Exhibit
        4.2

      EXECUTION
        COPY

       

      INDENTURE

       

      between

       

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A,

       

      as
        Issuer

       

      and

       

      CITIBANK,
        N.A.,

       

      as
        Indenture Trustee

       

      Dated
        as
        of September 28, 2007

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	 	 	 	 	
                Page

              
	
                ARTICLE
                  I.

              	 	
                DEFINITIONS
                  AND INCORPORATION BY REFERENCE

              	 	
                2

              
	 	 	 	 	 
	
                Section
                  1.01

              	 	
                Definition

              	 	
                2

              
	
                Section
                  1.02

              	 	
                Rules
                  of Construction

              	 	
                9

              
	
                Section
                  1.03

              	 	
                Incorporation
                  by Reference of Trust Indenture Act

              	 	
                9

              
	 	 	 	 	 
	
                ARTICLE
                  II.

              	 	
                THE
                  NOTES

              	 	
                10

              
	
                Section
                  2.01

              	 	
                Form

              	 	
                10

              
	
                Section
                  2.02

              	 	
                Execution,
                  Authentication and Delivery

              	 	
                10

              
	
                Section
                  2.03

              	 	
                Temporary
                  Notes

              	 	
                11

              
	
                Section
                  2.04

              	 	
                Registration;
                  Registration of Transfer and Exchange

              	 	
                11

              
	
                Section
                  2.05

              	 	
                [Reserved]

              	 	
                13

              
	
                Section
                  2.06

              	 	
                Mutilated,
                  Destroyed, Lost or Stolen Notes

              	 	
                13

              
	
                Section
                  2.07

              	 	
                Persons
                  Deemed Owners

              	 	
                13

              
	
                Section
                  2.08

              	 	
                Payment
                  of Principal and Interest; Defaulted Interest

              	 	
                14

              
	
                Section
                  2.09

              	 	
                Cancellation

              	 	
                14

              
	
                Section
                  2.10

              	 	
                Book-Entry
                  Notes

              	 	
                15

              
	
                Section
                  2.11

              	 	
                Notices
                  to Clearing Agency

              	 	
                15

              
	
                Section
                  2.12

              	 	
                Definitive
                  Notes

              	 	
                15

              
	
                Section
                  2.13

              	 	
                Tax
                  Treatment

              	 	
                16

              
	 	 	 	 	 
	
                ARTICLE
                  III.

              	 	
                COVENANTS

              	 	
                16

              
	
                Section
                  3.01

              	 	
                Payment
                  of Principal and Interest

              	 	
                16

              
	
                Section
                  3.02

              	 	
                Maintenance
                  of Office or Agency

              	 	
                16

              
	
                Section
                  3.03

              	 	
                Money
                  for Payments To Be Held in Trust

              	 	
                17

              
	
                Section
                  3.04

              	 	
                Existence

              	 	
                18

              
	
                Section
                  3.05

              	 	
                Protection
                  of Trust Estate

              	 	
                18

              
	
                Section
                  3.06

              	 	
                Opinions
                  as to Trust Estate

              	 	
                19

              
	
                Section
                  3.07

              	 	
                Performance
                  of Obligations; Servicing of Receivables

              	 	
                19

              
	
                Section
                  3.08

              	 	
                Negative
                  Covenants

              	 	
                20

              
	
                Section
                  3.09

              	 	
                Annual
                  Statement as to Compliance

              	 	
                21

              
	
                Section
                  3.10

              	 	
                Issuer
                  May Consolidate, etc., Only on Certain Terms

              	 	
                21

              
	
                Section
                  3.11

              	 	
                Successor
                  or Transferee

              	 	
                23

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	 	 	 	 	
                Page

              
	
                Section
                  3.12

              	 	
                No
                  Other Business

              	 	
                23

              
	
                Section
                  3.13

              	 	
                No
                  Borrowing

              	 	
                23

              
	
                Section
                  3.14

              	 	
                Compliance
                  with Regulation AB

              	 	
                23

              
	
                Section
                  3.15

              	 	
                Guarantees,
                  Loans, Advances and Other Liabilities

              	 	
                23

              
	
                Section
                  3.16

              	 	
                Capital
                  Expenditures

              	 	
                24

              
	
                Section
                  3.17

              	 	
                Removal
                  of Administrator

              	 	
                24

              
	
                Section
                  3.18

              	 	
                Restricted
                  Payments

              	 	
                24

              
	
                Section
                  3.19

              	 	
                Notice
                  of Events of Default

              	 	
                24

              
	
                Section
                  3.20

              	 	
                Further
                  Instruments and Acts

              	 	
                24

              
	 	 	 	 	 
	
                ARTICLE
                  IV.

              	 	
                SATISFACTION
                  AND DISCHARGE

              	 	
                24

              
	
                Section
                  4.01

              	 	
                Satisfaction
                  and Discharge of Indenture

              	 	
                24

              
	
                Section
                  4.02

              	 	
                Application
                  of Trust Money

              	 	
                25

              
	
                Section
                  4.03

              	 	
                Repayment
                  of Moneys Held by Paying Agent

              	 	
                26

              
	
                Section
                  4.04

              	 	
                Release
                  of Collateral

              	 	
                26

              
	 	 	 	 	 
	
                ARTICLE
                  V.

              	 	
                REMEDIES

              	 	
                26

              
	
                Section
                  5.01

              	 	
                Events
                  of Default

              	 	
                26

              
	
                Section
                  5.02

              	 	
                Acceleration
                  of Maturity; Rescission and Annulment

              	 	
                27

              
	
                Section
                  5.03

              	 	
                Collection
                  of Indebtedness and Suits for Enforcement by Indenture
                  Trustee

              	 	
                28

              
	
                Section
                  5.04

              	 	
                Remedies;
                  Priorities

              	 	
                30

              
	
                Section
                  5.05

              	 	
                Optional
                  Preservation of the Receivables

              	 	
                32

              
	
                Section
                  5.06

              	 	
                Limitation
                  of Suits

              	 	
                33

              
	
                Section
                  5.07

              	 	
                Unconditional
                  Rights of Noteholders To Receive Principal and Interest

              	 	
                33

              
	
                Section
                  5.08

              	 	
                Restoration
                  of Rights and Remedies

              	 	
                33

              
	
                Section
                  5.09

              	 	
                Rights
                  and Remedies Cumulative

              	 	
                34

              
	
                Section
                  5.10

              	 	
                Delay
                  or Omission Not a Waiver

              	 	
                34

              
	
                Section
                  5.11

              	 	
                Control
                  by the Noteholders

              	 	
                34

              
	
                Section
                  5.12

              	 	
                Waiver
                  of Past Defaults

              	 	
                34

              
	
                Section
                  5.13

              	 	
                Undertaking
                  for Costs

              	 	
                35

              
	
                Section
                  5.14

              	 	
                Waiver
                  of Stay or Extension Laws

              	 	
                35

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        TABLE
          OF CONTENTS

        (continued)

         

      

      
        	 	 	 	 	
                Page

              
	
                Section
                  5.15

              	 	
                Action
                  on Notes

              	 	
                35

              
	
                Section
                  5.16

              	 	
                Performance
                  and Enforcement of Certain Obligations

              	 	
                35

              
	 	 	 	 	 
	
                ARTICLE
                  VI.

