Exhibit
10.4

     

     (Multicurrency—Cross
Border)

     

    ISDA®

    International
Swap Dealers Association, Inc.

     

    MASTER
AGREEMENT

     

    dated as
of
[                ]

     

    
      
        
          
            	
                    [            ]

                  	
                    and

                  	HYUNDAI
      AUTO RECEIVABLES TRUST
	 
      	 
      	
                    20[  ]-[  ]

                  


          

        

      

    

    
    

     

    have
entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be governed by this Master Agreement, which
includes the schedule (the “Schedule”), and the documents and other confirming
evidence (each a “Confirmation”) exchanged between the parties confirming those
Transactions.

     

    Accordingly,
the parties agree as follows:—

     

    1.           Interpretation

     

    (a)          Definitions.
The terms defined in Section 14 and in the Schedule will have the meanings
therein specified for the purpose of this Master Agreement.

     

    (b)          Inconsistency.
In the event of any inconsistency between the provisions of the Schedule and the
other provisions of this Master Agreement, the Schedule will prevail. In the
event of any inconsistency between the provisions of any Confirmation and this
Master Agreement (including the Schedule), such Confirmation will prevail for
the purpose of the relevant Transaction.

     

    (c)          Single
Agreement. All Transactions are entered into in reliance on the fact that
this Master Agreement and all Confirmations form a single agreement between the
parties (collectively referred to as this “Agreement”), and the parties would
not otherwise enter into any Transactions.

     

    2.           Obligations

     

    (a)          General
Conditions.

     

    (i)           Each
party will make each payment or delivery specified in each Confirmation to be
made by it, subject to the other provisions of this Agreement.

     

    (ii)          Payments
under this Agreement will be made on the due date for value on that date in the
place of the account specified in the relevant Confirmation or otherwise
pursuant to this Agreement, in freely transferable funds and in the manner
customary for payments in the required currency. Where settlement is by delivery
(that is, other than by payment), such delivery will be made for receipt on the
due date in the manner customary for the relevant obligation unless otherwise
specified in the relevant Confirmation or elsewhere in this
Agreement.

     

    (iii)         Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect to
the other party has occurred and is continuing, (2) the condition precedent that
no Early Termination Date in respect of the relevant Transaction has occurred or
been effectively designated and (3) each other applicable condition precedent
specified in this Agreement.

     

    
      Copyright
© 1992 by International Swap Dealers Association, Inc.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)         Change of
Account. Either party may change its account for receiving a payment or
delivery by giving notice to the other party at least five Local Business Days
prior to the scheduled date for the payment or delivery to which such change
applies unless such other party gives timely notice of a reasonable objection to
such change.

     

    (c)          Netting.
If on any date amounts would otherwise be payable:—

     

    (i)           in
the same currency; and

     

    (ii)          in
respect of the same Transaction,

     

    by each
party to the other, then, on such date, each party’s obligation to make payment
of any such amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one party exceeds the
aggregate amount that would otherwise have been payable by the other party,
replaced by an obligation upon the party by whom the larger aggregate amount
would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.

     

    The
parties may elect in respect of two or more Transactions that a net amount will
be determined in respect of all amounts payable on the same date in the same
currency in respect of such Transactions, regardless of whether such amounts are
payable in respect of the same Transaction. The election may be made in the
Schedule or a Confirmation by specifying that subparagraph (ii) above will not
apply to the Transactions identified as being subject to the election, together
with the starting date (in which case subparagraph (ii) above will not, or will
cease to, apply to such Transactions from such date). This election may be made
separately for different groups of Transactions and will apply separately to
each pairing of Offices through which the parties make and receive payments or
deliveries.

     

    (d)         Deduction or
Withholding for Tax.

     

    (i)           Gross-Up.
All payments under this Agreement will be made without any deduction or
withholding for or on account of any Tax unless such deduction or withholding is
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, then in effect. If a party is so required to
deduct or withhold, then that party (“X”) will:—

     

    (1)  promptly
notify the other party (“Y”) of such requirement;

     

    (2)  pay
to the relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any
additional amount paid by X to Y under this Section 2(d)) promptly upon the
earlier of determining that such deduction or withholding is required or
receiving notice that such amount has been assessed against Y;

     

    (3)  promptly
forward to Y an official receipt (or a certified copy), or other documentation
reasonably acceptable to Y, evidencing such payment to such authorities;
and

     

    (4)  if
such Tax is an lndemnifiable Tax, pay to Y, in addition to the payment to which
Y is otherwise entitled under this Agreement, such additional amount as is
necessary to ensure that the net amount actually received by Y (free and clear
of Indemnifiable Taxes, whether assessed against X or Y) will equal the full
amount Y would have received had no such deduction or withholding been required.
However, X will not be required to pay any additional amount to Y to the extent
that it would not be required to be paid but for:—

     

    (A)     the
failure by Y to comply with or perform any agreement contained in Section
4(a)(i), 4(a)(iii) or 4(d); or

     

    (B)      the
failure of a representation made by Y pursuant to Section 3(f) to be accurate
and true unless such failure would not have occurred but for (I) any action
taken by a taxing authority, or brought in a court of competent jurisdiction, on
or after the date on which a Transaction is entered into (regardless of whether
such action is taken or brought with respect to a party to this Agreement) or
(II) a Change in Tax Law.

     

    (ii)          Liability.
If:—

     

    (1)  X
is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect
of which X would not be required to pay an additional amount to Y under Section
2(d)(i)(4);

     

    ISDA ®
1992

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2)  X
does not so deduct or withhold; and

     

    (3)  a
liability resulting from such Tax is assessed directly against X,

     

    then,
except to the extent Y has satisfied or then satisfies the liability resulting
from such Tax, Y will promptly pay to X the amount of such liability (including
any related liability for interest, but including any related liability for
penalties only if Y has failed to comply with or perform any agreement contained
in Section 4(a)(i), 4(a)(iii) or 4(d)).

     

    (e)          Default Interest;
Other Amounts. Prior to the occurrence or effective designation of an
Early Termination Date in respect of the relevant Transaction, a party that
defaults in the performance of any payment obligation will, to the extent
permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

     

    3.           Representations

     

    Each
party represents to the other party (which representations will be deemed to be
repeated by each party on each date on which a Transaction is entered into and,
in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:—

     

    (a)          Basic
Representations.

     

    (i)           Status. It
is duly organised and validly existing under the laws of the jurisdiction of its
organisation or incorporation and, if relevant under such laws, in good
standing;

     

    (ii)          Powers. It
has the power to execute this Agreement and any other documentation relating to
this Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement
to deliver and to perform its obligations under this Agreement and any
obligations it has under any Credit Support Document to which it is a party and
has taken all necessary action to authorise such execution, delivery and
performance;

     

    (iii)         No Violation or
Conflict. Such execution, delivery and performance do not violate or
conflict with any law applicable to it, any provision of its constitutional
documents, any order or judgment of any court or other agency of government
applicable to it or any of its assets or any contractual restriction binding on
or affecting it or any of its assets;

     

    (iv)         Consents.
All governmental and other consents that are required to have been obtained by
it with respect to this Agreement or any Credit Support Document to which it is
a party have been obtained and are in full force and effect and all conditions
of any such consents have been complied with; and

     

    (v)          Obligations
Binding. Its obligations under this Agreement and any Credit Support
Document to which it is a party constitute its legal, valid and binding
obligations, enforceable in accordance with their respective terms (subject to
applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws
affecting creditors’ rights generally and subject, as to enforceability, to
equitable principles of general application (regardless of whether enforcement
is sought in a proceeding in equity or at law)).

