Unassociated Document


    
      Exhibit
4.1

    

     

    AMENDED
AND RESTATED TRUST AGREEMENT

     

    among

     

    HYUNDAI
ABS FUNDING CORPORATION,

    as
Depositor

     

    WILMINGTON
TRUST COMPANY,

    as
Owner Trustee

     

    and

     

    HYUNDAI
CAPITAL AMERICA,

     

    as
Administrator

     

    Dated
as of May 13, 2010

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

    

     

     

    
      
        
          
            
              
                
                  	 	 	
                           Page

                        
	
                          ARTICLE
      1.

                        	
                          DEFINITIONS

                        	 
      
	 	 	 
	
                          Section
      1.01

                        	 
      	
                          Capitalized
      Terms

                        	
                          1

                        
	
                          Section
      1.02

                        	 
      	
                          Other
      Definitional Provisions

                        	
                          3

                        
	 	 	 	 
	
                          ARTICLE
      2.

                        	 
      	
                          ORGANIZATION

                        	 
      
	 	 	 	 
	
                          Section
      2.01

                        	 
      	
                          Name

                        	
                          4

                        
	
                          Section
      2.02

                        	 
      	
                          Office

                        	
                          4

                        
	
                          Section
      2.03

                        	 
      	
                          Purposes
      and Powers

                        	
                          4

                        
	
                          Section
      2.04

                        	 
      	
                          Appointment
      of Owner Trustee

                        	
                          5

                        
	
                          Section
      2.05

                        	 
      	
                          Initial
      Capital Contribution of Trust Estate

                        	
                          5

                        
	
                          Section
      2.06

                        	 
      	
                          Declaration
      of Trust

                        	
                          6

                        
	
                          Section
      2.07

                        	 
      	
                          Title
      to Trust Property

                        	
                          6

                        
	
                          Section
      2.08

                        	 
      	
                          Situs
      of Trust

                        	
                          6

                        
	
                          Section
      2.09

                        	 
      	
                          Representations,
      Warranties and Covenants of the Depositor

                        	
                          6

                        
	
                          Section
      2.10

                        	 
      	
                          Federal
      Income Tax Allocations

                        	
                          7

                        
	 	 	 
	
                          ARTICLE
      3.

                        	
                          TRUST
      CERTIFICATES AND TRANSFER OF INTERESTS

                        	 
      
	 	 	 
	
                          Section
      3.01

                        	 
      	
                          Initial
      Ownership

                        	
                          8

                        
	
                          Section
      3.02

                        	 
      	
                          The
      Trust Certificates

                        	
                          8

                        
	
                          Section
      3.03

                        	 
      	
                          Execution,
      Authentication and Delivery of Trust Certificates

                        	
                          8

                        
	
                          Section
      3.04

                        	 
      	
                          Registration
      of Transfer and Exchange of Trust Certificates

                        	
                          8

                        
	
                          Section
      3.05

                        	 
      	
                          Mutilated,
      Destroyed, Lost or Stolen Trust Certificates

                        	
                          9

                        
	
                          Section
      3.06

                        	 
      	
                          Persons
      Deemed Owners

                        	
                          10

                        
	
                          Section
      3.07

                        	 
      	
                          Access
      to List of Certificateholders’ Names and Addresses

                        	
                          10

                        
	
                          Section
      3.08

                        	 
      	
                          Maintenance
      of Office or Agency

                        	
                          10

                        
	
                          Section
      3.09

                        	 
      	
                          Appointment
      of Paying Agent

                        	
                          10

                        
	
                          Section
      3.10

                        	 
      	
                          Form
      of Trust Certificates

                        	
                          11

                        
	
                          Section
      3.11

                        	 
      	
                          Transfer
      Restrictions

                        	
                          11

                        
	
                          Section
      3.12

                        	 
      	
                          Legending
      of Trust Certificates

                        	
                          14

                        
	
                          Section
      3.13

                        	 
      	
                          Authenticating
      Agent

                        	
                          15

                        
	
                          Section
      3.14

                        	 
      	
                          Actions
      of Certificateholders

                        	
                          17

                        
	 	 	 
	
                          ARTICLE
      4.

                        	
                          ACTIONS
      BY OWNER TRUSTEE

                        	 
      
	 	 	 	 
	
                          Section
      4.01

                        	 
      	
                          Prior
      Notice with Respect to Certain Matters

                        	
                          17

                        
	
                          Section
      4.02

                        	 
      	
                          Action
      by Servicer with Respect to Certain Matters

                        	
                          19

                        
	
                          Section
      4.03

                        	 
      	
                          Action
      by Certificateholders with Respect to Bankruptcy

                        	
                          19

                        
	
                          Section
      4.04

                        	 
      	
                          Restrictions
      on Servicer’s Power

                        	
                          19

                        
	
                          Section
      4.05

                        	 
      	
                          Majority
      Control

                        	
                          20

                        
	 	 	 
	
                          ARTICLE
      5.