              	 	
                THE
                  INDENTURE TRUSTEE

              	 	
                36

              
	
                Section
                  6.01

              	 	
                Duties
                  of Indenture Trustee

              	 	
                36

              
	
                Section
                  6.02

              	 	
                Rights
                  of Indenture Trustee

              	 	
                38

              
	
                Section
                  6.03

              	 	
                Individual
                  Rights of Indenture Trustee

              	 	
                39

              
	
                Section
                  6.04

              	 	
                Indenture
                  Trustee’s Disclaimer

              	 	
                39

              
	
                Section
                  6.05

              	 	
                Notice
                  of Defaults

              	 	
                39

              
	
                Section
                  6.06

              	 	
                Reports
                  by Indenture Trustee to Holders

              	 	
                39

              
	
                Section
                  6.07

              	 	
                Compensation
                  and Indemnity

              	 	
                39

              
	
                Section
                  6.08

              	 	
                Replacement
                  of Indenture Trustee

              	 	
                40

              
	
                Section
                  6.09

              	 	
                Successor
                  Indenture Trustee by Merger

              	 	
                41

              
	
                Section
                  6.10

              	 	
                Appointment
                  of Co-Indenture Trustee or Separate Indenture Trustee

              	 	
                41

              
	
                Section
                  6.11

              	 	
                Eligibility;
                  Disqualification

              	 	
                42

              
	
                Section
                  6.12

              	 	
                [Reserved]

              	 	
                43

              
	
                Section
                  6.13

              	 	
                Preferential
                  Collection of Claims Against Issuer

              	 	
                43

              
	
                Section
                  6.14

              	 	
                Waiver
                  of Setoffs

              	 	
                43

              
	 	 	 	 	 
	
                ARTICLE
                  VII.

              	 	
                NOTEHOLDERS’
                  LISTS AND REPORTS

              	 	
                43

              
	
                Section
                  7.01

              	 	
                Note
                  Registrar To Furnish Names and Address of Noteholders

              	 	
                43

              
	
                Section
                  7.02

              	 	
                Preservation
                  of Information; Communications to Noteholders

              	 	
                43

              
	
                Section
                  7.03

              	 	
                Reports
                  by Issuer

              	 	
                44

              
	
                Section
                  7.04

              	 	
                Reports
                  by Indenture Trustee

              	 	
                44

              
	 	 	 	 	 
	
                ARTICLE
                  VIII.

              	 	
                ACCOUNTS,
                  DISBURSEMENTS AND RELEASES

              	 	
                45

              
	
                Section
                  8.01

              	 	
                Collection
                  of Money

              	 	
                45

              
	
                Section
                  8.02

              	 	
                Trust
                  Accounts

              	 	
                45

              
	
                Section
                  8.03

              	 	
                General
                  Provisions Regarding Accounts

              	 	
                46

              
	
                Section
                  8.04

              	 	
                Release
                  of Trust Estate

              	 	
                47

              
	
                Section
                  8.05

              	 	
                Opinion
                  of Counsel

              	 	
                47

              


      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	 	 	 	 	
                Page

              
	
                ARTICLE
                  IX.

              	 	
                SUPPLEMENTAL
                  INDENTURES

              	 	
                47

              
	
                Section
                  9.01

              	 	
                Supplemental
                  Indentures Without Consent of Noteholders

              	 	
                47

              
	
                Section
                  9.02

              	 	
                Supplemental
                  Indentures with Consent of Noteholders

              	 	
                49

              
	
                Section
                  9.03

              	 	
                Execution
                  of Supplemental Indentures

              	 	
                50

              
	
                Section
                  9.04

              	 	
                Effect
                  of Supplemental Indenture

              	 	
                50

              
	
                Section
                  9.05

              	 	
                Reference
                  in Notes to Supplemental Indentures

              	 	
                50

              
	
                Section
                  9.06

              	 	
                Conformity
                  with Trust Indenture Act

              	 	
                51

              
	 	 	 	 	 
	
                ARTICLE
                  X.

              	 	
                REDEMPTION
                  OF NOTES

              	 	
                51

              
	 	 	 	 	 
	
                Section
                  10.01

              	 	
                Redemption

              	 	
                51

              
	
                Section
                  10.02

              	 	
                Form
                  of Redemption Notice

              	 	
                51

              
	
                Section
                  10.03

              	 	
                Notes
                  Payable on Redemption Date

              	 	
                51

              
	 	 	 	 	 
	
                ARTICLE
                  XI.

              	 	
                MISCELLANEOUS

              	 	
                52

              
	
                Section
                  11.01

              	 	
                Compliance
                  Certificates and Opinions, etc

              	 	
                52

              
	
                Section
                  11.02

              	 	
                Form
                  of Documents Delivered to Indenture Trustee

              	 	
                53

              
	
                Section
                  11.03

              	 	
                Acts
                  of Noteholders

              	 	
                54

              
	
                Section
                  11.04

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

              	 	
                55

              
	
                Section
                  11.05

              	 	
                Notices
                  to Noteholders; Waiver

              	 	
                55

              
	
                Section
                  11.06

              	 	
                Alternate
                  Payment and Notice Provisions

              	 	
                56

              
	
                Section
                  11.07

              	 	
                Effect
                  of Headings and Table of Contents

              	 	
                56

              
	
                Section
                  11.08

              	 	
                Successors
                  and Assigns

              	 	
                56

              
	
                Section
                  11.09

              	 	
                Separability

              	 	
                56

              
	
                Section
                  11.10

              	 	
                Benefits
                  of Indenture

              	 	
                56

              
	
                Section
                  11.11

              	 	
                Legal
                  Holidays

              	 	
                56

              
	
                Section
                  11.12

              	 	
                GOVERNING
                  LAW

              	 	
                56

              
	
                Section
                  11.13

              	 	
                Counterparts

              	 	
                57

              
	
                Section
                  11.14

              	 	
                Recording
                  of Indenture

              	 	
                57

              
	
                Section
                  11.15

              	 	
                Trust
                  Obligation

              	 	
                57

              
	
                Section
                  11.16

              	 	
                No
                  Petition

              	 	
                58

              
	
                Section
                  11.17

              	 	
                Inspection

              	 	
                58

              
	
                Section
                  11.18

              	 	
                Conflict
                  with Trust Indenture Act

              	 	
                58

              
	
                Section
                  11.19

              	 	
                Limitation
                  of Liability

              	 	
                58

              


      

       

      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

       

      
        TABLE
          OF CONTENTS

        (continued)

         

      

      
        	 	 	 	 	
                Page

              
	
                Section
                  11.20

              	 	
                Representations
                  and Warranties

              	 	
                59

              
	
                Section
                  11.21

              	 	
                Limitation
                  of Rights

              	 	
                60

              


      

       

      EXHIBITS

      
        	
                SCHEDULE
                  A

              	 	
                Schedule
                  of Receivables

              
	
                EXHIBIT
                  A-1

              	 	
                Form
                  of Class A-1 Note

              
	
                EXHIBIT
                  A-2a

              	 	
                Form
                  of Class A-2a Note

              
	
                EXHIBIT
                  A-2b

              	 	
                Form
                  of Class A-2b Note

              
	
                EXHIBIT
                  A-3a

              	 	
                Form
                  of Class A-3a Note

              
	
                EXHIBIT
                  A-3b

              	 	
                Form
                  of Class A-3b Note

              
	
                EXHIBIT
                  A-4

              	 	
                Form
                  of Class A-4 Note

              
	
                EXHIBIT
                  B

              	 	
                Form
                  of the Note Depository Agreement

              


      

      


      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

      

       

      THIS
        INDENTURE, dated as of September 28, 2007, is between HYUNDAI AUTO RECEIVABLES
        TRUST 2007-A, a Delaware statutory trust (the “Issuer”),
        and
        CITIBANK,
        N.A., a
        national banking association, as trustee and not in its individual capacity
        (the
“Indenture
        Trustee”).

