

            
	
              Section
      6.08

            	
              Replacement
      of Indenture Trustee

            	
              40

            
	
              Section
      6.09

            	
              Successor
      Indenture Trustee by Merger

            	
              41

            
	
              Section
      6.10

            	
              Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee

            	
              41

            
	
              Section
      6.11

            	
              Eligibility;
      Disqualification

            	
              42

            
	
              Section
      6.12

            	
              [Reserved]

            	
              42

            
	
              Section
      6.13

            	
              Preferential
      Collection of Claims Against Issuer

            	
              42

            
	
              Section
      6.14

            	
              Waiver
      of Setoffs

            	
              42

            
	 	 	 
	
              ARTICLE
      VII.

            	
              NOTEHOLDERS’
      LISTS AND REPORTS

            	 
      
	 	 	 
	
              Section
      7.01

            	
              Note
      Registrar To Furnish Names and Address of Noteholders

            	
              43

            
	
              Section
      7.02

            	
              Preservation
      of Information; Communications to Noteholders

            	
              43

            
	
              Section
      7.03

            	
              Reports
      by Issuer

            	
              44

            
	
              Section
      7.04

            	
              Reports
      by Indenture Trustee

            	
              44

            
	 	 	 
	
              ARTICLE
      VIII.

            	
              ACCOUNTS,
      DISBURSEMENTS AND RELEASES

            	 
      
	 	 	 
	
              Section
      8.01

            	
              Collection
      of Money

            	
              44

            
	
              Section
      8.02

            	
              Trust
      Accounts

            	
              45

            
	
              Section
      8.03

            	
              General
      Provisions Regarding Accounts

            	
              46

            
	
              Section
      8.04

            	
              Release
      of Trust Estate

            	
              46

            
	
              Section
      8.05

            	
              Opinion
      of Counsel

            	
              47

            
	 	 	 
	
              ARTICLE
      IX.

            	
              SUPPLEMENTAL
      INDENTURES

            	 
      


    

    


    
      
        
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        TABLE
OF CONTENTS

        (continued)

        


        
          	 
      	 
      	
                  Page

                




      

    

    
      	
              Section
      9.01

            	
              Supplemental
      Indentures Without Consent of Noteholders

            	
              47

            
	
              Section
      9.02

            	
              Supplemental
      Indentures with Consent of Noteholders

            	
              48

            
	
              Section
      9.03

            	
              Execution
      of Supplemental Indentures

            	
              50

            
	
              Section
      9.04

            	
              Effect
      of Supplemental Indenture

            	
              50

            
	
              Section
      9.05

            	
              Reference
      in Notes to Supplemental Indentures

            	
              50

            
	
              Section
      9.06

            	
              Conformity
      with Trust Indenture Act

            	
              50

            
	 	 	 
	
              ARTICLE
      X.

            	
              REDEMPTION
      OF NOTES

            	 
      
	 	 	 
	
              Section
      10.01

            	
              Redemption

            	
              50

            
	
              Section
      10.02

            	
              Form
      of Redemption Notice

            	
              51

            
	
              Section
      10.03

            	
              Notes
      Payable on Redemption Date

            	
              51

            
	 	 	 
	
              ARTICLE
      XI.

            	
              MISCELLANEOUS

            	 
      
	 	 	 
	
              Section
      11.01

            	
              Compliance
      Certificates and Opinions, etc

            	
              51

            
	
              Section
      11.02

            	
              Form
      of Documents Delivered to Indenture Trustee

            	
              53

            
	
              Section
      11.03

            	
              Acts
      of Noteholders

            	
              54

            
	
              Section
      11.04

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

            	
              54

            
	
              Section
      11.05

            	
              Notices
      to Noteholders; Waiver

            	
              55

            
	
              Section
      11.06

            	
              Alternate
      Payment and Notice Provisions

            	
              56

            
	
              Section
      11.07

            	
              Effect
      of Headings and Table of Contents

            	
              56

            
	
              Section
      11.08

            	
              Successors
      and Assigns

            	
              56

            
	