                        	
                          APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

                        	 
      
	 	 	 	 
	
                          Section
      5.01

                        	 
      	
                          Establishment
      of Trust Account

                        	
                          20

                        
	
                          Section
      5.02

                        	 
      	
                          Application
      of Trust Funds

                        	
                          20

                        
	
                          Section
      5.03

                        	 
      	
                          Method
      of Payment

                        	
                          20

                        


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	 
      	 
      	
                                            Page

                                          
	
                                            Section
      5.04

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

                                          	
                                            21

                                          
	
                                            Section
      5.05

                                          	 
      	
                                            Signature
      on Returns; Tax Matters Partner

                                          	
                                            21

                                          
	
                                            Section
      5.06

                                          	 
      	
                                            Duties
      of Depositor on Behalf of Trust

                                          	
                                            21

                                          
	 	 	 
	
                                            ARTICLE
      6.

                                          	
                                            AUTHORITY
      AND DUTIES OF OWNER TRUSTEE

                                          	 
      
	 	 	 	 
	
                                            Section
      6.01

                                          	 
      	
                                            General
      Authority

                                          	
                                            22

                                          
	
                                            Section
      6.02

                                          	 
      	
                                            General
      Duties

                                          	
                                            22

                                          
	
                                            Section
      6.03

                                          	 
      	
                                            Action
      upon Instruction

                                          	
                                            22

                                          
	
                                            Section
      6.04

                                          	 
      	
                                            No
      Duties Except as Specified in this Agreement or in
      Instructions

                                          	
                                            23

                                          
	
                                            Section
      6.05

                                          	 
      	
                                            No
      Action Except Under Specified Documents or Instructions

                                          	
                                            24

                                          
	
                                            Section
      6.06

                                          	 
      	
                                            Restrictions

                                          	
                                            24

                                          
	 	 	 
	
                                            ARTICLE
      7.

                                          	
                                            CONCERNING
      THE OWNER TRUSTEE

                                          	 
      
	 	 	 	 
	
                                            Section
      7.01

                                          	 
      	
                                            Acceptance
      of Trusts and Duties

                                          	
                                            24

                                          
	
                                            Section
      7.02

                                          	 
      	
                                            Furnishing
      of Documents

                                          	
                                            25

                                          
	
                                            Section
      7.03

                                          	 
      	
                                            Representations
      and Warranties

                                          	
                                            25

                                          
	
                                            Section
      7.04

                                          	 
      	
                                            Reliance;
      Advice of Counsel

                                          	
                                            26

                                          
	
                                            Section
      7.05

                                          	 
      	
                                            Not
      Acting in Individual Capacity

                                          	
                                            26

                                          
	
                                            Section
      7.06

                                          	 
      	
                                            Owner
      Trustee Not Liable for Trust Certificates or for
    Receivables

                                          	
                                            27

                                          
	
                                            Section
      7.07

                                          	 
      	
                                            Owner
      Trustee May Own Trust Certificates and Notes

                                          	
                                            27

                                          
	
                                            Section
      7.08

                                          	 
      	
                                            Doing
      Business in Other Jurisdictions

                                          	
                                            27

                                          
	
                                            Section
      7.09

                                          	 
      	
                                            Paying
      Agent; Authenticating Agent

                                          	
                                            28

                                          
	 	 	 
	
                                            ARTICLE
      8.

                                          	
                                            COMPENSATION
      OF OWNER TRUSTEE

                                          	 
      
	 	 	 	 
	
                                            Section
      8.01

                                          	 
      	
                                            Owner
      Trustee’s Fees and Expenses

                                          	
                                            28

                                          
	
                                            Section
      8.02

                                          	 
      	
                                            Indemnification

                                          	
                                            28

                                          
	
                                            Section
      8.03

                                          	 
      	
                                            Payments
      to the Owner Trustee

                                          	
                                            28

                                          
	 	 	 
	
                                            ARTICLE
      9.

                                          	
                                            TERMINATION
      OF TRUST AGREEMENT

                                          	 
      
	 	 	 	 
	
                                            Section
      9.01

                                          	 
      	
                                            Termination
      of Trust Agreement

                                          	
                                            29

                                          
	 	 	 
	
                                            ARTICLE
      10.