       

      Each
        party agrees as follows for the benefit of the other party and for the equal
        and
        ratable benefit of the Holders of the Issuer’s 5.29050% Asset Backed Notes,
        Class A-1 (the “Class A-1 Notes”), 5.11% Asset Backed Notes, Class A-2a (the
“Class A-2a Notes”), LIBOR + 0.35% Asset Backed Notes, Class A-2b (the “Class
        A-2b Notes,” and together with the Class A-2a Notes, the “Class A-2 Notes”),
        5.04% Asset Backed Notes, Class A-3a (the “Class A-3a Notes”), LIBOR + 0.40%
        Asset Backed Notes, Class A-3b (the “Class A-3b Notes,” and together with the
        Class A-3a Notes, the “Class A-3 Notes”) and 5.21% Asset Backed Notes, Class A-4
        (the “Class A-4 Notes,” and together with the Class A-1 Notes, Class A-2 Notes
        and Class A-3 Notes, the “Notes”):

       

      GRANTING
        CLAUSE

       

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

       

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

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

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

       

      ARTICLE
        I.

      DEFINITIONS
        AND INCORPORATION BY REFERENCE

       

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

       

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

       

      “Administration
        Agreement”
means
        the Owner Trust Administration Agreement, dated as of September 28, 2007
        among
        the Administrator, the Issuer and the Indenture Trustee, as amended,
        supplemented, amended and restated or otherwise modified from time to
        time.

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Class
        A-1 Notes”
means
        the 5.29050% Asset Backed Notes, Class A-1, substantially in the form of
        Exhibit
        A-1.

       

      “Class
        A-1 Rate”
means
        5.29050% per annum, computed on the basis of the actual number of days elapsed
        in the related Interest Accrual Period.

       

      “Class
        A-2 Notes”
means,
        collectively, the Class A-2a Notes and the Class A-2b Notes.

       

      “Class
        A-2a Notes”
means
        the 5.11% Asset Backed Notes, Class A-2a, substantially in the form of
Exhibit
        A-2a.

       

      “Class
        A-2a Rate”
means
        5.11% per annum, computed on the basis of a 360-day year consisting of twelve
        30-day months.

       

      “Class
        A-2b Notes”
means
        the LIBOR + 0.35% Asset Backed Notes, Class A-2b, substantially in the form
        of
Exhibit
        A-2b.

       

      “Class
        A-2b Rate”
means
        LIBOR + 0.35% per annum computed on the basis of the actual number of days
        elapsed in the related Interest Accrual Period.

       

      “Class
        A-3 Notes”
means,
        collectively, the Class A-3a Notes and the Class A-3b Notes.

       

      “Class
        A-3a Notes”
means
        the 5.04% Asset Backed Notes, Class A-3a, substantially in the form of
Exhibit
        A-3a.

       

      “Class
        A-3a Rate”
means
        5.04% per annum, computed on the basis of a 360-day year consisting of twelve
        30-day months.

       

      “Class
        A-3b Notes”
means
        the LIBOR + 0.40% Asset Backed Notes, Class A-3b, substantially in the form
        of
Exhibit
        A-3b.

       

      “Class
        A-3b Rate”
means
        LIBOR + 0.40% per annum computed on the basis of the actual number of days
        elapsed in the related Interest Accrual Period.

       

      “Class
        A-4 Notes”
means
        the 5.21% Asset Backed Notes, Class A-4, substantially in the form of
Exhibit
        A-4.

       

      “Class
        A-4 Rate”
means
        5.21% per annum, computed on the basis of a 360-day year consisting of twelve
        30-day months.

       

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

       

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

       

      “Closing
        Date”
means
        September 28, 2007.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      “Corporate
        Trust Office”
means
        the principal office of the Indenture Trustee at which at any particular
        time
        its corporate trust business is administered, which office at the date of
        execution of this Agreement is located at (a) solely for the purposes of
        the transfer, surrender or exchange of Notes, 111 Wall Street, 15th
        Floor
        Window, New York, New York 10005, Attention: Structured Finance Agency and
        Trust-Hyundai Auto Receivables Trust 2007-A and (b) for all other purposes
        388 Greenwich Street, 14th
        Floor,
        New York, New York 10013, facsimile number (212) 816-5527; or at such other
        address as the Indenture Trustee may designate from time to time by notice
        to
        the Noteholders and the Issuer, or the principal corporate trust office of
        any
        successor Indenture Trustee at the address designated by such successor
        Indenture Trustee by notice to the Noteholders and the Issuer.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      “Issuer”
means
        Hyundai Auto Receivables Trust 2007-A until a successor replaces it and,
        thereafter, means the successor and, for purposes of any provision contained
        herein and required by the TIA, each other obligor on the Notes.

       

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

       

      “LIBOR”
means,
        with respect to any Interest Period, the London interbank offered rate for
        deposits in U.S. dollars having a maturity of one month commencing on the
        related LIBOR Determination Date which appeared on Reuters Telerate successor
        page 3750 as of 11:00 a.m., London time, on such LIBOR Determination Date
        as
        reported by Bloomberg Professional(R) Service or any other page as may replace
        that page on Bloomberg Professional(R) Service. If the rates used to determine
        LIBOR do not appear on the Bloomberg Professional(R) Service, the rates for
        that
        day will be determined on the basis of the rates at which deposits in U.S.
        dollars, having a maturity of one month and in a principal amount of not
        less
        than U.S. $1,000,000 are offered at approximately 11:00 a.m. London time,
        on
        such LIBOR Determination Date to prime banks in the London interbank market
        by
        the reference banks. The Indenture Trustee will request the principal London
        office of each of such reference banks to provide a quotation of its rate.
        If at
        least two such quotations are provided, the rate for that day will be the
        arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five
        one-millionths of a percentage point rounded upward, of all such quotations.
        If
        fewer than two such quotations are provided, the rate for that day will be
        the
        arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five
        one-millionths of a percentage point rounded upward, of the offered per annum
        rates that one or more leading banks in New York City, selected by the Indenture
        Trustee (after consulting with the Servicer), are quoting as of approximately
        11:00 a.m., New York City time, on such LIBOR Determination Date to leading
        European banks for United States dollar deposits for that maturity; provided,
        that if
        the banks selected as aforesaid are not quoting as mentioned in this sentence,
        LIBOR in effect for the applicable Interest Period will be LIBOR in effect
        for
        the previous Interest Period. The reference banks are the four major banks
        in
        the London interbank market selected by the Indenture Trustee (after
        consultation with the Servicer).