              Section
      11.09

            	
              Separability

            	
              56

            
	
              Section
      11.10

            	
              Benefits
      of Indenture

            	
              56

            
	
              Section
      11.11

            	
              Legal
      Holidays

            	
              56

            
	
              Section
      11.12

            	
              GOVERNING
      LAW

            	
              56

            
	
              Section
      11.13

            	
              Counterparts

            	
              56

            
	
              Section
      11.14

            	
              Recording
      of Indenture

            	
              57

            
	
              Section
      11.15

            	
              Trust
      Obligation

            	
              57

            
	
              Section
      11.16

            	
              No
      Petition

            	
              58

            
	
              Section
      11.17

            	
              Inspection

            	
              58

            
	
              Section
      11.18

            	
              Conflict
      with Trust Indenture Act

            	
              58

            
	
              Section
      11.19

            	
              Limitation
      of Liability

            	
              58

            


    

    


    
      
        
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Indenture)

           


        

        
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        TABLE
OF CONTENTS

        (continued)

        


        
          	 
      	 
      	
                  Page

                


        

      

    

    


    
      	
              Section
      11.20

            	
              Representations
      and Warranties

            	
              59

            
	 	 
	
              EXHIBITS

            	 
      
	 	 
	
              SCHEDULE
      A

            	
              Schedule
      of Receivables

            
	
              EXHIBIT
      A-1

            	
              Form
      of Class A-1 Note

            
	
              EXHIBIT
      A-2

            	
              Form
      of Class A-2 Note

            
	
              EXHIBIT
      A-3

            	
              Form
      of Class A-3 Note

            
	
              EXHIBIT
      A-4

            	
              Form
      of Class A-4 Note

            
	
              EXHIBIT
      B

            	
              Form
      of the Note Depository Agreement

            


    

    


    
 

    
      
        
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    THIS
INDENTURE, dated as of September 11, 2009 is between HYUNDAI AUTO RECEIVABLES
TRUST 2009-A, a Delaware statutory trust (the “Issuer”), and
CITIBANK, N.A., a national banking association, as trustee and not in its
individual capacity (the “Indenture
Trustee”).

     

    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Issuer’s 0.35675% Asset Backed Notes,
Class A-1 (the “Class A-1 Notes”), 1.11% Asset Backed Notes, Class A-2 (the
“Class A-2 Notes”), 2.03% Asset Backed Notes, Class A-3
(the “Class A-3 Notes”) and 3.15% Asset Backed Notes, Class A-4 (the
“Class A-4 Notes,” and together with the Class A-1 Notes, Class A-2 Notes and
Class A-3 Notes, the “Notes”):

     

    GRANTING
CLAUSE

     

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

     

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

     

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

     

    


    
      
        
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    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
September 11, 2009 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.

     

    “Class A-1 Notes”
means the 0.35675% Asset Backed Notes, Class A-1, substantially in the form of
Exhibit
A-1.

     

    “Class A-1 Rate” means
0.35675% per annum, computed on the basis of the actual number of days elapsed
in the related Interest Accrual Period.

     

    


    
      
        
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    “Class A-2 Notes”
means the 1.11% Asset Backed Notes, Class A-2, substantially in the form of
Exhibit
A-2.

     

    “Class A-2 Rate” means
1.11% per annum, computed on the basis of a 360-day year consisting of twelve
30-day months.

     

    “Class A-3 Notes”
means the 2.03% Asset Backed Notes, Class A-3, substantially in the form of
Exhibit
A-3.

     

    “Class A-3 Rate” means
2.03% per annum, computed on the basis of a 360-day year consisting of twelve
30-day months.

     

    “Class A-4 Notes”
means the 3.15% Asset Backed Notes, Class A-4, substantially in the form of
Exhibit
A-4.

     

    “Class A-4 Rate” means
3.15% 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
September 11, 2009.