     

    (b)         Absence of
Certain Events. No Event of Default or Potential Event of Default or, to
its knowledge, Termination Event with respect to it has occurred and is
continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.

     

    (c)          Absence of
Litigation. There is not pending or, to its knowledge, threatened against
it or any of its Affiliates any action, suit or proceeding at law or in equity
or before any court, tribunal, governmental body, agency or official or any
arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support Document to which it is a
party or its ability to perform its obligations under this Agreement or such
Credit Support Document.

     

    
      ISDA ®
1992

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)          Accuracy of
Specified Information. All applicable information that is furnished in
writing by or on behalf of it to the other party and is identified for the
purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

     

    (e)          Payer Tax
Representation. Each representation specified in the Schedule as being
made by it for the purpose of this Section 3(e) is accurate and
true.

     

    (f)          Payee Tax
Representations. Each representation specified in the Schedule as being
made by it for the purpose of this Section 3(f) is accurate and
true.

     

    4.           Agreements

     

    Each
party agrees with the other that, so long as either party has or may have any
obligation under this Agreement or under any Credit Support Document to which it
is a party:—

     

    (a)          Furnish Specified
Information. It will deliver to the other party or, in certain cases
under subparagraph (iii) below, to such government or taxing authority as the
other party reasonably directs:—

     

    (i)          any
forms, documents or certificates relating to taxation specified in the Schedule
or any Confirmation;

     

    (ii)         any
other documents specified in the Schedule or any Confirmation; and

     

    (iii)        upon
reasonable demand by such other party, any form or document that may be required
or reasonably requested in writing in order to allow such other party or its
Credit Support Provider to make a payment under this Agreement or any applicable
Credit Support Document without any deduction or withholding for or on account
of any Tax or with such deduction or withholding at a reduced rate (so long as
the completion, execution or submission of such form or document would not
materially prejudice the legal or commercial position of the party in receipt of
such demand), with any such form or document to be accurate and completed in a
manner reasonably satisfactory to such other party and to be executed and to be
delivered with any reasonably required certification,

     

    in each
case by the date specified in the Schedule or such Confirmation or, if none is
specified, as soon as reasonably practicable.

     

    (b)         Maintain
Authorisations. It will use all reasonable efforts to maintain in full
force and effect all consents of any governmental or other authority that are
required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

     

    (c)          Comply with
Laws. It will comply in all material respects with all applicable laws
and orders to which it may be subject if failure so to comply would materially
impair its ability to perform its obligations under this Agreement or any Credit
Support Document to which it is a party.

     

    (d)         Tax
Agreement. It will give notice of any failure of a representation made by
it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

     

    (e)         Payment of Stamp
Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed
upon it or in respect of its execution or performance of this Agreement by a
jurisdiction in which it is incorporated, organised, managed and controlled, or
considered to have its seat, or in which a branch or office through which it is
acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”)
and will indemnify the other party against any Stamp Tax levied or imposed upon
the other party or in respect of the other party’s execution or performance of
this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax
Jurisdiction with respect to the other party.

     

    5.           Events
of Default and Termination Events

     

    (a)         Events of
Default. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an
“Event of Default”) with respect to such party:—

     

    (i)           Failure to Pay or
Deliver. Failure by the party to make, when due, any payment under this
Agreement
or delivery under Section 2(a)(i) or 2(e) required to be made by it if such
failure is not remedied
on or before the third Local Business Day after notice of such failure is given
to the party;

     

    
      ISDA ®
1992

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)         Breach of
Agreement. Failure by the party to comply with or perform any agreement
or obligation (other than an obligation to make any payment under this Agreement
or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination
Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d))
to be complied with or performed by the party in accordance with this Agreement
if such failure is not remedied on or before the thirtieth day after notice of
such failure is given to the party;

     

    (iii)        Credit Support
Default.

     

    (1)  Failure
by the party or any Credit Support Provider of such party to comply with or
perform any agreement or obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure is continuing after
any applicable grace period has elapsed;

     

    (2)  the
expiration or termination of such Credit Support Document or the failing or
ceasing of such Credit Support Document to be in full force and effect for the
purpose of this Agreement (in either case other than in accordance with its
terms) prior to the satisfaction of all obligations of such party under each
Transaction to which such Credit Support Document relates without the written
consent of the other party; or

     

    (3)  the
party or such Credit Support Provider disaffirms, disclaims, repudiates or
rejects, in whole or in part, or challenges the validity of, such Credit Support
Document;

     

    (iv)    
   Misrepresentation.
A representation (other than a representation under Section 3(e) or (f)) made or
repeated or deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit Support Document
proves to have been incorrect or misleading in any material respect when made or
repeated or deemed to have been made or repeated;

     

    (v)       
 Default under
Specified Transaction. The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party (1) defaults under a
Specified Transaction and, after giving effect to any applicable notice
requirement or grace period, there occurs a liquidation of, an acceleration of
obligations under, or an early termination of, that Specified Transaction, (2)
defaults, after giving effect to any applicable notice requirement or grace
period, in making any payment or delivery due on the last payment, delivery or
exchange date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local Business Days if
there is no applicable notice requirement or grace period) or (3) disaffirms,
disclaims, repudiates or rejects, in whole or in part, a Specified Transaction
(or such action is taken by any person or entity appointed or empowered to
operate it or act on its behalf);

     

    (vi)       
Cross
Default. If “Cross Default” is specified in the Schedule as applying to
the party, the occurrence or existence of (1) a default, event of default or
other similar condition or event (however described) in respect of such party,
any Credit Support Provider of such party or any applicable Specified Entity of
such party under one or more agreements or instruments relating to Specified
Indebtedness of any of them (individually or collectively) in an aggregate
amount of not less than the applicable Threshold Amount (as specified in the
Schedule) which has resulted in such Specified Indebtedness becoming, or
becoming capable at such time of being declared, due and payable under such
agreements or instruments, before it would otherwise have been due and payable
or (2) a default by such party, such Credit Support Provider or such Specified
Entity (individually or collectively) in making one or more payments on the due
date thereof in an aggregate amount of not less than the applicable Threshold
Amount under such agreements or instruments (after giving effect to any
applicable notice requirement or grace period);

     

    (vii)      
Bankruptcy.
The party, any Credit Support Provider of such party or any applicable Specified
Entity of such party:—

     

    ISDA ®
1992

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (1)  is
dissolved (other than pursuant to a consolidation, amalgamation or merger); (2)
becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors;
(4) institutes or has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors’ rights, or a petition is presented
for its winding-up or liquidation, and, in the case of any such proceeding or
petition instituted or presented against it, such proceeding or petition (A)
results in a judgment of insolvency or bankruptcy or the entry of an order for
relief or the making of an order for its winding-up or liquidation or (B) is not
dismissed, discharged, stayed or restrained in each case within 30 days of the
institution or presentation thereof; (5) has a resolution passed for its
winding-up, official management or liquidation (other than pursuant to a
consolidation, amalgamation or merger); (6) seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of all or substantially
all its assets or has a distress, execution, attachment, sequestration or other
legal process levied, enforced or sued on or against all or substantially all
its assets and such secured party maintains possession, or any such process is
not dismissed, discharged, stayed or restrained, in each case within 30 days
thereafter; (8) causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an analogous effect to any of
the events specified in clauses (1) to (7) (inclusive); or (9) takes any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts; or

     

    (viii)     Merger Without
Assumption. The party or any Credit Support Provider of such party
consolidates or amalgamates with, or merges with or into, or transfers all or
substantially all its assets to, another entity and, at the time of such
consolidation, amalgamation, merger or transfer:—

     

    (1)  the
resulting, surviving or transferee entity fails to assume all the obligations of
such party or such Credit Support Provider under this Agreement or any Credit
Support Document to which it or its predecessor was a party by operation of law
or pursuant to an agreement reasonably satisfactory to the other party to this
Agreement; or

     

    (2)  the
benefits of any Credit Support Document fail to extend (without the consent of
the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.