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

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

       

      “Note
        Depository Agreement”
means
        the agreement dated September 28, 2007 among the Issuer, the Administrator,
        the
        Indenture Trustee and The Depository Trust Company, as the initial Clearing
        Agency, relating to the Notes, substantially in the form of Exhibit
        B.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      “Payment
        Date”
means
        the 15th
        day of
        each month, or if any such date is not a Business Day, the next succeeding
        Business Day, commencing October 15, 2007.

       

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

       

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

       

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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      “Sale
        and Servicing Agreement”
means
        the Sale and Servicing Agreement, dated as of September 28, 2007, among the
        Issuer, the Depositor, HMFC, as Seller and Servicer, and the Indenture Trustee,
        as amended, supplemented, amended and restated or otherwise modified from
        time
        to time.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (c) “or”
is
        not exclusive;

       

      (d) “including”
        means including without limitation;

       

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

       

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

       

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

       

      “Commission”
means
        the Securities and Exchange Commission.

       

      “indenture
        securities”
means
        the Notes.

       

      “indenture
        security holder”
means
        a
        Noteholder.

       

      “indenture
        to be qualified”
means
        this Indenture.

       

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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      ARTICLE
        II.

      THE
        NOTES

       

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

       

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

       

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

       

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

       

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

       

      The
        Indenture Trustee shall upon Issuer Order authenticate and deliver Class
        A-1
        Notes for original issue in an aggregate principal amount of $201,000,000.00,
        Class A-2a Notes for original issue in an aggregate principal amount of
        $120,000,000.00, Class A-2b Notes for original issue in an aggregate principal
        amount of $79,000,000.00, Class A-3a Notes for original issue in an aggregate
        principal amount of $210,000,000.00, Class A-3b Notes for original issue
        in an
        aggregate principal amount of $71,000,000.00 and Class A-4 Notes for original
        issue in an aggregate principal amount of $177,841,000.00. The aggregate
        principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes,
        Class
        A-3a Notes, Class A-3b Notes and Class A-4 Notes outstanding at any time
        may not
        exceed such respective amounts except as provided in Section
        2.06.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      Section
        2.05 [Reserved].

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      Section
        2.08 Payment
        of Principal and Interest; Defaulted Interest.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      ARTICLE
        III.

      COVENANTS

       

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

       

      Section
        3.02 Maintenance
        of Office or Agency.
        The
        Issuer will maintain in the Borough of Manhattan, The City of New York, an
        office or agency where Notes may be surrendered for registration of transfer
        or
        exchange, and where notices and demands to or upon the Issuer in respect
        of the
        Notes and this Indenture may be served. Such office will initially be located
        at
        (a) solely for the purposes of the transfer, surrender or exchange of
        Notes, Citibank, N.A., 111 Wall Street, 15th
        Floor
        Window, New York, New York 10005, Attention: Structured Finance Agency and
        Trust-Hyundai Auto Receivables Trust 2007-A and (b) for all other purposes
        Citibank N.A., 388 Greenwich Street, 14th
        Floor,
        New York, New York 10013, Attention: Structured Finance Agency and Trust-Hyundai
        Auto Receivables Trust 2007-A. The Issuer will give prompt written notice
        to the
        Indenture Trustee of the location, and of any change in the location, of
        any
        such office or agency. If at any time the Issuer shall fail to maintain any
        such
        office or agency or shall fail to furnish the Indenture Trustee with the
        address
        thereof, such surrenders, notices and demands may be made or served at the
        Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
        as
        its agent to receive all such surrenders, notices and demands.

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      (c) enforce
        any of the Collateral; or

       

      
        
          
          

        

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

       

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

       

      Section
        3.06 Opinions
        as to Trust Estate.

       

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

       

      (b) On
        or
        before April 30 in each calendar year, beginning in 2008, the Issuer shall
        furnish or cause to be furnished to the Indenture Trustee an Opinion of Counsel
        either stating that, in the opinion of such counsel, such action has been
        taken
        with respect to the recording, filing, re-recording and re-filing of this
        Indenture, any indentures supplemental hereto and any other requisite documents
        and with respect to the execution and filing of any financing statements
        and
        continuation statements as is necessary to maintain the lien and security
        interest created by this Indenture and reciting the details of such action,
        or
        stating that in the opinion of such counsel no such action is necessary to
        maintain such lien and security interest. Such Opinion of Counsel shall also
        describe the recording, filing, re-recording and refiling of this Indenture,
        any
        indentures supplemental hereto and any other requisite documents and the
        execution and filing of any financing statements and continuation statements
        that will, in the opinion of such counsel, be required to maintain the lien
        and
        security interest of this Indenture until April 30 in the following calendar
        year.

       

      Section
        3.07 Performance
        of Obligations; Servicing of Receivables.

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      (e) [Reserved].

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      Section
        3.09 Annual
        Statement as to Compliance.
        The
        Issuer will deliver to the Indenture Trustee and the Rating Agencies, within
        120
        days after the end of each fiscal year of the Issuer (commencing with the
        calendar year of 2008), an Officer’s Certificate stating, as to the Authorized
        Officer signing such Officer’s Certificate, that:

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      Section
        3.11 Successor
        or Transferee.

       

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

       

      (b) Upon
        a
        conveyance or transfer of all the assets and properties of the Issuer pursuant
        to Section
        3.10(b),
        Hyundai
        Auto Receivables Trust 2007-A will be released from every covenant and agreement
        of this Indenture to be observed by or performed on the part of the Issuer
        with
        respect to the Notes immediately upon the delivery of written notice to the
        Indenture Trustee stating that Hyundai Auto Receivables Trust 2007-A is to
        be so
        released.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      ARTICLE
        IV.

      SATISFACTION
        AND DISCHARGE

       

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

       

      (i) either:

       

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

       

      
        
          
          

        

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

       

      (1) have
        become due and payable,

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      ARTICLE
        V.

      REMEDIES

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      Section
        5.02 Acceleration
        of Maturity; Rescission and Annulment.