     

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

     

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

     

    “Corporate Trust
Office” means the principal office of the Indenture Trustee at which at
any particular time its corporate trust business is administered, which office
at the date of execution of this Agreement is located at (a) solely for the
purposes of the transfer, surrender or exchange of Notes, 111 Wall Street,
15th
Floor Window, New York, New York 10005, Attention: Structured
Finance Agency and Trust-Hyundai Auto Receivables Trust 2009-A and (b) for
all other purposes 388 Greenwich Street, 14th Floor,
New York, New York 10013, facsimile number (212) 816-5527; or at such other
address as the Indenture Trustee may designate from time to time by notice to
the Noteholders and the Issuer, or the principal corporate trust office of any
successor Indenture Trustee at the address designated by such successor
Indenture Trustee by notice to the Noteholders and the Issuer.

     

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

     

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

     

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

     

    


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

     

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

     

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

     

    


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

     

    “Issuer” means Hyundai
Auto Receivables Trust 2009-A until a successor replaces it and, thereafter,
means the successor and, for purposes of any provision contained herein and
required by the TIA, each other obligor on the Notes.

     

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

     

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

     

    “Note Depository
Agreement” means the agreement dated September 11, 2009 between the
Issuer and The Depository Trust Company, relating to the Notes, substantially in
the form of Exhibit B.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

    “Payment Date” means
the 15th day of
each month, or if any such date is not a Business Day, the next succeeding
Business Day, commencing October 15, 2009.

     

    “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.

     

    


    
      
        
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    “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 September
11, 2009, 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.

     

    “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).

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)  “or”
is not exclusive;

     

    (d)  “including”
means including without limitation;

     

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

     

    (f)  any
agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such agreement,
instrument or statute as from time to time amended, modified or supplemented and
includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein; references to a Person
are also to its permitted successors and assigns.

     

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

     

    “Commission” means the
Securities and Exchange Commission.

     

    “indenture securities”
means the Notes.

     

    “indenture security
holder” means a Noteholder.

     

    “indenture to be
qualified” means this Indenture.

     

     

    


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

     

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

     

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

     

    ARTICLE
II.

     

    THE
NOTES

     

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

     

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

     

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

     

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

     

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

     

    The
Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1
Notes for original issue in an aggregate principal amount of $379,000,000, Class
A-2 Notes for original issue in an aggregate principal amount of $291,000,000,
Class A-3 Notes for original issue in an aggregate principal amount of
$388,000,000 and Class A-4 Notes for original issue in an aggregate principal
amount of $259,600,000. The aggregate principal amount of Class A-1 Notes, Class
A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may not
exceed such respective amounts except as provided in Section
2.06.

     

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

     

    


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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

    No Note,
or any interest therein, may be 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.

     

    


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

     

    Section
2.05  [Reserved].

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
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    Section
2.08  Payment of Principal and
Interest; Defaulted Interest.

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

    ARTICLE
III.

    COVENANTS

     

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

     

    Section
3.02  Maintenance of Office or
Agency.  The Issuer will maintain in the Borough of Manhattan,
The City of New York, an office or agency where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be
served.  Such office will initially be located at (a) solely for
the purposes of the transfer, surrender or exchange of Notes, Citibank, N.A.,
111 Wall Street, 15th Floor
Window, New York, New York 10005, Attention: Structured Finance Agency and
Trust-Hyundai Auto Receivables Trust 2009-A and (b) for all other purposes
Citibank N.A., 388 Greenwich Street, 14th Floor,
New York, New York 10013, Attention: Structured Finance Agency and Trust-Hyundai
Auto Receivables Trust 2009-A.  The Issuer will give prompt
written notice to the Indenture Trustee of the location, and of any change in
the location, of any such office or agency.  If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such surrenders, notices and demands
may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands.

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

    (c)  enforce
any of the Collateral; or

     

    


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

     

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

     

    Section
3.06  Opinions as to Trust
Estate.

     

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

     

    (b)  On
or before April 30 in each calendar year, beginning in 2010, the Issuer shall
furnish or cause to be furnished to the Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and re-filing of this
Indenture, any indentures supplemental hereto and any other requisite documents
and with respect to the execution and filing of any financing statements and
continuation statements as is necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action, or
stating that in the opinion of such counsel no such action is necessary to
maintain such lien and security interest.  Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain
the lien and security interest of this Indenture until April 30 in the following
calendar year.