                                          	
                                            SUCCESSOR
      OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

                                          	 
      
	
                                            Section
      10.01

                                          	 
      	
                                            Eligibility
      Requirements for Owner Trustee

                                          	
                                            30

                                          
	
                                            Section
      10.02

                                          	 
      	
                                            Resignation
      or Removal of Owner Trustee

                                          	
                                            30

                                          
	
                                            Section
      10.03

                                          	 
      	
                                            Successor
      Owner Trustee

                                          	
                                            31

                                          
	
                                            Section
      10.04

                                          	 
      	
                                            Merger
      or Consolidation of Owner Trustee

                                          	
                                            31

                                          
	
                                            Section
      10.05

                                          	 
      	
                                            Appointment
      of Co-Trustee or Separate Trustee

                                          	
                                            32

                                          
	 	 	 
	
                                            ARTICLE
      11.

                                          	
                                            MISCELLANEOUS

                                          	 
      
	 	 	 
	
                                            Section
      11.01

                                          	 
      	
                                            Supplements
      and Amendments

                                          	
                                            33

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        TABLE
OF CONTENTS

        (continued)

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	 
      	 
      	
                                              Page

                                            
	
                                              Section
      11.02

                                            	 
      	
                                              No
      Legal Title to Trust Estate in Certificateholders

                                            	
                                              34

                                            
	
                                              Section
      11.03

                                            	 
      	
                                              Limitations
      on Rights of Others

                                            	
                                              34

                                            
	
                                              Section
      11.04

                                            	 
      	
                                              Notices

                                            	
                                              34

                                            
	
                                              Section
      11.05

                                            	 
      	
                                              Severability

                                            	
                                              35

                                            
	
                                              Section
      11.06

                                            	 
      	
                                              Separate
      Counterparts

                                            	
                                              35

                                            
	
                                              Section
      11.07

                                            	 
      	
                                              Successors
      and Assigns

                                            	
                                              35

                                            
	
                                              Section
      11.08

                                            	 
      	
                                              Covenants
      of the Depositor

                                            	
                                              35

                                            
	
                                              Section
      11.09

                                            	 
      	
                                              No
      Petition

                                            	
                                              35

                                            
	
                                              Section
      11.10

                                            	 
      	
                                              No
      Recourse

                                            	
                                              35

                                            
	
                                              Section
      11.11

                                            	 
      	
                                              Headings

                                            	
                                              36

                                            
	
                                              Section
      11.12

                                            	 
      	
                                              GOVERNING
      LAW

                                            	
                                              36

                                            
	
                                              Section
      11.13

                                            	 
      	
                                              [Reserved]

                                            	
                                              36

                                            
	
                                              Section
      11.14

                                            	 
      	
                                              Sarbanes-Oxley

                                            	
                                              37

                                            
	 	 	 
	
                                              ARTICLE
      12.

                                            	
                                              COMPLIANCE
      WITH REGULATION AB

                                            	 
      
	 	 	 	 
	
                                              Section
      12.01

                                            	 
      	
                                              Intent
      of the Parties; Reasonableness

                                            	
                                              37

                                            
	
                                              Section
      12.02

                                            	 
      	
                                              Additional
      Representations and Warranties of the Owner Trustee

                                            	
                                              37

                                            
	
                                              Section
      12.03

                                            	 
      	
                                              Information
      to Be Provided by the Owner Trustee

                                            	
                                              38

                                            
	
                                              Section
      12.04

                                            	 
      	
                                              Indemnification;
      Remedies

                                            	
                                              39

                                            
	
                                              Exhibits

                                            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	Exhibit
      A            
      Form
      of Trust Certificate	
                                              A-1

                                            
	Exhibit
      B             
      Reserved	
                                              B-1

                                            
	Exhibit
      C             
      Form
      of Transferee Certificate	
                                              C-1

                                            
	Exhibit
      D             
      Form
      of Certificate of Trust of Hyundai Auto Receivables Trust 2010-A	
                                              D-1

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 13, 2010, is among
HYUNDAI ABS FUNDING CORPORATION, a Delaware corporation, as depositor (the
“Depositor”),
WILMINGTON TRUST COMPANY, a Delaware banking corporation, acting hereunder not
in its individual capacity but solely as owner trustee (the “Owner Trustee”), and
HYUNDAI CAPITAL AMERICA, a California corporation, as administrator (the “Administrator”).

     

    WHEREAS,
on November 10, 2009, the Depositor, the Owner Trustee and the Administrator
entered into a Trust Agreement (the “Original Trust
Agreement”); and

     

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

     

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

     

    ARTICLE
1. 

    DEFINITIONS

     

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

     

    “Administration
Agreement” shall mean the Owner Trust Administration Agreement dated as
of May 13, 2010 among the Trust, Hyundai Capital America, as Administrator, and
Citibank, N.A., as Indenture Trustee, as amended, supplemented, amended and
restated or otherwise modified from time to time.

     

    “Administrator” shall
mean Hyundai Capital America.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Indenture” shall mean
the Indenture, dated as of May 13, 2010 between the Trust and Citibank, N.A., as
Indenture Trustee, as amended, supplemented, amended and restated or otherwise
modified from time to time.