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      (C) any
        Net
        Swap Payments and any Swap Termination Payments then due and payable to the
        Swap
        Counterparty under the Interest Rate Swap Agreement; and

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Section
        5.04 Remedies;
        Priorities.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      (3) the
        Indenture Trustee

       

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

       

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

       

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

       

      (b) (1) Notwithstanding
        the provisions of Section
        8.02,
        following the occurrence and during the continuation of an Event of Default
        specified in Section
        5.01(a),
        5.01(b),
        5.01(d)
        or
5.01(e)
        which
        has resulted in an acceleration of the Notes (or following the occurrence
        of any
        such event after an Event of Default specified in Section
        5.01(c)
        has
        occurred and the Trust Estate has been liquidated), if the Indenture Trustee
        collects any money or property, it shall pay out such money or property (and
        other amounts including amounts held on deposit in the Reserve Account) held
        as
        Collateral for the benefit of the Noteholders, net of liquidation costs
        associated with the sale of the Trust Estate, in the following
        order:

       

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

       

      
        
          
          

        

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

       

      THIRD:  to
        the Swap Counterparty for any due and unpaid Net Swap Payments;

       

      FOURTH:  pro
        rata (A) to the Swap Counterparty for any due and unpaid Senior Swap Termination
        Payments and (B) pro rata, to Noteholders for amounts due and unpaid on the
        Notes in respect of interest, ratably, without preference or priority of
        any
        kind, according to the amounts due and payable on the Notes in respect of
        interest;

       

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

       

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

       

      SEVENTH:  to
        the Swap Counterparty, any due and unpaid Subordinated Swap Termination
        Payments; and

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      Section
        5.16 Performance
        and Enforcement of Certain Obligations.

       

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

       

      
        
          
          

        

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

       

      ARTICLE
        VI.

      THE
        INDENTURE TRUSTEE

       

      Section
        6.01 Duties
        of Indenture Trustee.

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      Section
        6.02 Rights
        of Indenture Trustee.

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      Section
        6.12 [Reserved].

       

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

       

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

       

      ARTICLE
        VII.

      NOTEHOLDERS’
        LISTS AND REPORTS

       

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

       

      Section
        7.02 Preservation
        of Information; Communications to Noteholders.

       

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

       

      
        
          
          

        

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

       

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

       

      Section
        7.03 Reports
        by Issuer.

       

      (a) The
        Issuer shall:

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      ARTICLE
        VIII.

      ACCOUNTS,
        DISBURSEMENTS AND RELEASES

       

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

       

      Section
        8.02 Trust
        Accounts.

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      Section
        8.04 Release
        of Trust Estate.

       

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

       

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

       

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

       

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

       

      ARTICLE
        IX.

      SUPPLEMENTAL
        INDENTURES

       

      Section
        9.01 Supplemental
        Indentures Without Consent of Noteholders.

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      (v) to
        cure
        any ambiguity, to correct or supplement any provision herein or in any
        supplemental indenture that may be inconsistent with any other provision
        herein
        or in any supplemental indenture or with the
        Prospectus dated September 18, 2007 or the Prospectus Supplement dated September
        21, 2007 or
        to
        make any other provisions with respect to matters or questions arising under
        this Indenture or in any supplemental indenture; provided, that such action
        shall not adversely affect the interests of the Holders of the
        Notes;

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      (c) Notwithstanding
        the foregoing, no amendment under this Section
        9.01
        shall
        materially and adversely affect the rights or obligations of the Swap
        Counterparty under this Indenture unless the Swap Counterparty shall have
        consented in writing to such action.

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      ARTICLE
        X.

      REDEMPTION
        OF NOTES

       

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

       

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

       

      All
        notices of redemption shall state:

       

      (a) the
        Redemption Date;

       

      (b) the
        Redemption Price;

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      ARTICLE
        XI.

      MISCELLANEOUS

       

      Section
        11.01 Compliance
        Certificates and Opinions, etc.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      Section
        11.03 Acts
        of Noteholders.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      (b) the
        Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient
        for
        every purpose hereunder if in writing and mailed first-class, postage prepaid
        to
        the Issuer addressed to: Hyundai Auto Receivables Trust 2007-A, in care of
        Wilmington Trust Company, as Owner Trustee, Rodney Square North, 1100 North
        Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
        Administration, or at any other address previously furnished in writing to
        the
        Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly
        transmit any notice received by it from the Noteholders to the Indenture
        Trustee.

       

      Notices
        required to be given to the Rating Agencies by the Issuer, the Indenture
        Trustee
        or the Owner Trustee shall be in writing, personally delivered, electronically
        delivered or mailed by certified mail, return receipt requested, to (i) in
        the
        case of Moody’s, at the following address: Moody’s Investors Service, Inc., ABS
        Monitoring Department, 99 Church Street, New York, New York 10007; (ii) in
        the
        case of Standard & Poor’s, via electronic delivery to
        Servicer_reports@sandp.com or at the following address: Standard & Poor’s
        Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
        Street, New York, New York 10041, Attention of Asset Backed Surveillance
        Department; and (iii) in the case of Fitch, at the following address: Fitch,
        Inc., One State Street Plaza, New York, New York 10004; or as to each of
        the
        foregoing, at such other address as shall be designated by written notice
        to the
        other parties.

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      Section
        11.16 No
        Petition.
        The
        Indenture Trustee, by entering into this Indenture, and each Noteholder,
        by
        accepting a Note or a beneficial interest in a Note, hereby covenant and
        agree
        that they will not at any time institute against the Issuer or the Depositor,
        or
        join in any institution against the Issuer or the Depositor, of any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceedings, or other
        proceedings under any United States federal or state bankruptcy or similar
        law
        in connection with any obligations relating to the Notes, this Indenture
        or any
        of the Basic Documents.

       

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

       

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

       

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

       

      Section
        11.19 Limitation
        of Liability.
        It is
        expressly understood and agreed by the parties hereto that (a) this Indenture
        is
        executed and delivered by Wilmington Trust Company, not individually or
        personally but solely as Owner Trustee of Hyundai Auto Receivables Trust
        2007-A,
        in the exercise of the powers and authority conferred and vested in it, (b)
        each
        of the representations, undertakings and agreements herein made on the part
        of
        the Issuer is made and intended not as personal representations, undertakings
        and agreements by Wilmington Trust Company but is made and intended for the
        purpose for binding only the Issuer, (c) nothing herein contained shall be
        construed as creating any liability on Wilmington Trust Company individually
        or
        personally, to perform any covenant either expressed or implied contained
        herein, all such liability, if any, being expressly waived by the parties
        hereto
        and by any Person claiming by, through or under the parties hereto and (d)
        under
        no circumstances shall Wilmington Trust Company be personally liable for
        the
        payment of any indebtedness or expenses of the Issuer or be liable for the
        breach or failure of any obligation, representation, warranty or covenant
        made
        or undertaken by the Issuer under this Indenture or any other related
        documents.

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      Section
        11.21 Limitation
        of Rights.
        All of
        the rights of the Swap Counterparty in, to and under this Indenture or any
        other
        Basic Document (including, but not limited to, all of the Swap Counterparty’s
        rights as a third-party beneficiary of this Indenture and all of the Swap
        Counterparty’s rights to receive notice of any action hereunder or under any
        other Basic Document and to give or withhold consent to any action hereunder
        or
        under any other Basic Document) shall terminate upon the termination of the
        Interest Rate Swap Agreement in accordance with the terms thereof and the
        payment in full of all amounts owing to the Swap Counterparty under such
        Interest Rate Swap Agreement.