     

    Section
3.07  Performance of Obligations;
Servicing of Receivables.

     

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

     

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

     

    


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

     

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

     

    (e)  [Reserved].

     

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

     

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

     

    


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

     

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

     

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

     

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

     

    Section
3.09  Annual
Statement as to Compliance.  The Issuer will deliver to the
Indenture Trustee and the Rating Agencies, within 120 days after the end of each
fiscal year of the Issuer (commencing with the calendar year of 2010), an
Officer’s Certificate stating, as to the Authorized Officer signing such
Officer’s Certificate, that:

     

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

     

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

     

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

     

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

     

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

    Section
3.11  Successor or
Transferee.

     

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

     

    (b)  Upon
a conveyance or transfer of all the assets and properties of the Issuer pursuant
to Section
3.10(b), Hyundai Auto Receivables Trust 2009-A will be released from
every covenant and agreement of this Indenture to be observed by or performed on
the part of the Issuer with respect to the Notes immediately upon the delivery
of written notice to the Indenture Trustee stating that Hyundai Auto Receivables
Trust 2009-A is to be so released.

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
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    ARTICLE
IV.

    SATISFACTION AND
DISCHARGE

     

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

     

    (i)  either:

     

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

     

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

     

    (1)  have
become due and payable,

     

    (2)  will
become due and payable, as of March 15, 2016, within one year of such date
or

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

    ARTICLE
V.

    REMEDIES

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

    Section
5.02  Acceleration of Maturity;
Rescission and Annulment.

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

    Section
5.04  Remedies;
Priorities.

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (3)  the
Indenture Trustee

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

     

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

     

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

     

    Section
5.16  Performance and Enforcement
of Certain Obligations.

     

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

     

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

     

    


    
      
        
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    ARTICLE
VI.

    THE INDENTURE
TRUSTEE

     

    Section
6.01  Duties
of Indenture Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

    Section
6.02  Rights
of Indenture Trustee.

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

    Section
6.11  Eligibility;
Disqualification.  The Indenture Trustee shall at all times
satisfy the requirements of TIA Section 310(a).  The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000.00 as
set forth in its most recent published annual report of condition, and the time
deposits of the Indenture Trustee shall be rated at least “A-1” by Standard
& Poor’s and “F1+” by Fitch. The Indenture Trustee shall comply with TIA
Section 310(b), including the optional provision permitted by the second
sentence of TIA Section 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in TIA Section 310(b)(1) are met.

     

    Section
6.12  [Reserved].

     

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

     

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

     

    


    
      
        
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    ARTICLE
VII.

    NOTEHOLDERS’ LISTS AND
REPORTS

     

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

     

    Section
7.02  Preservation of Information;
Communications to Noteholders.

     

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

     

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

     

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

     

    


    
      
        
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    Section
7.03  Reports by
Issuer.

     

    (a)  The
Issuer shall:

     

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

     

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

     

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

     

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

     

    Section
7.04  Reports by Indenture
Trustee.  If  required by TIA Section 313(a),
within 60 days after each March 31, beginning with March 31, 2010, the Indenture
Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief
report dated as of such date that complies with TIA Section 313(a). The
Indenture Trustee also shall comply with TIA Section 313(b).  A
copy of each report at the time of its mailing to Noteholders shall be filed by
the Indenture Trustee with the Commission and each stock exchange, if any, on
which the Notes are listed.  The Issuer shall notify the Indenture
Trustee if and when the Notes are listed on any stock exchange. 

     

    ARTICLE
VIII.

    ACCOUNTS, DISBURSEMENTS AND
RELEASES

     

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

     

    


    
      
        
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    Section
8.02  Trust
Accounts.

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

    Section
8.04  Release of Trust
Estate.

     

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

     

    


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

     

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

     

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

     

    ARTICLE
IX.

    SUPPLEMENTAL
INDENTURES

     

    Section
9.01  Supplemental Indentures
Without Consent of Noteholders.