     

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

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

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

     

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

     

    “Sale and Servicing
Agreement” shall mean the Sale and Servicing Agreement dated as of May
13, 2010, among the Depositor, Hyundai Capital America, as Seller and
Servicer, the Trust and the Indenture Trustee, as amended, supplemented, amended
and restated or otherwise modified from time to time.

     

    “SEC” means the
Securities and Exchange Commission.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
1.02 Other Definitional
Provisions.

     

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

     

    (b) All terms
defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    ARTICLE
2. 

    ORGANIZATION

     

    Section
2.01 Name.  The
Trust created hereby shall be known as “Hyundai Auto Receivables Trust 2010-A,”
in which name the Owner Trustee may conduct the business of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
2.05 Initial Capital Contribution
of Trust Estate.  Pursuant to the Original Trust Agreement, the
Depositor sold, assigned, transferred, conveyed and set over to the Owner
Trustee, as of the date thereof, the sum of $1.00.  The Owner Trustee
hereby acknowledges receipt in trust from the Depositor, as of the date of the
Original Trust Agreement, of the foregoing contribution, which shall constitute
the initial Trust Estate and shall be deposited in the Certificate Distribution
Account.  The Depositor shall pay organizational expenses of the Trust
as they may arise or shall, upon the request of the Owner Trustee, promptly
reimburse the Owner Trustee for any such expenses paid by the Owner
Trustee.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (b) The
Depositor is duly qualified to do business as a foreign corporation in good
standing and has obtained all necessary licenses and approvals in all
jurisdictions in which the ownership or lease of its property or the conduct of
its business shall require such qualifications.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
3. 

    TRUST
CERTIFICATES AND TRANSFER OF INTERESTS

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    NO TRUST
CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) AN
“EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (II) 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 OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN
THE ENTITY (EACH, A “BENEFIT PLAN INVESTOR”).  BY ACCEPTING AND
HOLDING A TRUST CERTIFICATE, THE HOLDER THEREOF SHALL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN INVESTOR.

     

    Section
3.13 Authenticating
Agent.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	______________________________________________________	 
	 	as
      Owner Trustee	 
	 	 	 
	 	 	 
	
                                                     

                                                  	
                                                    By:
      ___________________________________________________

                                                  	 
	 	      
      Authorized
      Officer	 
	 	 	 
	 	 	 
	 	
                                                    or

                                                  	 
	 	 	 
	 	______________________________________________________ 	 
	 	as
      Authenticating Agent for the Owner Trustee,	 
	 	 	 
	 	
                                                    By:____________________________________________________

                                                  	 
	 	     
      Authorized Officer 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    Section
3.14 Actions of
Certificateholders.

     

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

     

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

     

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

     

    ARTICLE
4. 

    ACTIONS
BY OWNER TRUSTEE

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (i) except as
provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in
whole or in part;

     

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

     

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

     

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

     

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

     

    (n) confess a
judgment against the Trust;

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    ARTICLE
5.

    APPLICATION
OF TRUST FUNDS; CERTAIN DUTIES

     

    Section
5.01 Establishment of Trust
Account.  The Paying Agent shall establish and maintain in the
name of the Trust an Eligible Account (the “Certificate Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders.  The title of the
Certificate Distribution Account shall be “Hyundai Auto Receivables Trust
2010-A:  Certificate Distribution Account for the benefit of the
Certificateholders”.

     

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

     

    Section
5.02 Application of Trust
Funds.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Section
5.05 Signature on Returns; Tax
Matters Partner.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
6. 

    AUTHORITY
AND DUTIES OF OWNER TRUSTEE

     

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

     

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

     

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

     

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

     

    Section
6.03 Action upon
Instruction.

     

    (a) Subject
to Article 4 and in accordance with the terms of the Basic Documents, the
Servicer may by written instruction direct the Owner Trustee in the management
of the Trust.  Such direction may be exercised at any time by written
instruction of the Servicer pursuant to Article 4.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    ARTICLE
7.

    CONCERNING
THE OWNER TRUSTEE

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
7.04 Reliance; Advice of
Counsel.

     

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

     

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

     

    Section
7.05 Not Acting in Individual
Capacity.  Except as provided in this Article 7, in accepting
the trust hereby created, Wilmington Trust Company acts solely as Owner Trustee
hereunder and not in its individual capacity, and all Persons having any claim
against the Owner Trustee by reason of the transactions contemplated by this
Agreement or any Basic Document shall look only to the Trust Estate for payment
or satisfaction thereof.