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

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

      
        	 	 	 
	 	HYUNDAI
                AUTO RECEIVABLES TRUST 2007-A
	 
 	 
 	 
 
	
              	By:  	WILMINGTON TRUST COMPANY,
	 	
                not
                  in its individual capacity but solely

                as
                  Owner Trustee under the Trust
                  Agreement

              


      

       

      
        	 	 	 
	
              	By:  	/s/ J.
                Christopher Murphy
	 	
                
Name:
                J. Christopher Murphy
	 	Title:
                Financial Services Officer


      

      


      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	 	CITIBANK,
                N.A.,
	 	
                not
                  in its individual capacity

                but
                  solely as Indenture Trustee

              
	 
 	 
 	 
 
	
              	By:  	/s/ Karen
                Schluter
	 	
                
Name:
                Karen Schluter
	 	Title:
                Vice President


      

       

      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      

       

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


        

      

                                                 

      BEFORE
        ME, the undersigned authority, a Notary Public in and for said county and
        state,
        on this day personally appeared J.
        Christopher Murphy
        of
        Wilmington Trust Company, not in its individual capacity but solely as Owner
        Trustee of Hyundai Auto Receivables Trust 2007-A, a Delaware statutory trust
        (the “Trust”), known to me to be the person and officer whose name is subscribed
        to the foregoing instrument and acknowledged to me that the same was the
        act of
        the said Trust, and that he/she executed the same as the act of said statutory
        trust for the purpose and consideration therein expressed, and in the capacities
        therein stated.

       

      GIVEN
        UNDER MY HAND AND 

       

      SEAL
        OF
        OFFICE, this 21st
        day of
 September,
        2007.

       

      /s/
        Amanda E. Gamble
        
Notary
        Public - State of Delaware

       

      My
        commission expires: May
        15,
        2001

       

      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      

       

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


          

        

      

       

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

       

      GIVEN
        UNDER MY HAND AND 

       

      SEAL
        OF
        OFFICE, this 21st
        day of
September,
        2007.

       

      /s/
        Zenaida Santiago

      
        

      

      Notary
        Public, State of New York

      No.
        015A6152564

      Qualified
        in Kings
        County

       

      My
        commission expires: September
        18, 2010

       

      
        
          
          

        

        
          S-4

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A 

       

      Schedule
        of Receivables

       

      [To
        be
        Delivered to the Trust at Closing]

      


      
        
          
          

        

        
          Schedule
            A-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-1 

       

      [FORM
        OF
        CLASS A-1 NOTE]

       

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

       

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

       

      
        
          	REGISTERED	
                  $__________(1)

                
	No. R-_____	
                  CUSIP
                    NO.
                    ___________

                


        

      

       

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A

       

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

       

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A, a statutory trust organized and existing under
        the laws of the State of Delaware (herein referred to as the “Issuer”), for
        value received, hereby promises to pay to Cede & Co., or registered assigns,
        the principal sum of ___________________________________ DOLLARS, payable
        on
        each Payment Date in an amount equal to the aggregate amount, if any, payable
        from the Note Distribution Account in respect of principal on the Class A-1
        Notes pursuant to Section 3.01 of the Indenture dated as of September 28,
        2007
        (the “Indenture”), between the Issuer and Citibank, N.A., a national banking
        association, as Indenture Trustee (the “Indenture Trustee”); provided,
        however,
        that
        the entire unpaid principal amount of this Note shall be due and payable
        on the
        earlier of [________] (the “Class A-1 Maturity Date”) and the Redemption Date,
        if any, Pursuant to Article X of the Indenture. Capitalized terms used but
        not
        defined herein are defined in the Indenture, which also contains rules as
        to
        construction that shall be applicable herein.

       

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

       

        
          

        

      

      
        
          	
                  1

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

                


        

      

      
         

        
          
            
            

          

          
            A-1-1

            
              

            

          

          
            
            

          

        

         

      

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

       

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

       

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

       

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

       

      Principal
        of the Class A-1 Notes will be payable on each Payment Date in an amount
        described on the face hereof. “Payment Date” means the 15th
        day of
        each month, or, if any such date is not a Business Day, the next succeeding
        Business Day, commencing October 15, 2007.

       

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

       

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

       

      
        
          
          

        

        
          A-1-2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-1-3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-1-4

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-1-5

          
            

          

        

        
          
          

        

      


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

      
        	 	 	 
	Date:
                ___________________	HYUNDAI
                AUTO RECEIVABLES TRUST 2007-A
	 
 	 
 	 
 
	
              	By:  	
                WILMINGTON
                  TRUST COMPANY,
                  not in its 

                individual
                  capacity but solely as Owner Trustee under 

                the
                  Trust Agreement,

              
	 	 	 
	 	 	 
	 	
                
Authorized
                Signatory


      

       

      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

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

      
        
          	 	 	 
	Date:
                  ___________________	
                  CITIBANK,
                    N.A.,
                    not in its individual

                
	 	
                  capacity
                    but solely as Indenture Trustee,

                
	
                	
                	
                   

                
	 	 	 
	 	By:  	
                
	 	 	
                  
                    

                  

                  Authorized
                    Signatory

                


        

         

        
          
            
            

          

          
            A-1-6

            
              

            

          

          
            
            

          

        

      

       

      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee:
        ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns
        and transfers unto: 

       

      
        

      

      (name
        and
        address of assignee)

       

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

       

      Dated:
        ________________________ */

       

      Signature
        Guaranteed:

       

        _____________________________

         

      

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

       

      
        
          
          

        

        
          A-1-7

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
        A-2a 

       

      [FORM
        OF
        CLASS A-2a NOTE]

       

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

       

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

       

      
        
          	REGISTERED	
                  $__________(2)

                
	 No.
                  R-________	
                  CUSIP
                    NO.
                    ___________

                


        

      

       

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A

       

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

       

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A, a statutory trust organized and existing under
        the laws of the State of Delaware (herein referred to as the “Issuer”),
        for
        value received, hereby promises to pay to Cede & Co., or registered assigns,
        the principal sum of ______________________________ DOLLARS, payable on each
        Payment Date in an amount equal to the aggregate amount, if any, payable
        from
        the Note Distribution Account in respect of principal on the Class A-2a Notes
        pursuant to Section 3.01 of the Indenture dated as of September 28, 2007
        (the
“Indenture”),
        between the Issuer and Citibank, N.A., a national banking association, as
        Indenture Trustee (the “Indenture
        Trustee”);
        provided,
        however,
        that
        the entire unpaid principal amount of this Note shall be due and payable
        on the
        earlier of [________] (the “Class
        A-2a Maturity Date”)
        and
        the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized
        terms used but not defined herein are defined in the Indenture, which also
        contains rules as to construction that shall be applicable herein.

       

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

       

      
        

      

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

                


        

         

      

      
        
          
          

        

        
          A-2a-1

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      Principal
        of the Class A-2a Notes will be payable on each Payment Date in an amount
        described on the face hereof. “Payment Date” means the 15th
        day of
        each month, or, if any such date is not a Business Day, the next succeeding
        Business Day, commencing October 15, 2007.