     

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

     

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

     

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

     

    


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

     

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

     

    (v)  to
cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with any other provision herein
or in any supplemental indenture or with the Prospectus dated August 26, 2009 or
the Prospectus Supplement dated September 2, 2009 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.

     

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

     

    (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);

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

    ARTICLE
X.

    REDEMPTION OF
NOTES

     

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

     

    


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

     

    All
notices of redemption shall state:

     

    (a)  the
Redemption Date;

     

    (b)  the
Redemption Price;

     

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

     

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

     

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

     

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

     

    ARTICLE
XI.

    MISCELLANEOUS

     

    Section
11.01  Compliance Certificates and
Opinions, etc.

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

    


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

     

    Section
11.03  Acts
of Noteholders.

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
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    (b)  the
Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for
every purpose hereunder if in writing and mailed first-class, postage prepaid to
the Issuer addressed to: Hyundai Auto Receivables Trust 2009-A, in care of
Wilmington Trust Company, as Owner Trustee, Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration, or at any other address previously furnished in writing to the
Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Indenture
Trustee.

     

    Notices
required to be given to the Rating Agencies by the Issuer, the Indenture Trustee
or the Owner Trustee shall be in writing, personally delivered, electronically
delivered or mailed by certified mail, return receipt requested, to (i) in the
case of Fitch, at the following address: Fitch, Inc., Attention: ABS
Surveillance, 1 State Street Plaza, New York, NY 10014; and (ii) in the case of
Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com or
at the following address: Standard & Poor’s Ratings Services,
a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York,
New York  10041, Attention of Asset Backed Surveillance Department; or
as to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
11.13  Counterparts.  This
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

     

    


    
      
        
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    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.

     

    Section
11.19  Limitation of
Liability.  It is expressly understood and agreed by the
parties hereto that (a) this Indenture is executed and delivered by Wilmington
Trust Company, not individually or personally but solely as Owner Trustee of
Hyundai Auto Receivables Trust 2009-A, in the exercise of the powers and
authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Issuer is made and
intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose for binding
only the Issuer, (c) nothing herein contained shall be construed as creating any
liability on Wilmington Trust Company individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties hereto and by any Person claiming by,
through or under the parties hereto and (d) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Indenture or any other related documents.

     

    


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

     

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

     

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

     

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

     

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

     

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

     

    (f)  The
Contracts that constitute or evidence the Receivables do not have any marks or
notations indicating that they have been pledged, assigned or otherwise conveyed
to any Person other than the Indenture Trustee, except for such marks or
notations indicating that they have been pledged, assigned or otherwise conveyed
(i) to the Depositor or the Issuer in accordance with the Basic Documents, (ii)
pursuant to the Second Amended and Restated Receivables Purchase Agreement,
dated as of July 23, 2002, as amended, among the Seller, Hyundai BC Funding
Corporation, the various purchasers party thereto from time to time, the various
purchaser agents party thereto from time to time, and JPMorgan Chase Bank, N.A.
and the Purchase and Sale Agreement dated as of January 17, 2000, as amended,
between the Seller and Hyundai BC Funding Corporation or (iii) to 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.”

     

    


    


    


    
      
        
          (2009-A
Indenture)

           


        

        
          59

          
            

          

        

        
           


        

      

    

    


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

     

    
      	
               
      

            	
              HYUNDAI
      AUTO RECEIVABLES TRUST 2009-A

            
	 	 
	 	
              
                By:   
      WILMINGTON TRUST
      COMPANY,

              

              
                 
      not
      in its individual capacity but solely

              

              
                 
      as
      Owner Trustee under the Trust Agreement

              

               

              By:            

              Name:

              Title:

            


    

    


     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          S-1

          
            

          

        

        
           


        

      

    

    


    CITIBANK, N.A.,

    not in
its individual capacity

    but
solely as Indenture Trustee

     

    By:                       

    Name:

    Title:

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          S-2

          
            

          

        

        
           


        

      

    

     

    
      	STATE OF
      DELAWARE	)
	 	) ss.:
	COUNTY OF NEW
      CASTLE	)


    

     

    BEFORE
ME, the undersigned authority, a Notary Public in and for said county and state,
on this day personally appeared        of
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee of Hyundai Auto Receivables Trust 2009-A, a Delaware statutory trust
(the “Trust”), known to me to be the person and officer whose name is subscribed
to the foregoing instrument and acknowledged to me that the same was the act of
the said Trust, and that he/she executed the same as the act of said statutory
trust for the purpose and consideration therein expressed, and in the capacities
therein stated.