     

    (b)         Termination
Events. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any event specified below constitutes an Illegality if the event
is specified in (i) below, a Tax Event if the event is specified in (ii) below
or a Tax Event Upon Merger if the event is specified in (iii) below, and, if
specified to be applicable, a Credit Event Upon Merger if the event is specified
pursuant to (iv) below or an Additional Termination Event if the event is
specified pursuant to (v) below:—

     

    (i)          Illegality.
Due to the adoption of, or any change in, any applicable law after the date on
which a Transaction is entered into, or due to the promulgation of, or any
change in, the interpretation by any court, tribunal or regulatory authority
with competent jurisdiction of any applicable law after such date, it becomes
unlawful (other than as a result of a breach by the party of Section 4(b)) for
such party (which will be the Affected Party):—

     

    (1)  to
perform any absolute or contingent obligation to make a payment or delivery or
to receive a payment or delivery in respect of such Transaction or to comply
with any other material provision of this Agreement relating to such
Transaction; or

     

    (2)  to
perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider)
has under any Credit Support Document relating to such Transaction;

     

    (ii)         Tax Event.
Due to (x) any action taken by a taxing authority, or brought in a court of
competent jurisdiction, on or after the date on which a Transaction is entered
into (regardless of whether such action is taken or brought with respect to a
party to this Agreement) or (y) a Change in Tax Law, the party (which will be
the Affected Party) will, or there is a substantial likelihood that it will, on
the next succeeding Scheduled Payment Date (1) be required to pay to the other
party an additional amount in respect of an Indemnifiable Tax under Section
2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))
or (2) receive a payment from which an amount is required to be deducted or
withheld for or on account of a Tax (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in
respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section
2(d)(i)(4)(A) or (B));

     

    ISDA ®
1992

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)        Tax Event Upon
Merger. The party (the “Burdened Party”) on the next succeeding Scheduled
Payment Date will either (1) be required to pay an additional amount in respect
of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest
under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an
amount has been deducted or withheld for or on account of any Indemnifiable Tax
in respect of which the other party is not required to pay an additional amount
(other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
result of a party consolidating or amalgamating with, or merging with or into,
or transferring all or substantially all its assets to, another entity (which
will be the Affected Party) where such action does not constitute an event
described in Section 5(a)(viii);

     

    (iv)       Credit Event Upon
Merger. If “Credit Event Upon Merger” is specified in the Schedule as
applying to the party, such party (“X”), any Credit Support Provider of X or any
applicable Specified Entity of X consolidates or amalgamates with, or merges
with or into, or transfers all or substantially all its assets to, another
entity and such action does not constitute an event described in Section
5(a)(viii) but the creditworthiness of the resulting, surviving or transferee
entity is materially weaker than that of X, such Credit Support Provider or such
Specified Entity, as the case may be, immediately prior to such action (and, in
such event, X or its successor or transferee, as appropriate, will be the
Affected Party); or

     

    (v)        Additional
Termination Event. If any “Additional Termination Event” is specified in
the Schedule or any Confirmation as applying, the occurrence of such event (and,
in such event, the Affected Party or Affected Parties shall be as specified for
such Additional Termination Event in the Schedule or such
Confirmation).

     

    (c)          Event of Default
and Illegality. If an event or circumstance which would otherwise
constitute or give rise to an Event of Default also constitutes an Illegality,
it will be treated as an Illegality and will not constitute an Event of
Default.

     

    6.           Early
Termination

     

    (a)          Right to
Terminate Following Event of Default. If at any time an Event of Default
with respect to a party (the “Defaulting Party”) has occurred and is then
continuing, the other party (the “Non-defaulting Party”) may, by not more than
20 days notice to the Defaulting Party specifying the relevant Event of Default,
designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all outstanding Transactions. If, however,
“Automatic Early Termination” is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
(8).

     

    (b)         Right to
Terminate Following Termination Event.

     

    (i)          Notice. If
a Termination Event occurs, an Affected Party will, promptly upon becoming aware
of it, notify the other party, specifying the nature of that Termination Event
and each Affected Transaction and will also give such other information about
that Termination Event as the other party may reasonably require.

     

    (ii)         Transfer to Avoid
Termination Event. If either an Illegality under Section 5(b)(i)(1) or a
Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon
Merger occurs and the Burdened Party is the Affected Party, the Affected Party
will, as a condition to its right to designate an Early Termination Date under
Section 6(b)(iv), use all reasonable efforts (which will not require such party
to incur a loss, excluding immaterial, incidental expenses) to transfer within
20 days after it gives notice under Section 6(b)(i) all its rights and
obligations under this Agreement in respect of the Affected Transactions to
another of its Offices or Affiliates so that such Termination Event ceases to
exist.

     

    If the
Affected Party is not able to make such a transfer it will give notice to the
other party to that effect within such 20 day period, whereupon the other party
may effect such a transfer within 30 days after the notice is given under
Section 6(b)(i).

     

    Any such
transfer by a party under this Section 6(b)(ii) will be subject to and
conditional upon the prior written consent of the other party, which consent
will not be withheld if such other party’s policies in effect at such time would
permit it to enter into transactions with the transferee on the terms
proposed.

     

    ISDA ®
1992

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)        Two Affected
Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs
and there are two Affected Parties, each party will use all reasonable efforts
to reach agreement within 30 days after notice thereof is given under Section
6(b)(i) on action to avoid that Termination Event,

     

    (iv)       Right to
Terminate. If:—

     

    (1)  a
transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the
case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i);
or

     

    (2)  an
Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
Party is not the Affected Party,

     

    either
party in the case of an Illegality, the Burdened Party in the case of a Tax
Event Upon Merger, any Affected Party in the case of a Tax Event or an
Additional Termination Event if there is more than one Affected Party, or the
party which is not the Affected Party in the case of a Credit Event Upon Merger
or an Additional Termination Event if there is only one Affected Party may, by
not more than 20 days notice to the other party and provided that the relevant
Termination Event is then continuing, designate a day not earlier than the day
such notice is effective as an Early Termination Date in respect of all Affected
Transactions.

     

    (c)          Effect of
Designation.

     

    (i)           If
notice designating an Early Termination Date is given under Section 6(a) or (h),
the Early Termination Date will occur on the date so designated, whether or not
the relevant Event of Default or Termination Event is then
continuing.