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
7.09 Paying Agent; Authenticating
Agent.  The rights and protections afforded to the Owner
Trustee pursuant to this Agreement, including without limitation Articles 7 and
8 hereof, shall also be afforded to the Paying Agent, Authenticating Agent and
Certificate Registrar.

     

    ARTICLE
8. 

    COMPENSATION
OF OWNER TRUSTEE

     

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

     

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

     

    Section
8.03 Payments to the Owner
Trustee.  Any amounts paid pursuant to this Article 8 may be
paid as set forth in Section 4.16 and Section 5.05(b) of the Sale and Servicing
Agreement and shall be deemed not to be a part of the Trust Estate immediately
after such payment.

     

    
      
        
        

      

      
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    ARTICLE
9.

    TERMINATION
OF TRUST AGREEMENT

     

    Section
9.01 Termination of Trust
Agreement.

     

    (a) This
Agreement (other than Section 5.05 and Article 8) and the Trust shall terminate
and be of no further force or effect upon the final distribution by the Owner
Trustee of all moneys or other property or proceeds of the Trust Estate in
accordance with the terms of the Indenture, the Sale and Servicing Agreement and
Article 5.  The bankruptcy, liquidation, dissolution, death or
incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Estate or (iii) otherwise affect the rights, obligations and
liabilities of the parties hereto.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (d) Upon the
winding up of the Trust and the written instructions of the Depositor, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Statutory Trust Act.  Thereupon the
Trust and this Agreement (other than Article 8) shall terminate.

     

    ARTICLE
10.

    SUCCESSOR
OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Any
notice, request or other writing given to the Owner Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them.  Every instrument appointing
any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article 10.  Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee.  Each such instrument shall be filed
with the Owner Trustee and a copy thereof given to the
Administrator.

     

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

     

    ARTICLE
11. 

    MISCELLANEOUS

     

    Section
11.01 Supplements and
Amendments.  This Agreement may be amended by the Depositor and
the Owner Trustee, with prior written notice to each Rating Agency, without the
consent of any of the Noteholders or the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions in this Agreement or for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions in this Agreement or of modifying in any manner the rights of
the Noteholders or the Certificateholders; provided, however, that such
action shall not, as evidenced by the satisfaction of the Rating Agency
Condition with respect to such amendment, materially and adversely affect in any
material respect the interests of any Noteholder or
Certificateholder.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    It shall
not be necessary for the consent of Certificateholders or Noteholders pursuant
to this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.  The manner of obtaining such consents (and any other
consents of Certificateholders provided for in this Agreement or in any other
Basic Document) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the Owner
Trustee may prescribe.

     

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

     

    Prior to
the execution of any amendment to this Agreement or the Certificate of Trust,
the Owner Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement.  The Owner Trustee may, but shall not be obligated
to, enter into any such amendment that affects the Owner Trustee’s own rights,
duties or immunities under this Agreement or otherwise.

     

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

     

    Section
11.02 No Legal Title to Trust
Estate in Certificateholders.  Neither the Depositor nor the
Certificateholders shall have legal title to any part of the Trust
Estate.  The Certificateholders shall be entitled to receive
distributions with respect to their undivided ownership interest therein only in
accordance with Articles 5 and 9.  No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders to and in
their ownership interest in the Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Trust
Estate.

     

    Section
11.03 Limitations on Rights of
Others.  The provisions of this Agreement are solely for the
benefit of the Owner Trustee, the Depositor, the Certificateholders, the
Administrator and, to the extent expressly provided herein, the Indenture
Trustee, the Servicer and the Noteholders, and nothing in this Agreement,
whether express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.

     

    Section
11.04 Notices.

     

    (a) Unless
otherwise expressly specified or permitted by the terms hereof, all notices
shall be in writing and shall be deemed given upon receipt by the intended
recipient or three Business Days after mailing if mailed by certified mail,
postage prepaid (except that notice to the Owner Trustee shall be deemed given
only upon actual receipt by the Owner Trustee), if to the Owner Trustee,
addressed to the Corporate Trust Office; if to the Depositor, addressed to 3161
Michelson Drive, Suite 1900, Irvine, CA 92612, Attention: Vice President,
Finance, with a copy to General Counsel; or, as to each party, at such other
address as shall be designated by such party in a written notice to each other
party.  A copy of any such notice shall also be mailed to the
Servicer, addressed to 3161 Michelson Drive, Suite 1900, Irvine, CA 92612,
Attention: Vice President, Finance, with a copy to General
Counsel.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

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

     

    Section
11.05 Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

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

     

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

     

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

     

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

     

    Section
11.10 No
Recourse.