     

    GIVEN
UNDER MY HAND AND

    SEAL OF
OFFICE, this ________ day of ___________________, 2009.

    


                

    Notary
Public – State of Delaware

     

    My
commission expires:            

     

    


    


    
      
        
          (2009-A
Indenture)

           


        

        
          S-3

          
            

          

        

        
           


        

      

    

    
       

      
        	STATE OF NEW
      YORK	)
	 	) ss.:
	COUNTY OF NEW
      YORK	)


      

       

    

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

     

    GIVEN
UNDER MY HAND AND

    SEAL OF
OFFICE, this ________ day of _________________, 2009.

     

                

    Notary
Public, State of New York

    No.
_______________

    Qualified
in ___________________ County

    My
commission expires:  _____________________

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          S-4

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
A

     

    Schedule
of Receivables

     

    [To be
Delivered to the Trust at Closing]

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-1

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A-1

     

    [FORM OF
CLASS A-1 NOTE]

     

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

     

    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.

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-1-1

          
            

          

        

        
           


        

      

    

     

    
      	
              REGISTERED

            	
              $__________(1)

            
	
              No.
      R-_____

            	
              CUSIP
      NO. ___________

            


    

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2009-A

     

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

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2009-A, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of ___________________________________ DOLLARS, payable on
each Payment Date in an amount equal to the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the Class A-1
Notes pursuant to Section 3.01 of the Indenture dated as of September 11, 2009
(the “Indenture”), between the Issuer and Citibank, N.A., a national banking
association, as Indenture Trustee (the “Indenture Trustee”); provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on
the earlier of September 15, 2010 (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.

    

    


    
      
        
          (2009-A
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 and the Class A-4
Notes, to the extent provided in the Indenture.

     

    Principal
of the Class A-1 Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing October 15, 2009.

     

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

     

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

     

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

     

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

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-1-3

          
            

          

        

        
           


        

      

    

    


    Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees 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.

     

    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.

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-1-4

          
            

          

        

        
           


        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-1-5

          
            

          

        

        
           


        

      

    

    


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

    
       

      
        	
                
                  Date:  ___________________

                

              	
                HYUNDAI
      AUTO RECEIVABLES TRUST 2009-A

              
	 	 
	 	
                
                  By:   
      WILMINGTON TRUST
      COMPANY,

                

                
                   
      not
      in its individual capacity but solely

                

                
                   
      as
      Owner Trustee under the Trust Agreement

                

                 

                By:            

                     
      Authorized Signatory

              


      

         

    

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

    
      
         

        
          	
                  
                    Date:  ___________________

                  

                	
                  CITIBANK,
      N.A.,

                
	 	not in its individual capacity but
      solely
as
      Indenture Trustee 
	 	
                  
                     

                  

                  By:            

                       
      Authorized Signatory

                


        

           

      

    

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-1-6

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

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

     

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

    (name and address of
assignee)

     

    the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________________, attorney, to transfer
said Note on the books kept for registration thereof, with full power of
substitution in the premises.

     

    Dated:  ________________________    */

     

    Signature
Guaranteed:

    _____________________

    


    


     

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

     

    


    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-1-7

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A-2

     

    [FORM OF
CLASS A-2 NOTE]

     

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

     

    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.