     

    (ii)           Upon
the occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
Terminated Transactions will be required to be made, but without prejudice to
the other provisions of this Agreement. The amount, if any, payable in respect
of an Early Termination Date shall be determined pursuant to Section
6(e).

     

    (d)         Calculations.

     

    (i)          Statement.
On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any,
contemplated by Section 6(e) and will provide to the other party a statement (1)
showing, in reasonable detail, such calculations (including all relevant
quotations and specifying any amount payable under Section 6(e)) and (2) giving
details of the relevant account to which any amount payable to it is to be paid.
In the absence of written confirmation from the source of a quotation obtained
in determining a Market Quotation. the records of the party obtaining such
quotation will be conclusive evidence of the existence and accuracy of such
quotation.

     

    (ii)           Payment
Date. An amount calculated as being due in respect of any Early
Termination Date under Section 6(e) will be payable on the day that notice of
the amount payable is effective (in the case of an Early Termination Date which
is designated or occurs as a result of an Event of Default) and on the day which
is two Local Business Days after the day on which notice of the amount payable
is effective (in the case of an Early Termination Date which is designated as a
result of a Termination Event). Such amount will be paid together with (to the
extent permitted under applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the relevant Early
Termination Date to (but excluding) the date such amount is paid, at the
Applicable Rate. Such interest will be calculated on the basis of daily
compounding and the actual number of days elapsed.

     

    (e)         Payments on Early
Termination. If an Early Termination Date occurs, the following
provisions shall apply based on the parties’ election in the Schedule of a
payment measure, either “Market Quotation” or “Loss”, and a payment method,
either the “First Method” or the “Second Method”. If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that “Market Quotation” or the “Second Method”, as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

     

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    (i)          Events of
Default. If the Early Termination Date results from an Event of
Default:—

     

    (1)  First Method and Market
Quotation. If the First Method and Market Quotation apply, the Defaulting
Party will pay to the Non-defaulting Party the excess, if a positive number, of
(A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in
respect of the Terminated Transactions and the Termination Currency Equivalent
of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party.

     

    (2)  First Method and
Loss. If the First Method and Loss apply, the Defaulting Party will pay
to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s
Loss in respect of this Agreement.

     

    (3)  Second Method and Market
Quotation. If the Second Method and Market Quotation apply, an amount
will be payable equal to (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the
Termination Currency Equivalent of the Unpaid Amounts owing to the
Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid
Amounts owing to the Defaulting Party. If that amount is a positive number, the
Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to
the Defaulting Party.

     

    (4)  Second Method and
Loss. If the Second Method and Loss apply, an amount will be payable
equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that
amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will
pay the absolute value of that amount to the Defaulting Party.

     

    (ii)         Termination
Events. If the Early Termination Date results from a Termination
Event:—

     

    (1)  One Affected
Party. If there is one Affected Party, the amount payable will be
determined in accordance with Section 6(e)(i)(3), if Market Quotation applies,
or Section 6(e)(i)(4), if Loss applies, except that, in either case, references
to the Defaulting Party and to the Non-defaulting Party will be deemed to be
references to the Affected Party and the party which is not the Affected Party,
respectively, and, if Loss applies and fewer than all the Transactions are being
terminated, Loss shall be calculated in respect of all Terminated
Transactions.

     

    (2)  Two Affected
Parties. If there are two Affected Parties:—

     

    (A)     if
Market Quotation applies, each party will determine a Settlement Amount in
respect of the Terminated Transactions, and an amount will be payable equal to
(I) the sum of (a) one-half of the difference between the Settlement Amount of
the party with the higher Settlement Amount (“X”) and the Settlement Amount of
the party with the lower Settlement Amount (“Y”) and (b) the Termination
Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination
Currency Equivalent of the Unpaid Amounts owing to Y; and

     

    (B)      if
Loss applies, each party will determine its Loss in respect of this Agreement
(or, if fewer than all the Transactions are being terminated, in respect of all
Terminated Transactions) and an amount will be payable equal to one-half of the
difference between the Loss of the party with the higher Loss (“X”) and the Loss
of the party with the lower Loss (“Y”).

     

    If the
amount payable is a positive number, Y will pay it to X; if it is a negative
number, X will pay the absolute value of that amount to Y.

     

    (iii)        Adjustment for
Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount
determined under this Section 6(e) will be subject to such adjustments as are
appropriate and permitted by law to reflect any payments or deliveries made by
one party to the other under this Agreement (and retained by such other party)
during the period from the relevant Early Termination Date to the date for
payment determined under Section 6(d)(ii).

     

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    (iv)       Pre-Estimate.
The parties agree that if Market Quotation applies an amount recoverable under
this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such
amount is payable for the loss of bargain and the loss of protection against
future risks and except as otherwise provided in this Agreement neither party
will be entitled to recover any additional damages as a consequence of such
losses.

     

    7.          
Transfer

     

    Subject
to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or
under this Agreement may be transferred (whether by way of security or
otherwise) by either party without the prior written consent of the other party,
except that:—

     

    (a)          a
party may make such a transfer of this Agreement pursuant to a consolidation or
amalgamation with, or merger with or into, or transfer of all or substantially
all its assets to, another entity (but without prejudice to any other right or
remedy under this Agreement); and

     

    (b)          a
party may make such a transfer of all or any part of its interest in any amount
payable to it from a Defaulting Party under Section 6(e).

     

    Any
purported transfer that is not in compliance with this Section will be
void.

     

    8.           Contractual
Currency

     

    (a)          Payment in the
Contractual Currency. Each payment under this Agreement will be made in
the relevant currency specified in this Agreement for that payment (the
“Contractual Currency”). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

     

    (b)         Judgments.
To the extent permitted by applicable law, if any judgment or order expressed in
a currency other than the Contractual Currency is rendered (i) for the payment
of any amount owing in respect of this Agreement, (ii) for the payment of any
amount relating to any early termination in respect of this Agreement or (iii)
in respect of a judgment or order of another court for the payment of any amount
described in (i) or (ii) above, the party seeking recovery, after recovery in
full of the aggregate amount to which such party is entitled pursuant to the
judgment or order, will be entitled to receive immediately from the other party
the amount of any shortfall of the Contractual Currency received by such party
as a consequence of sums paid in such other currency and will refund promptly to
the other party any excess of the Contractual Currency received by such party as
a consequence of sums paid in such other currency if such shortfall or such
excess arises or results from any variation between the rate of exchange at
which the Contractual Currency is converted into the currency of the judgment or
order for the purposes of such judgment or order and the rate of exchange at
which such party is able, acting in a reasonable manner and in good faith in
converting the currency received into the Contractual Currency, to purchase the
Contractual Currency with the amount of the currency of the judgment or order
actually received by such party. The term “rate of exchange” includes, without
limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency.

     

    (c)          Separate
Indemnities. To the extent permitted by applicable law, these indemnities
constitute separate and independent obligations from the other obligations in
this Agreement, will be enforceable as separate and independent causes of
action, will apply notwithstanding any indulgence granted by the party to which
any payment is owed and will not be affected by judgment being obtained or claim
or proof being made for any other sums payable in respect of this
Agreement.