       

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

       

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

       

      
        
          
          

        

        
          A-2a-2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-2a-3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-2a-4

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-2a-5

          
            

          

        

        
          
          

        

      

      


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

      
        
          	 	 	 
	Date:
                  ___________________	HYUNDAI
                  AUTO RECEIVABLES TRUST 2007-A
	 
 	 
 	 
 
	
                	By:	
                  WILMINGTON
                    TRUST COMPANY,
                    not in its

                  individual
                    capacity but solely as Owner Trustee under 

                  the
                    Trust Agreement,

                
	 	 	 
	 	
                	
                
	 	 	
                  
                    

                  

                  Authorized
                    Signatory

                


        

         

      

      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

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

      
        
          	 	 	 
	Date:
                  ___________________	
                  CITIBANK,
                    N.A.,
                    not in its individual

                  capacity
                    but solely as Indenture Trustee,

                
	 
 	 
 	 
 
	 	By:  	
                
	 	 	
                  
                    

                  

                  Authorized
                    Signatory

                


        

         

        
          
            
            

          

          
            A-2a-6

            
              

            

          

          
            
            

          

        

      


      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee:
        __________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns
        and
        transfers unto:
        __________________________________________________________________________
         (name
        and
        address of assignee)

       

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

       

      Dated:
        ________________________ */

       

      Signature
        Guaranteed:

       

      _____________________________

       

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

       

      
        
          
          

        

        
          A-2a-7

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-2b 

       

      [FORM
        OF
        CLASS A-2b NOTE]

       

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

       

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

      
         

        
          
            	REGISTERED	
                    $__________(3)

                  
	 No.
                    R-________	
                    CUSIP
                      NO.
                      ___________

                  


          

        

         

      

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A

       

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

       

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A, a statutory trust organized and existing under
        the laws of the State of Delaware (herein referred to as the “Issuer”),
        for
        value received, hereby promises to pay to Cede & Co., or registered assigns,
        the principal sum of ______________________________ DOLLARS, payable on each
        Payment Date in an amount equal to the aggregate amount, if any, payable
        from
        the Note Distribution Account in respect of principal on the Class A-2b Notes
        pursuant to Section 3.01 of the Indenture dated as of September 28, 2007
        (the
“Indenture”),
        between the Issuer and Citibank, N.A., a national banking association, as
        Indenture Trustee (the “Indenture
        Trustee”);
        provided,
        however,
        that
        the entire unpaid principal amount of this Note shall be due and payable
        on the
        earlier of [________] (the “Class
        A-2b Maturity Date”)
        and
        the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized
        terms used but not defined herein are defined in the Indenture, which also
        contains rules as to construction that shall be applicable herein.

       

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

       

      
        

      

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

              


      

       

      
        
          
          

        

        
          A-2b-1

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      Principal
        of the Class A-2b Notes will be payable on each Payment Date in an amount
        described on the face hereof. “Payment Date” means the 15th
        day of
        each month, or, if any such date is not a Business Day, the next succeeding
        Business Day, commencing October 15, 2007.

       

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

       

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

       

      
        
          
          

        

        
          A-2b-2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-2b-3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-2b-4

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-2b-5

          
            

          

        

        
          
          

        

      

      


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

      
        
          
            	 	 	 
	Date:
                    ___________________	HYUNDAI
                    AUTO RECEIVABLES TRUST 2007-A
	 
 	 
 	 
 
	
                  	By:	
                    WILMINGTON
                      TRUST COMPANY,
                      not in its

                    individual
                      capacity but solely as Owner Trustee under 

                    the
                      Trust Agreement,

                  
	 	 	 
	 	
                  	
                  
	 	 	
                    
                      

                    

                    Authorized
                      Signatory

                  


          

           

        

        TRUSTEE’S
          CERTIFICATE OF AUTHENTICATION

         

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

        
          
            	 	 	 
	Date:
                    ___________________	
                    CITIBANK,
                      N.A.,
                      not in its individual

                    capacity
                      but solely as Indenture Trustee,

                  
	 
 	 
 	 
 
	 	By:  	
                  
	 	 	
                    
                      

                    

                    Authorized
                      Signatory

                  


          

           

          
            
              
              

            

            
              A-2b-6

              
                

              

            

            
              
              

            

          

        

      

       

      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee:
        __________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns
        and
        transfers unto:
        __________________________________________________________________________
         (name
        and
        address of assignee)

       

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

       

      Dated:
        ________________________ */

       

      Signature
        Guaranteed:

       

      _____________________________

       

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

       

      
        
          
          

        

        
          A-2b-7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-3a

       

      [FORM
        OF
        CLASS A-3a NOTE]

       

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

       

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

      
        
           

          
            
              	REGISTERED	
                      $__________(4)

                    
	 No.
                      R-________	
                      CUSIP
                        NO.
                        ___________

                    


            

          

           

        

      

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A

       

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

       

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A, a statutory trust organized and existing under
        the laws of the State of Delaware (herein referred to as the “Issuer”), for
        value received, hereby promises to pay to Cede & Co. or registered assigns,
        the principal sum of ______________________________ DOLLARS, payable on each
        Payment Date in an amount equal to the aggregate amount, if any, payable
        from
        the Note Distribution Account in respect of principal on the Class A-3a Notes
        pursuant to Section 3.01 of the Indenture dated as of September 28, 2007
        (the
“Indenture”), between the Issuer and Citibank, N.A., a national banking
        association, as Indenture Trustee (the “Indenture Trustee”); provided,
        however,
        that
        the entire unpaid principal amount of this Note shall be due and payable
        on the
        earlier of [________] (the “Class A-3a Maturity Date”) and the Redemption Date,
        if any, pursuant to Article X of the Indenture. Capitalized terms used but
        not
        defined herein are defined in the Indenture, which also contains rules as
        to
        construction that shall be applicable herein.

       

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

       

      
        
          

        

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

                    


            

          

        

         

        
          
            
            

          

          
            A-3a-1

            
              

            

          

          
            
            

          

        

         

      

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

       

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

       

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

       

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

       

      Principal
        of the Class A-3a Notes will be payable on each Payment Date in an amount
        described on the face hereof. “Payment Date” means the 15th
        day of
        each month, or, if any such date is not a Business Day, the next succeeding
        Business Day, commencing October 15, 2007.