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-2-1

          
            

          

        

        
           


        

      

    

     

    
      	
              REGISTERED

            	
              $__________(2)

            
	
              No.
      R-_____

            	
              CUSIP
      NO. ___________

            


    

     

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2009-A

     

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

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2009-A, a statutory trust  organized and
existing under the laws of the State of Delaware (herein referred to as the
“Issuer”), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of ______________________________ DOLLARS, payable on each
Payment Date in an amount equal to the aggregate amount, if any, payable from
the Note Distribution Account in respect of principal on the Class A-2 Notes
pursuant to Section 3.01 of the Indenture dated as of September 11, 2009 (the
“Indenture”),
between the Issuer and Citibank, N.A., a national banking association, as
Indenture Trustee (the “Indenture Trustee”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of February 15, 2012 (the “Class A-2 Maturity
Date”) and the Redemption Date, if any, pursuant to Article X of the
Indenture.  Capitalized terms used but not defined herein are defined
in the Indenture, which also contains rules as to construction that shall be
applicable herein.

     

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

     

    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.

    

    


    
      
        
          (2009-A
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 and the Class A-4 Notes, to the extent provided in the
Indenture.

     

    Principal
of the Class A-2 Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing October 15, 2009.

     

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

     

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

     

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

     

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

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-2-3

          
            

          

        

        
           


        

      

    

    


    Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees 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.

     

     

    
      
        (2009-A
Indenture)

        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-2-5

          
            

          

        

        
           


        

      

    

    


    


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

    
       

      
        	
                
                  Date:  ___________________

                

              	
                HYUNDAI
      AUTO RECEIVABLES TRUST 2009-A

              
	 	 
	 	
                
                  By:   
      WILMINGTON TRUST
      COMPANY,

                

                
                   
      not
      in its individual capacity but solely

                

                
                   
      as
      Owner Trustee under the Trust Agreement

                

                 

                By:            

                     
      Authorized Signatory

              


      

         

    

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

    
      
         

        
          	
                  
                    Date:  ___________________

                  

                	
                  CITIBANK,
      N.A.,

                
	 	not in its
      individual capacity but solely
as
      Indenture Trustee 
	 	
                   

                  By:            

                       
      Authorized Signatory

                


        

           

      

    

     

     

    
      
        
          (2009-A
Indenture)

           


        

        
          A-2-6

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

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

     

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

    
    

    
      
        

      

    

    (name and
address of assignee)

     

    the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints _________________________________________, attorney, to transfer said
Note on the books kept for registration thereof, with full power of substitution
in the premises.

     

    Dated:  ________________________       */

     

    Signature
Guaranteed:

     

    _____________________________

     

    


     

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



    
      
        
          (2009-A
Indenture)

           


        

        
          A-2-7

          
            

          

        

        
           


        

      

    

    
 

    EXHIBIT
A-3

     

    [FORM OF
CLASS A-3 NOTE]

     

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

     

    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.

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-3-1

          
            

          

        

        
           


        

      

    

    
       

      
        	
                REGISTERED

              	
                $__________(3)

              
	
                No.
      R-_____

              	
                CUSIP
      NO. ___________

              


      

       

    

    HYUNDAI
AUTO RECEIVABLES TRUST 2009-A

     

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

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2009-A, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of ______________________________ DOLLARS, payable on each
Payment Date in an amount equal to the aggregate amount, if any, payable from
the Note Distribution Account in respect of principal on the Class A-3 Notes
pursuant to Section 3.01 of the Indenture dated as of September 11, 2009 (the
“Indenture”), between the Issuer and Citibank, N.A., a national banking
association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of August 15, 2013 (the “Class A-3 Maturity Date”) and the
Redemption Date, if any, pursuant to Article X of the
Indenture.  Capitalized terms used but not defined herein are defined
in the Indenture, which also contains rules as to construction that shall be
applicable herein.

     

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

     

    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.

    

    


    
      
        
          (2009-A
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, to the extent provided in the
Indenture.

     

    Principal
of the Class A-3 Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing October 15, 2009.

     

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

     

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

     

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

     

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

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-3-3

          
            

          

        

        
           


        

      

    

    


    Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees 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.