     

    (d)         Evidence of
Loss. For the purpose of this Section 8, it will be sufficient for a
party to demonstrate that it would have suffered a loss had an actual exchange
or purchase been made.

     

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    9.           Miscellaneous

     

    (a)          Entire
Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

     

    (b)         Amendments.
No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing (including a writing evidenced by a facsimile
transmission) and executed by each of the parties or confirmed by an exchange of
telexes or electronic messages on an electronic messaging system.

     

    (c)          Survival of
Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the
obligations of the parties under this Agreement will survive the termination of
any Transaction.

     

    (d)         Remedies
Cumulative. Except as provided in this Agreement, the rights, powers,
remedies and privileges provided in this Agreement are cumulative and not
exclusive of any rights, powers, remedies and privileges provided by
law.

     

    (e)          Counterparts and
Confirmations.

     

    (i)          This
Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission),
each of which will be deemed an original.

     

    (ii)         The
parties intend that they are legally bound by the terms of each Transaction from
the moment they agree to those terms (whether orally or otherwise). A
Confirmation shall he entered into as soon as practicable and may he executed
and delivered in counterparts (including by facsimile transmission) or be
created by an exchange of telexes or by an exchange of electronic messages on an
electronic messaging system, which in each case will be sufficient for all
purposes to evidence a binding supplement to this Agreement. The parties will
specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.

     

    (f)          No Waiver of
Rights. A failure or delay in exercising any right, power or privilege in
respect of this Agreement will not be presumed to operate as a waiver, and a
single or partial exercise of any right, power or privilege will not be presumed
to preclude any subsequent or further exercise, of that right, power or
privilege or the exercise of any other right, power or privilege.

     

    (g)         Headings.
The headings used in this Agreement are for convenience of reference only and
are not to affect the construction of or to be taken into consideration in
interpreting this Agreement.

     

    10.         Offices;
Multibranch Parties

     

    (a)           If
Section 10(a) is specified in the Schedule as applying, each party that enters
into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

     

    (b)           Neither
party may change the Office through which it makes and receives payments or
deliveries for the purpose of a Transaction without the prior written consent of
the other party.

     

    (c)           If
a party is specified as a Multibranch Party in the Schedule, such Multibranch
Party may make and receive payments or deliveries under any Transaction through
any Office listed in the Schedule, and the Office through which it makes and
receives payments or deliveries with respect to a Transaction will be specified
in the relevant Confirmation.

     

    11.         Expenses

     

    A
Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of
collection.

     

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    12.      
   Notices

     

    (a)           Effectiveness.
Any notice or other communication in respect of this Agreement may be given in
any manner set forth below (except that a notice or other communication under
Section 5 or 6 may not be given by facsimile transmission or electronic
messaging system) to the address or number or in accordance with the electronic
messaging system details provided (see the Schedule) and will be deemed
effective as indicated:—

     

    (i)          if
in writing and delivered in person or by courier, on the date it is
delivered;

     

    (ii)         if
sent by telex, on the date the recipient’s answerback is received;

     

    (iii)        if
sent by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that the
burden of proving receipt will be on the sender and will not be met by a
transmission report generated by the sender’s facsimile machine);

     

    (iv)       if
sent by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery
is attempted; or

     

    (v)        if
sent by electronic messaging system, on the date that electronic message is
received,

     

    unless
the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

     

    (b)         Change of
Addresses. Either party may by notice to the other change the address,
telex or facsimile number or electronic messaging system details at which
notices or other communications are to be given to it.

     

    13.         Governing
Law and Jurisdiction

     

    (a)          Governing
Law. This Agreement will be governed by and construed in accordance with
the law specified in the Schedule.

     

    (b)          Jurisdiction.
With respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably:—

     

    (i)         
submits to the jurisdiction of the English courts, if this Agreement is
expressed to be governed by English law, or to the non-exclusive jurisdiction of
the courts of the State of New York and the United States District Court located
in the Borough of Manhattan in New York City, if this Agreement is expressed to
be governed by the laws of the State of New York; and

     

    (ii)         waives
any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings
have been brought in an inconvenient forum and further waives the right to
object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party.

     

    Nothing
in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English
law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

     

    (c)          Service of
Process. Each party irrevocably appoints the Process Agent (if any)
specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party’s
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

     

    (d)         Waiver of
Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any
Proceedings.

     

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    14.         Definitions

     

    As used
in this Agreement:—

     

    “Additional
Termination Event” has the meaning specified in
Section 5(b).

     

    “Affected
Party” has the
meaning specified in Section 5(b).

     

    “Affected
Transactions”
means (a) with respect to any Termination Event consisting of an Illegality, Tax
Event or Tax Event Upon Merger, all Transactions affected by the occurrence of
such Termination Event and (b) with respect to any other Termination Event, all
Transactions.

     

    “Affiliate” means, subject to the
Schedule, in relation to any person, any entity controlled, directly or
indirectly, by the person, any entity that controls, directly or indirectly, the
person or any entity directly or indirectly under common control with the
person. For this purpose, “control” of any entity or person means ownership of a
majority of the voting power of the entity or person.

     

    “Applicable
Rate”
means:—

     

    (a)          in
respect of obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

     

    (b)         in
respect of an obligation to pay an amount under Section 6(e) of either party
from and after the date (determined in accordance with Section 6(d)(ii)) on
which that amount is payable, the Default Rate;

     

    (c)          in
respect of all other obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;
and

     

    (d)         in
all other cases, the Termination Rate.

     

    “Burdened
Party” has the
meaning specified in Section 5(b).

     

    “Change in Tax
Law” means the
enactment, promulgation, execution or ratification of, or any change in or
amendment to, any law (or in the application or official interpretation of any
law) that occurs on or after the date on which the relevant Transaction is
entered into.

     

    “consent” includes a consent,
approval, action, authorisation, exemption, notice, filing, registration or
exchange control consent.

     

    “Credit Event Upon
Merger” has the
meaning specified in Section 5(b).

     

    “Credit Support
Document” means
any agreement or instrument that is specified as such in this Agreement. “Credit
Support Provider” has the meaning specified in the Schedule.

     

    “Default
Rate” means a
rate per annum equal to the cost (without proof or evidence of any actual cost)
to the
relevant payee (as certified by it) if it were to fund or of funding the
relevant amount plus 1% per annum.

     

    “Defaulting
Party” has the
meaning specified in Section 6(a).

     

    “Early Termination
Date” means the
date determined in accordance with Section 6(a) or 6(h)(iv).

     

    “Event of
Default” has the meaning specified in Section 5(a) and, if applicable, in
the Schedule.

     

    “Illegality”
has the meaning specified in Section 5(b).

     

    “Indemnifiable
Tax” means any
Tax other than a Tax that would not be imposed in respect of a payment under
this Agreement but for a present or former connection between the jurisdiction
of the government or taxation authority imposing such Tax and the recipient of
such payment or a person related to such recipient (including, without
limitation, a connection arising from such recipient or related person being or
having been a citizen or resident of such jurisdiction, or being or having been
organised, present or engaged in a trade or business in such jurisdiction, or
having or having had a permanent establishment or fixed place of business in
such jurisdiction, but excluding a connection arising solely from such recipient
or related person having executed, delivered, performed its obligations or
received a payment under, or enforced, this Agreement or a Credit Support
Document).