     

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

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    (b) In
furtherance of and not in derogation of the foregoing, to the extent the
Depositor enters into other securitization transactions, each Certificateholder,
by accepting a Trust Certificate, acknowledges and agrees that it shall have no
right, title or interest in or to any assets or interests therein of the
Depositor (other than the Trust Estate and Reserve Account relating to this
transaction) conveyed or purported to be conveyed by the Depositor to another
securitization trust or other Person or Persons in connection therewith (whether
by way of a sale, capital contribution or by virtue of the granting of a lien)
(“Other Assets”).  To the extent that, notwithstanding the agreements
and provisions contained herein, a Certificateholder either (i) asserts an
interest or claim to, or benefit from, Other Assets, whether asserted against or
through the Depositor or any other Person owned by the Depositor, or (ii) is
deemed to have any such interest, claim or benefit in or from Other Assets,
whether by operation of law, legal process, pursuant to applicable provisions of
insolvency laws or otherwise (including by virtue of Section 1111(b) of the
Federal Bankruptcy Code or any successor provision having similar effect under
the Bankruptcy Code), and whether deemed asserted against or through the
Depositor or any other Person owned by the Depositor, then each
Certificateholder, by accepting a Trust Certificate, further acknowledges and
agrees that any such interest, claim or benefit in or from Other Assets is and
shall be expressly subordinated to the indefeasible payment in full of all
obligations and liabilities of the Depositor which, under the terms of the
relevant documents relating to the securitization of such Other Assets, are
entitled to be paid from, entitled to the benefits of, or otherwise secured by
such Other Assets (whether or not any such entitlement or security interest is
legally perfected or otherwise entitled to priority of distribution or
application under applicable law, including insolvency laws, and whether
asserted against Depositor or any other Person owned by the Depositor),
including the payment of post-petition interest on such other obligations and
liabilities.  This subordination agreement shall be deemed a
subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code.  Each Certificateholder, by acceptance of a Trust Certificate,
further acknowledges and agrees that no adequate remedy at law exists for a
breach of this paragraph and the terms of this paragraph may be enforced by an
action for specific performance.  The provisions of this paragraph
shall be for the third party benefit of those entitled to rely thereon and shall
survive the termination of this Agreement.

     

    Section
11.11 Headings.  The
headings of the various Articles and Sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

     

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

     

    Section
11.13 [Reserved]

     

    
      
        
        

      

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

     

    ARTICLE
12. 

    COMPLIANCE
WITH REGULATION AB

     

    Section
12.01 Intent of the Parties;
Reasonableness.  The Depositor and the Owner Trustee
acknowledge and agree that the purpose of this Article 12 is to facilitate
compliance by the Depositor with the provisions of Regulation AB and related
rules and regulations of the Commission.  The Depositor shall not
exercise its right to request delivery of information or other performance under
these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the
Commission under the Securities Act and the Exchange Act.  The Owner
Trustee acknowledges that interpretations of the requirements of Regulation AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with
reasonable requests made by the Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations of
Regulation AB.  The Owner Trustee shall cooperate in good faith with
any reasonable request by the Depositor for information regarding the Owner
Trustee that is necessary or required, in the reasonable good faith
determination of the Depositor, to permit the Depositor to comply with the
provisions of Regulation AB.

     

    Section
12.02 Additional Representations
and Warranties of the Owner Trustee.

     

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

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

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

     

    Section
12.03 Information to Be Provided
by the Owner Trustee.

     

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

     

    (1) For so
long as the Notes are outstanding, for the purpose of satisfying the Depositor’s
reporting obligation under the Exchange Act with respect to the Notes, the Owner
Trustee shall, no later than January 31 of each calendar
year,  (i) provide to the Depositor such information regarding
the Owner Trustee as is required for the purpose of compliance with Item 1119 of
Regulation AB; provided, however, the Owner Trustee shall not be required to
provide such information in the event that there has been no change to the
information previously provided by the Owner Trustee to the Depositor; and (ii)
as promptly as practicable following notice to or discovery by a Responsible
Officer of the Owner Trustee of any changes to such information, provide to the
Depositor, in writing, such updated information.  Such information
shall include, at a minimum, a description of any affiliation between the Owner
Trustee and any Transaction Party.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

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

     

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

     

    Section
12.04 Indemnification;
Remedies.