     

    


    
      
        
          (2009-A
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 representing a majority of the
Outstanding Amount of all Notes at the time Outstanding. The Indenture also
contains provisions permitting Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued
thereunder.

     

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

     

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

     

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

     

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

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-3-5

          
            

          

        

        
           


        

      

    

    


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

     

    


    
      
        
          (2009-A
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 2009-A

                
	 	 
	 	
                  
                    By:   
      WILMINGTON TRUST
      COMPANY,

                  

                  
                     
      not
      in its individual capacity but solely

                  

                  
                     
      as
      Owner Trustee under the Trust Agreement

                  

                   

                  By:            

                       
      Authorized Signatory

                


        

           

      

      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

       

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

      
        
           

          
            	
                    
                      Date:  ___________________

                    

                  	
                    CITIBANK,
      N.A.,

                  
	 	not in its individual capacity but
      solely
as
      Indenture Trustee 
	 	
                    
                      
                        
                        

                      

                    

                    By:            

                         
      Authorized Signatory

                  


          

            


        

      

    

    


    


    
      
        
          (2009-A
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.

     

    



    
      
        
          (2009-A
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.

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-4-1

          
            

          

        

        
           


        

      

    

    
      
         

        
          	
                  REGISTERED

                	
                  $__________(4)

                
	
                  No.
      R-_____

                	
                  CUSIP
      NO. ___________

                


        

         

      

    

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2009-A

     

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

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2009-A, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of __________________________________ DOLLARS, payable on each
Payment Date in an amount equal to the aggregate amount, if any, payable from
the Note Distribution Account in respect of principal on the Class A-4 Notes
pursuant to Section 3.01 of the Indenture dated as of September 11, 2009 (the
“Indenture”),
between the Issuer and Citibank, N.A., a national banking association, as
Indenture Trustee (the “Indenture Trustee”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of March 15, 2016  (the “Class A-4 Maturity
Date”) and the Redemption Date, if any, pursuant to Article X of the
Indenture.  Capitalized terms used but not defined herein are defined
in the Indenture, which also contains rules as to construction that shall be
applicable herein.

     

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

     

    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.

    

    


    
      
        
          (2009-A
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 to the extent provided in the Indenture.

     

    Principal
of the Class A-4 Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing October 15, 2009.

     

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

     

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

     

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

     

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

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-4-3

          
            

          

        

        
           


        

      

    

    


    Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees 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.

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-4-4

          
            

          

        

        
           


        

      

    

    


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

     

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

     

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

     

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

     

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

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-4-5

          
            

          

        

        
           


        

      

    

    


    


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

    
      
        
           

          
            	
                    
                      Date:  ___________________

                    

                  	
                    HYUNDAI
      AUTO RECEIVABLES TRUST 2009-A

                  
	 	 
	 	
                    
                      By:   
      WILMINGTON TRUST
      COMPANY,

                    

                    
                       
      not
      in its individual capacity but solely

                    

                    
                       
      as
      Owner Trustee under the Trust Agreement

                    

                     

                    By:            

                         
      Authorized Signatory

                  


          

             

        

        TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

         

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

        
          
             

            
              	
                      
                        Date:  ___________________

                      

                    	
                      CITIBANK,
      N.A.,

                    
	 	not in its individual capacity but
      solely
as
      Indenture Trustee
	 	
                      
                        
                          
                          

                        

                      

                      By:            

                           
      Authorized Signatory

                    


            

              


          

        

      

    

    


    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-4-6

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

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

     

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

     

    
      
        
          

        

      

      (name and
address of assignee)

      
      

    

    the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints _________________________________________, attorney, to transfer said
Note on the books kept for registration thereof, with full power of substitution
in the premises.

     

    Dated:  ________________________     */

     

    Signature
Guaranteed:

     

    _____________________________

     

    


     

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

     

    


    
      
        
          (2009-A
Indenture)

           


        

        
          A-4-7

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    FORM OF
NOTE DEPOSITORY AGREEMENT

     

    (Letter
of Representations)

    


    [Attached]

    


    


    


    
      
        
          (2009-A
Indenture)

           


        

        
          B-1