     

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    “law” includes any treaty, law,
rule or regulation (as modified, in the case of tax matters, by the practice of
any relevant governmental revenue authority) and “lawful”
and “unlawful”
will be construed accordingly.

     

    “Local Business
Day” means,
subject to the Schedule, a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) (a) in
relation to any obligation under Section 2(a)(i), in the place(s) specified in
the relevant Confirmation or, if not so specified, as otherwise agreed by the
parties in writing or determined pursuant to provisions contained, or
incorporated by reference, in this Agreement, (b) in relation to any other
payment, in the place where the relevant account is located and, if different,
in the principal financial centre, if any, of the currency of such payment, (c)
in relation to any notice or other communication, including notice contemplated
under Section 5(a)(i), in the city specified in the address for notice provided
by the recipient and, in the case of a notice contemplated by Section 2(b), in
the place where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with respect to
such Specified Transaction.

     

    “Loss” means, with respect to this
Agreement or one or more Terminated Transactions, as the case may be, and a
party, the Termination Currency Equivalent of an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which
case expressed as a negative number) in connection with this Agreement or that
Terminated Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of such party
but without duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before the
relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party’s legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early Termination
Date, or, if that is not reasonably practicable, as of the earliest date
thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more
leading dealers in the relevant markets.

     

    “Market
Quotation” means,
with respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference
Market-makers. Each quotation will be for an amount, if any, that would be paid
to such party (expressed as a negative number) or by such party (expressed as a
positive number) in consideration of an agreement between such party (taking
into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter into
a transaction (the “Replacement Transaction”) that would have the effect of
preserving for such party the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that date. For this purpose, Unpaid
Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or delivery
that would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction would be subject
to such documentation as such party and the Reference Market-maker may, in good
faith, agree. The party making the determination (or its agent) will request
each Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time zones)
on or as soon as reasonably practicable after the relevant Early Termination
Date. The day and time as of which those quotations are to be obtained will be
selected in good faith by the party obliged to make a determination under
Section 6(e), and, if each party is so obliged, after consultation with the
other. If more than three quotations are provided, the Market Quotation will be
the arithmetic mean of the quotations, without regard to the quotations having
the highest and lowest values. If exactly three such quotations are provided,
the Market Quotation will be the quotation remaining after disregarding the
highest and lowest quotations. For this purpose, if more than one quotation has
the same highest value or lowest value, then one of such quotations shall be
disregarded. If fewer than three quotations are provided, it will be deemed that
the Market Quotation in respect of such Terminated Transaction or group of
Terminated Transactions cannot be determined.

     

    “Non-default
Rate” means a
rate per annum equal to the cost (without proof or evidence of any actual cost)
to the Non-defaulting Party (as certified by it) if it were to fund the relevant
amount.

     

    “Non-defaulting
Party” has the
meaning specified in Section 6(a).

     

    ISDA ®
1992

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Office” means a branch or office of
a party, which may be such party’s head or home office.

     

    “Potential Event
of Default” means
any event which, with the giving of notice or the lapse of time or both, would
constitute an Event of Default.

     

    “Reference
Market-makers”
means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the
highest credit standing which satisfy all the criteria that such party applies
generally at the time in deciding whether to offer or to make an extension of
credit and (b) to the extent practicable, from among such dealers having an
office in the same city.

     

    “Relevant
Jurisdiction”
means, with respect to a party, the jurisdictions (a) in which the party is
incorporated, organised, managed and controlled or considered to have its seat,
(b) where an Office through which the party is acting for purposes of this
Agreement is located, (c) in which the party executes this Agreement and (d) in
relation to any payment, from or through which such payment is
made.

     

    “Scheduled Payment
Date” means a
date on which a payment or delivery is to be made under Section 2(a)(i) with
respect to a Transaction.

     

    “Set-off” means set-off, offset,
combination of accounts, right of retention or withholding or similar right or
requirement to which the payer of an amount under Section 6 is entitled or
subject (whether arising under this Agreement, another contract, applicable law
or otherwise) that is exercised by, or imposed on, such payer.

     

    “Settlement
Amount” means,
with respect to a party and any Early Termination Date, the sum
of:—

     

    (a)           the
Termination Currency Equivalent of the Market Quotations (whether positive or
negative) for each Terminated Transaction or group of Terminated Transactions
for which a Market Quotation is determined; and

     

    (b)           such
party’s Loss (whether positive or negative and without reference to any Unpaid
Amounts) for each Terminated Transaction or group of Terminated Transactions for
which a Market Quotation cannot be determined or would not (in the reasonable
belief of the party making the determination) produce a commercially reasonable
result.

     

    “Specified
Entity” has the
meanings specified in the Schedule.

     

    “Specified
Indebtedness”
means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of
borrowed money.

     

    “Specified
Transaction”
means, subject to the Schedule, (a) any transaction (including an agreement with
respect thereto) now existing or hereafter entered into between one party to
this Agreement (or any Credit Support Provider of such party or any applicable
Specified Entity of such party) and the other party to this Agreement (or any
Credit Support Provider of such other party or any applicable Specified Entity
of such other party) which is a rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the
relevant confirmation.

     

    “Stamp
Tax” means any
stamp, registration, documentation or similar tax.

     

    “Tax” means any present or future
tax, levy, impost, duty, charge, assessment or fee of any nature (including
interest,
penalties and additions thereto) that is imposed by any government or other
taxing authority in respect
of any payment under this Agreement other than a stamp, registration,
documentation or similar tax.

     

    “Tax
Event” has the
meaning specified in Section 5(b).

     

    “Tax Event Upon
Merger” has the
meaning specified in Section 5(b).

     

    “Terminated
Transactions”
means with respect to any Early Termination Date (a) if resulting from a
Termination Event, all Affected Transactions and (b) if resulting from an Event
of Default, all Transactions (in either case) in effect immediately before the
effectiveness of the notice designating that Early Termination Date (or, if
“Automatic Early Termination” applies, immediately before that Early Termination
Date).

     

    “Termination
Currency” has the
meaning specified in the Schedule.

     

    ISDA ®
1992

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Termination
Currency Equivalent” means, in respect of any
amount denominated in the Termination Currency, such Termination Currency amount
and, in respect of any amount denominated in a currency other than the
Termination Currency (the “Other Currency”), the amount in the Termination
Currency determined by the party making the relevant determination as being
required to purchase such amount of such Other Currency as at the relevant Early
Termination Date, or, if the relevant Market Quotation or Loss (as the case may
be), is determined as of a later date, that later date, with the Termination
Currency at the rate equal to the spot exchange rate of the foreign exchange
agent (selected as provided below) for the purchase of such Other Currency with
the Termination Currency at or about 11:00 a.m. (in the city in which such
foreign exchange agent is located) on such date as would be customary for the
determination of such a rate for the purchase of such Other Currency for value
on the relevant Early Termination Date or that later date. The foreign exchange
agent will, if only one party is obliged to make a determination under Section
6(e), be selected in good faith by that party and otherwise will be agreed by
the parties.

     

    “Termination
Event” means an
Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
applicable, a Credit Event Upon Merger or an Additional Termination
Event.

     

    “Termination
Rate” means a
rate per annum equal to the arithmetic mean of the cost (without proof or
evidence of any actual cost) to each party (as certified by such party) if it
were to fund or of funding such amounts.