       

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

       

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

       

      
        
          
          

        

        
          A-3a-2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-3a-3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-3a-4

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-3a-5

          
            

          

        

        
          
          

        

      


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

      
        
          
            
              
                	 	 	 
	Date:
                        ___________________	HYUNDAI
                        AUTO RECEIVABLES TRUST 2007-A
	 
 	 
 	 
 
	
                      	By:	
                        WILMINGTON
                          TRUST COMPANY,
                          not in its

                        individual
                          capacity but solely as Owner Trustee under 

                        the
                          Trust Agreement,

                      
	 	 	 
	 	
                      	
                      
	 	 	
                        
                          

                        

                        Authorized
                          Signatory

                      


              

            

             

          

          TRUSTEE’S
            CERTIFICATE OF AUTHENTICATION

           

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

          
            
              	 	 	 
	Date:
                      ___________________	
                      CITIBANK,
                        N.A.,
                        not in its individual

                      capacity
                        but solely as Indenture Trustee,

                    
	 
 	 
 	 
 
	 	By:  	
                    
	 	 	
                      
                        

                      

                      Authorized
                        Signatory

                    


            

             

            
              
                
                

              

              
                A-3a-6

                
                  

                

              

              
                
                

              

            

          

        

      

       

      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee:
        __________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns
        and
        transfers unto:
        __________________________________________________________________________
         (name
        and
        address of assignee)

       

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

       

      Dated:
        ________________________ */

       

      Signature
        Guaranteed:

       

      _____________________________

       

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

       

      
        
          
          

        

        
          A-3a-7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-3b

       

      [FORM
        OF
        CLASS A-3b NOTE]

       

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

       

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

      
        
           

          
            
              	REGISTERED	
                      $__________(5)

                    
	 No.
                      R-________	
                      CUSIP
                        NO.
                        ___________

                    


            

          

           

        

      

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A

       

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

       

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A, a statutory trust organized and existing under
        the laws of the State of Delaware (herein referred to as the “Issuer”), for
        value received, hereby promises to pay to Cede & Co. or registered assigns,
        the principal sum of ______________________________ DOLLARS, payable on each
        Payment Date in an amount equal to the aggregate amount, if any, payable
        from
        the Note Distribution Account in respect of principal on the Class A-3b Notes
        pursuant to Section 3.01 of the Indenture dated as of September 28, 2007
        (the
“Indenture”), between the Issuer and Citibank, N.A., a national banking
        association, as Indenture Trustee (the “Indenture Trustee”); provided,
        however,
        that
        the entire unpaid principal amount of this Note shall be due and payable
        on the
        earlier of [________] (the “Class A-3b Maturity Date”) and the Redemption Date,
        if any, pursuant to Article X of the Indenture. Capitalized terms used but
        not
        defined herein are defined in the Indenture, which also contains rules as
        to
        construction that shall be applicable herein.

       

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

       

        
          

        

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

                  


          

           

        

      

      
        
          
          

        

        
          A-3b-1

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      Principal
        of the Class A-3b Notes will be payable on each Payment Date in an amount
        described on the face hereof. “Payment Date” means the 15th
        day of
        each month, or, if any such date is not a Business Day, the next succeeding
        Business Day, commencing October 15, 2007.

       

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

       

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

       

      
        
          
          

        

        
          A-3b-2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-3b-3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-3b-4

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-3b-5

          
            

          

        

        
          
          

        

      


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

      
        
          
            
              
                	 	 	 
	Date:
                        ___________________	HYUNDAI
                        AUTO RECEIVABLES TRUST 2007-A
	 
 	 
 	 
 
	
                      	By:	
                        WILMINGTON
                          TRUST COMPANY,
                          not in its

                        individual
                          capacity but solely as Owner Trustee under 

                        the
                          Trust Agreement,

                      
	 	 	 
	 	
                      	
                      
	 	 	
                        
                          

                        

                        Authorized
                          Signatory

                      


              

            

             

          

          TRUSTEE’S
            CERTIFICATE OF AUTHENTICATION

           

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

          
            
              	 	 	 
	Date:
                      ___________________	
                      CITIBANK,
                        N.A.,
                        not in its individual

                      capacity
                        but solely as Indenture Trustee,

                    
	 
 	 
 	 
 
	 	By:  	
                    
	 	 	
                      
                        

                      

                      Authorized
                        Signatory

                    


            

             

            
              
                
                

              

              
                A-3b-6

                
                  

                

              

              
                
                

              

            

          

        

      

       

      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee:
        __________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns
        and
        transfers unto:
        __________________________________________________________________________
         (name
        and
        address of assignee)

       

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

       

      Dated:
        ________________________ */

       

      Signature
        Guaranteed:

       

      _____________________________

       

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

       

      
        
          
          

        

        
          A-3b-7

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-4

       

      [FORM
        OF
        CLASS A-4 NOTE]

       

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

       

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

      
        
           

          
            
              	REGISTERED	
                      $__________(6)

                    
	 No.
                      R-________	
                      CUSIP
                        NO.
                        ___________

                    


            

          

           

        

      

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A

       

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

       

      HYUNDAI
        AUTO RECEIVABLES TRUST 2007-A, a statutory trust organized and existing under
        the laws of the State of Delaware (herein referred to as the “Issuer”),
        for
        value received, hereby promises to pay to Cede & Co., or registered assigns,
        the principal sum of __________________________________ DOLLARS, payable
        on each
        Payment Date in an amount equal to the aggregate amount, if any, payable
        from
        the Note Distribution Account in respect of principal on the Class A-4 Notes
        pursuant to Section 3.01 of the Indenture dated as of September 28, 2007
        (the
“Indenture”),
        between the Issuer and Citibank, N.A., a national banking association, as
        Indenture Trustee (the “Indenture
        Trustee”);
        provided,
        however,
        that
        the entire unpaid principal amount of this Note shall be due and payable
        on the
        earlier of [________] (the “Class
        A-4 Maturity Date”)
        and
        the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized
        terms used but not defined herein are defined in the Indenture, which also
        contains rules as to construction that shall be applicable herein.

       

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

       

      
        

      

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

              


      

       

      
        
          
          

        

        
          A-4-1

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      Principal
        of the Class A-4 Notes will be payable on each Payment Date in an amount
        described on the face hereof. “Payment Date” means the 15th
        day of
        each month, or, if any such date is not a Business Day, the next succeeding
        Business Day, commencing October 15, 2007.

       

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

       

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

       

      
        
          
          

        

        
          A-4-2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-4-3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-4-4

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-4-5

          
            

          

        

        
          
          

        

      

      


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

      
        
          
            
              
                
                  	 	 	 
	Date:
                          ___________________	HYUNDAI
                          AUTO RECEIVABLES TRUST 2007-A
	 
 	 
 	 
 
	
                        	By:	
                          WILMINGTON
                            TRUST COMPANY,
                            not in its

                          individual
                            capacity but solely as Owner Trustee under 

                          the
                            Trust Agreement,

                        
	 	 	 
	 	
                        	
                        
	 	 	
                          
                            

                          

                          Authorized
                            Signatory

                        


                

              

               

            

            TRUSTEE’S
              CERTIFICATE OF AUTHENTICATION

             

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

            
              
                	 	 	 
	Date:
                        ___________________	
                        CITIBANK,
                          N.A.,
                          not in its individual

                        capacity
                          but solely as Indenture Trustee,

                      
	 
 	 
 	 
 
	 	By:  	
                      
	 	 	
                        
                          

                        

                        Authorized
                          Signatory

                      


              

               

              
                
                  
                  

                

                
                  A-4-6

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

       

      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee:
        __________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns
        and
        transfers unto:
        __________________________________________________________________________
         (name
        and
        address of assignee)

       

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

       

      Dated:
        ________________________ */

       

      Signature
        Guaranteed:

       

      _____________________________

       

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

       

      
        
          
          

        

        
          A-4-7

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
        B

       

      FORM
        OF
        NOTE DEPOSITORY AGREEMENT

       

      (Letter
        of Representations)

       

      
        
          
          

        

        
          B-1