     

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

     

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

     

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

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    [SIGNATURE
PAGES FOLLOW]

    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

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

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	HYUNDAI ABS FUNDING
      CORPORATION,	 
	 	as
      Depositor
	 	 	 	 
	 	 	 	 
	 	
                                    By:
         /s/ Min Sok Randy
      Park                                                

                                  
	 	Name:  Min
      Sok Randy Park
	 	Title:    Vice
      President and Secretary	 
	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 	WILMINGTON TRUST
      COMPANY,	 
	 	as
      Owner Trustee
	 	 	 	 
	
                                   

                                	
                                   

                                	 	 
	 	By:     
      /s/ Bethany J.
      Taylor                                                          
	 	Name:  Bethany
      J. Taylor
	 	Title:    Financial
      Services Officer	 
	 	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

       

    

     

    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    HYUNDAI CAPITAL
      AMERICA,

                                  	 
	 	
                                    as
      Administrator

                                  
	 	 	 	 
	
                                     

                                  	
                                     

                                  	 	 
	 	By:    
      /s/ Dae Kwon
      Ko                                                                  
	 	Name: 
      Dae Kwon Ko
	 	Title:    Treasurer	 
	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
A

     

    FORM OF
TRUST CERTIFICATE

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2010-A

     

    ASSET
BACKED TRUST CERTIFICATE

     

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

     

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

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    NO TRUST
CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) AN
“EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (II) 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 OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN
THE ENTITY (EACH, A “BENEFIT PLAN INVESTOR”).  BY ACCEPTING AND
HOLDING A TRUST CERTIFICATE, THE HOLDER THEREOF SHALL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN INVESTOR.

     

    THIS
CERTIFIES THAT Hyundai ABS Funding Corporation is the registered owner of a 100%
Certificate Percentage Interest that is nonassessable, fully-paid, beneficial
ownership interest in the assets of Hyundai Auto Receivables Trust 2010-A (the
“Trust”) formed by Hyundai ABS Funding Corporation, a Delaware corporation (the
“Depositor”).

     

    The Trust
is governed by a Amended and Restated Trust Agreement dated as of May 13, 2010
(the “Trust Agreement”), between the Depositor, Administrator and Wilmington
Trust Company, as owner trustee (the “Owner Trustee”), a summary of certain of
the pertinent provisions of which is set forth below.  To the extent
not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Sale and Servicing Agreement among the Trust,
the Depositor, Hyundai Capital America, as Seller and Servicer (the “Servicer”)
and Citibank, N.A., as Indenture Trustee (“Indenture Trustee”), dated as of May
13, 2010 as the same may be amended or supplemented from time to
time.

     

    This
Certificate is one of the duly authorized Trust Certificates designated as
Hyundai Auto Receivables Trust 2010-A Asset Backed Trust Certificates (herein
called the “Trust Certificates”).  Also issued under the
Indenture dated as of May 13, 2010 between the Trust and the Indenture Trustee,
are four classes of Notes, designated as 0.39821% Asset Backed Notes,
Class A-1, 0.86% Asset Backed Notes, Class A-2, 1.50% Asset Backed Notes, Class
A-3, and 2.45% Asset Backed Notes, Class A-4 (collectively, the
“Notes”).  This Trust Certificate is issued under and is subject to
the terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the holder of this Trust Certificate by virtue of the acceptance
hereof assents and by which such holder is bound.   Under the
Trust Agreement, there will be distributed on the 15th day of
each month (or, if such 15th day is
not a Business Day, the next Business Day), commencing on June 15, 2010, to the
Person in whose name this Trust Certificate is registered at the close of
business on the last day of the preceding month, such Certificateholder’s
Certificate Percentage Interest of any amounts available to be distributed to
Certificateholders on such date.

     

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

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

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

     

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

     

    Each
Certificateholder by accepting a Trust Certificate acknowledges that such
Certificateholder’s Trust Certificates represent beneficial interests in the
Trust only and do not represent interests in or obligations of Depositor, the
Servicer, Administrator, Seller, Owner Trustee, Indenture Trustee or any
Affiliate thereof and no recourse may be had against such parties or their
assets, except as expressly set forth or contemplated in the Trust Agreement,
the Trust Certificates or the Basic Documents.   In furtherance
of and not in derogation of the foregoing, each Certificateholder, by accepting
a Trust Certificate, acknowledges and agrees that it shall have no right, title
or interest in or to any assets or interests therein of the Depositor (other
than the Trust Estate and Reserve Account relating to this transaction) conveyed
or purported to be conveyed by the Depositor to another securitization trust or
other Person or Persons in connection therewith (whether by way of a sale,
capital contribution or by virtue of the granting of a lien) (“Other
Assets”).  To the extent that, notwithstanding the agreements and
provisions contained herein, a Certificateholder either (i) asserts an interest
or claim to, or benefit from, Other Assets, whether asserted against or through
the Depositor or any other Person owned by the Depositor, or (ii) is deemed to
have any such interest, claim or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of insolvency
laws or otherwise (including by virtue of Section 1111(b) of the Federal
Bankruptcy Code or any successor provision having similar effect under the
Bankruptcy Code), and whether deemed asserted against or through the Depositor
or any other Person owned by the Depositor, then each Certificateholder, by
accepting a Trust Certificate, further acknowledges and agrees that any such
interest, claim or benefit in or from Other Assets is and shall be expressly
subordinated to the indefeasible payment in full of all obligations and
liabilities of the Depositor which, under the terms of the relevant documents
relating to the securitization of such Other Assets, are entitled to be paid
from, entitled to the benefits of, or otherwise secured by such Other Assets
(whether or not any such entitlement or security interest is legally perfected
or otherwise entitled to priority of distribution or application under
applicable law, including insolvency laws, and whether asserted against
Depositor or any other Person owned by the Depositor), including the payment of
post-petition interest on such other obligations and
liabilities.  This subordination agreement shall be deemed a
subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code.  Each Certificateholder, by acceptance of a Trust Certificate,
further acknowledges and agrees that no adequate remedy at law exists for a
breach of this paragraph and the terms of this paragraph may be enforced by an
action for specific performance.  The provisions of this paragraph
shall be for the third party benefit of those entitled to rely thereon and shall
survive the termination of the Trust Agreement.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                HYUNDAI
      AUTO RECEIVABLES TRUST 2010-A