     

    “Unpaid
Amounts” owing to
any party means, with respect to an Early Termination Date, the aggregate of (a)
in respect of all Terminated Transactions, the amounts that became payable (or
that would have become payable but for Section 2(a)(iii)) to such party under
Section 2(a)(i) on or prior to such Early Termination Date and which remain
unpaid as at such Early Termination Date and (b) in respect of each Terminated
Transaction, for each obligation under Section 2(a)(i) which was (or would have
been but for Section 2(a)(iii)) required to be settled by delivery to such party
on or prior to such Early Termination Date and which has not been so settled as
at such Early Termination Date, an amount equal to the fair market value of that
which was (or would have been) required to be delivered as of the originally
scheduled date for delivery, in each case together with (to the extent permitted
under applicable law) interest, in the currency of such amounts, from (and
including) the date such amounts or obligations were or would have been required
to have been paid or performed to (but excluding) such Early Termination Date,
at the Applicable Rate. Such amounts of interest will be calculated on the basis
of daily compounding and the actual number of days elapsed. The fair market
value of any obligation referred to in clause (b) above shall be reasonably
determined by the party obliged to make the determination under Section 6(e) or,
if each party is so obliged, it shall be the average of the Termination Currency
Equivalents of the fair market values reasonably determined by both
parties.

     

    IN
WITNESS WHEREOF the parties have executed this document on the respective dates
specified below with effect from the date specified on the first page of this
document.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              [

                            	
                              ]

                            	
                              HYUNDAI
      AUTO RECEIVABLES TRUST 20[  ]-[  ]

                            
	 	 	 	 
	 
      	 
      	
                              By: 
      

                            	
                              [              
       ], not in its individual

                              capacity
      but solely as Owner Trustee

                            
	
                              By:

                            	 	 
      	 
      	 
      
	 
      	
                              Name:

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	
                                

                            	

                              By:

                            	  
      
	 
      	 
      	
                               

                            	 	

                              Name:
      

                            
	 
      	 
      	
                               

                            	 	

                              Title:
      

                            


                    

                  

                

              

            

          

        

      

    

     

    ISDA ® 1992

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ISDA

    International
Swap Dealers Association, Inc.

    


    SCHEDULE

    to
the

    Master
Agreement

    


    dated as
of [________]

    


    
       between

    

    


    
      [________]
(“Party A”) and

    

    
      Hyundai
Auto Receivables Trust [___]–[_] (“Party B”)

    

    


    Part 1.         Termination
Provisions.

    


    
      	
              (a)

            	
              The
      following shall apply:

            


    

    


    
      (i)
Termination by Party A - Events
of Default.  Notwithstanding the provisions of
Section 5(a), the only events which will constitute Events of Default when
they occur in relation to Party B will be those events specified in
Sections 5(a)(i) (Failure To Pay Or Deliver), and Section 5(a)(vii)
(Bankruptcy), provided that with
respect to Party B the provisions of Section 5(a)(vii) clauses (2),
(7) and (9) will not be applicable as an Event of Default; clause (3) will
not apply to Party B to the extent it refers to any assignment, arrangement
or composition that is effected by or pursuant to the Indenture; clause (4)
will not apply to Party B to the extent that it refers to proceedings or
petitions instituted or presented by Party A or any of its Affiliates;
clause(6) will not apply to Party B to the extent that it refers to (i) any
appointment that is contemplated or effected by the Indenture (as defined
herein) or (ii) any appointment that Party B has not become subject
to); clause (8) will not apply to Party B to the extent that it
applies to Section 5(a)(vii)(2), (4), (6), and (7) (except to the extent
that such provisions are not disapplied with respect to
Party B).

    

    


    
      Accordingly,
the provisions of Section 5(a)(ii) (Breach Of Agreement), the provisions of
Section 5(a)(iii) (Credit Support Default) (other than
Section 5(a)(iii)(1)), the provisions of Section 5(a)(iv)
(Misrepresentation), the provisions of Section 5(a)(v) (Default Under
Specified Transaction), the provisions of Section 5(a)(vi) (Cross Default),
the provisions of Section 5(a)(vii) (Bankruptcy) set forth in the proviso
in the preceding paragraph and the provisions of Section 5(a)(viii) (Merger
Without Assumption) will in no circumstances be regarded as having given rise to
an Event of Default with respect to Party B.

    

    


    
      (ii)
Termination by Party A -
Termination Events  Notwithstanding the provisions of
Section 5(b), and save as otherwise provided herein, the only events which
will constitute Termination Events when they occur in relation to Party B
will be those events specified in Section 5(b)(i) (Illegality),
Section 5(b)(ii) (Tax Event), Section 5(b)(iii) (Tax Event Upon
Merger) and Section 5(b)(v) (Additional Termination Event); provided that Party A
shall not be entitled to designate an Early Termination Date by reason of a Tax
Event Upon Merger in respect of which it is the Affected
Party.  Accordingly, the provisions of Section 5(b)(iv) (Credit
Event Upon Merger) will not be regarded as having given rise to a Termination
Event with respect to Party B.

    

     

    
      
        Schedule
to ISDA Master Agreement

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      (iii)
Termination by Party B -
Events of Default and
Termination Events. Save as otherwise provided herein, the provisions of
Section 5 will apply with respect to Party A without
amendment.  For purposes of Section 5(a)(vi) (Cross Default), the
Threshold Amount applicable to Party A shall be 3% of shareholder equity
(excluding deposits).

    

    


    
      	
              (b)

            	
              “Specified Entity” none
      specified in relation to either Party A or
    Party B.

            


    

    


    
      	
              (c)

            	
              “Specified Transaction”
      will have the meaning specified in Section 14 of this
      Agreement.

            


    

    


    
      	
              (d)

            	
              The
      “Automatic Early
      Termination” provision of Section 6(a) of this Agreement will
      not apply to Party A and will not apply to
    Party B.

            


    

    


    
      	
              (e)

            	
              Payments on Early
      Termination. For the purpose of Section 6(e) of this
      Agreement:

            


    

    


    
      Market
Quotation will apply and the Second Method will apply; provided, however, with respect
to an early termination in which Party A is the Defaulting Party or
sole Affected Party in respect of an Additional Termination Event or Tax
Event Upon Merger, notwithstanding Section 6 of this Agreement, the
following amendment to this Agreement set forth in paragraphs (i) to (vi) below
shall apply:

    

    


    
      (i)       
The
definition of “Market Quotation” shall be deleted in its entirety and replaced
with the following:

    

    


    “Market Quotation” means, with
respect to one or more Terminated Transactions, a Firm Offer which is (1) made
by a Reference Market-maker that is an Eligible Replacement, (2) for an amount
that would be paid to Party B (expressed as a negative number) or by
Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Reference Market-maker to enter into a transaction
(the “Replacement
Transaction”) that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transactions or group of Terminated Transactions that
would, but for the occurrence of the relevant Early Termination Date, have been
required after that Date, (3) made on the basis that Unpaid Amounts in respect
of the Terminated Transaction or group of Transactions are to be excluded but,
without limitation, any payment or delivery that would, but for the relevant
Early Termination Date, have been required (assuming satisfaction of each
applicable condition precedent) after that Early Termination Date is to be
included and (4) made in respect of a Replacement Transaction with
commercial terms substantially the same as those of this Agreement (save for the
exclusion of provisions relating to Transactions that are not Terminated
Transactions).”