                              	 
	 
      	 
      	 
      	 
	 
      	
                                By:

                              	
                                WILMINGTON
      TRUST COMPANY,

                              	 
	 
      	 
      	
                                not
      in its individual capacity,

                              	 
	 
      	 
      	
                                but
      solely as Owner Trustee

                              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                                Dated:_____________________________

                              	 
      	
                                By:____________________________________________

                              	 
	 
      	 
      	
                                    
      Authorized Signatory

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    OWNER
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

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

     

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	WILMINGTON TRUST
      COMPANY,	 
	 	as
      Owner Trustee
	 	 	 	 
	 	 	 	 
	 	By:	___________________________________________	 
	 	 	
                                            Name:

                                            Title:

                                          	 
	 	 	 	 
	 	OR	 	 
	 	 	 	 
	 	CITIBANK,
      N.A.,	 
	 	
                                            as
      Authenticating Agent for the Owner Trustee 

                                          	 
	 	 	 	 
	 	 	 	 
	 	By: 	___________________________________________ 	 
	 	 	
                                            Name:

                                            Title: 

                                          	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            A-6

            
              

            

          

          
            
            

          

        

      

    

     

    ASSIGNMENT

     

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

     

     

    
      
        

      

    

    PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

     

    
      
        

      

    

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

     

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

     

    Dated:  ______________________

     

    Signature
Guaranteed:

     

     

    ______________________________________

     

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

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
B

    


    [RESERVED]

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
C

     

    FORM OF
TRANSFEREE CERTIFICATE

     

    [          ],
20__

     

    
      Hyundai
Auto Receivables Trust 2010-A,

    

    
      as
Issuer

    

    
      c/o
Wilmington Trust Company,

    

    as Owner
Trustee

     

    Wilmington
Trust Company,

    as Owner
Trustee

     

    Ladies
and Gentlemen:

     

    In
connection with our proposed purchase of [     ]%
Certificate Percentage Interest Asset Backed Trust Certificates (the “Trust
Certificates”) of Hyundai Auto Receivables Trust 2010-A (the “Issuer”), a trust
formed by Hyundai ABS Funding Corporation (the “Depositor”), we confirm
that:

     

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

     

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

     

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

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

    j.           No
Trust Certificate will be acquired or held by or for the account of (i) an
employee benefit plan (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), that is subject to the
provisions of Title I of ERISA, (ii) 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 or (iii) any entity whose underlying assets include
plan assets by reason of an employee benefit plan’s or a plan’s investment in
the entity.  Each Person who acquires any Trust Certificate or
interest therein will certify that the foregoing conditions are
satisfied.

     

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

     

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

     

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

     

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

     

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

     

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	Very
      truly yours,
	 	 	 	 
	 	 	 	 
	 	By:	___________________________________________	 
	 	 	
                                            Name:

                                            Title:

                                          	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            C-3

            
              

            

          

          
            
            



        

      

    

    EXHIBIT
D

     

    FORM OF
CERTIFICATE OF TRUST OF

    HYUNDAI
AUTO RECEIVABLES TRUST 2010-A

     

    This
CERTIFICATE OF TRUST of HYUNDAI AUTO RECEIVABLES TRUST 2010-A (the “Trust”), is
being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as owner trustee, to form a statutory trust under the Delaware
Statutory Trust Act (12 Del. Code, ss. 3801 et seq.) (the “Act”).

     

    1.           Name.  The
name of the statutory trust formed hereby is HYUNDAI AUTO RECEIVABLES TRUST
2010-A.

     

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

     

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

     

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

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	WILMINGTON TRUST
      COMPANY,	 
	 	as
      owner trustee
	 	 	 	 
	 	 	 	 
	 	By:	___________________________________________	 
	 	 	
                                            Name:

                                            Title:

                                          	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            D-1