    


    
      
        Schedule
to ISDA Master Agreement

        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (ii)      The
definition of “Settlement Amount” shall be deleted in its entirety and replaced
with the following:

    


    “Settlement Amount” means, with
respect to any Early Termination Date, an amount (as determined by
Party B) equal to:

    


    (a)           if,
on or prior to such Early Termination Date, a Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by
Party B so as to become legally binding, the Termination Currency
Equivalent of the amount (whether positive or negative) of such Market
Quotation;

     

    (b)           if,
on such Early Termination Date, no Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions is accepted by Party B so
as to become legally binding and one or more Market Quotations have been
communicated to Party B and remain capable of becoming legally binding upon
acceptance by Party B, the Termination Currency Equivalent of the amount
(whether positive or negative) of the lowest of such Market Quotations;
and

     

    (c)           if,
on such Early Termination Date, no Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions is accepted by Party B so
as to become legally binding and no Market Quotations have been communicated to
Party B and remain capable of becoming legally binding upon acceptance by
Party B, Party B’s Loss (whether positive or negative and without
reference to Unpaid Amounts) for the relevant Terminated Transaction or group of
Terminated Transactions.

     

    (iii)     For
the purpose of sub-paragraph (4) of the definition of Market Quotation,
Party B shall determine in its sole discretion, acting in a commercially
reasonable manner, whether a Firm Offer is made in respect of a Replacement
Transaction with commercial terms substantially the same as those of this
Agreement (save for the exclusion of provisions relating to Transactions that
are not Terminated Transactions).

    


    (iv)     Party B
undertakes to use its reasonable efforts to obtain at least one Market Quotation
before the Early Termination Date.

    


    (v)      If
Party B requests Party A in writing to obtain Market Quotations,
Party A shall use its reasonable efforts to do so before the Early
Termination Date.

    


    (vi)     If
the Settlement Amount is a negative number, Section 6(e)(i)(3) of this
Agreement shall be deleted in its entirety and replaced with the
following:

    


    “Second Method and
Market Quotation”.  If Second Method and Market Quotation
apply, (1) Party B shall pay to Party A an amount equal to the
absolute value of the Settlement Amount in respect of the Terminated
Transactions, (2) Party B shall pay to Party A the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A and (3)
Party A shall pay to Party B the Termination Currency Equivalent of
the Unpaid Amounts owing to Party B, provided that, (i) the amounts payable
under (2) and (3) shall be subject to netting in accordance with
Section 2(c) of this Agreement and (ii) notwithstanding any other provision
of this Agreement, any amount payable by Party A under (3) shall not be
netted-off against any amount payable by Party B under
(1).”


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              (f)

            	
              “Termination Currency”
      means U.S. Dollars.

            


    

    


    
      	
              (g)

            	
              Additional Termination
      Event will
      apply.  Each of the following events shall constitute an
      Additional Termination Event
hereunder:

            


    

    


    (i)       
    Liquidations of
Collateral.  The following shall constitute an Additional
Termination Event in which Party B shall be the sole Affected
Party:  Any liquidation of the Collateral occurs following an Event of
Default under the Indenture or the Notes are otherwise redeemed or prepaid in
full other than in connection with an optional purchase of Receivables pursuant
to Section 9.01 of the Sale and Servicing Agreement.

    


    (ii)           Regulation AB Financial
Disclosure.  The following shall constitute an Additional
Termination Event in which Party A shall be the sole Affected
Party:  The failure of Party A to materially comply with or
materially perform any agreement or undertaking to be complied with or performed
by Party A under Part 5(t) of this Schedule.

    


    (iii)          S&P or Fitch Downgrade of
Party A.  The failure by Party A to post Eligible
Collateral in accordance with the terms of the Credit Support Annex or to obtain
a Eligible Guarantee in accordance with Part 5(q) of this Schedule or to
transfer its rights and obligations hereunder to an Eligible Replacement in
accordance with Part 5(q) of this Schedule shall constitute an Additional
Termination Event for which Party A shall be the sole Affected
Party.

    


    (iv)          Moody’s  First Rating
Trigger Collateral.  The following shall constitute an
Additional Termination Event in which Party A is the sole Affected
Party:  Party A has failed to comply with or perform any
obligation to be complied with or performed by Party A in accordance with
the Credit Support Annex and either (x) the Moody’s Second Rating Trigger
Requirements do not apply or (y) less than 30 Local Business Days have elapsed
since the last time the Moody’s Second Rating Trigger Requirements did not
apply.

    


    (v)           Moody’s Second Rating Trigger
Replacement. The following shall constitute an Additional Termination
Event in which Party A is the sole Affected Party:  (x) The
Moody’s Second Rating Trigger Requirements apply and 30 or more Local Business
Days have elapsed since the last time the Moody’s Second Rating Trigger
Requirements did not apply and (y) (A) at least one Eligible Replacement has
made a Firm Offer (which remains capable of becoming legally binding upon
acceptance) to be the transferee of a transfer to be made in accordance with
Part 5(e) below and/or (B) at least one entity with the Moody’s First Trigger
Required Ratings and/or the Moody’s Second Trigger Required Ratings has made a
Firm Offer (which remains capable of becoming legally binding upon acceptance by
the offeree) to provide an Eligible Guarantee in respect of all of
Party A’s present and future obligations under this Agreement.

    


     (A)            The
“Moody’s First Rating Trigger Requirements” shall apply so long as no Relevant
Entity has the Moody’s First Trigger Required Ratings.

    


    An entity
shall have the “Moody’s First
Trigger Required
Ratings” (x) where such entity is the subject of a Moody’s Short-term
Rating, if such rating is “Prime-1” and its long-term, unsecured and
unsubordinated debt obligations are rated “A2” or above by Moody’s and (y) where
such entity is not the subject of a Moody’s Short-term Rating, if its long-term,
unsecured and unsubordinated debt obligations are rated “A1” or above by
Moody’s.

      

    
      
        Schedule
to ISDA Master Agreement

         


      

      
        4

        
          

        

      

      
         


      

    

    


    (B)            So
long as the Moody’s First Rating Trigger Requirements apply, Party A will
at its own cost use commercially reasonable efforts to, as soon as reasonably
practicable, (x) procure an Eligible Guarantee in respect of all of
Party A’s present and future obligations under this Agreement to be
provided by a guarantor with the Moody’s First Trigger Required Ratings, (y)
transfer to Party B the amount of Eligible Collateral required under the
Credit Support Annex or (z) transfer this Agreement in accordance with Part 5(e)
below.

    


    (C)            The
“Moody’s Second Rating Trigger Requirements” shall apply so long as no Relevant
Entity has the Moody’s Second Trigger Required Ratings.

    


    An entity
shall have the “Moody’s
Second Trigger Required
Ratings” (x) where such entity is the subject of a Moody’s Short-term
Rating, if such rating is “Prime-2” or above and its long-term, unsecured and
unsubordinated debt obligations are rated “A3” or above by Moody’s and (y) where
such entity is not the subject of a Moody’s Short-term Rating, if its long-term,
unsecured and unsubordinated debt obligations are rated “A3” or above by
Moody’s.

    


    (D)            So
long as the Moody’s Second Rating Trigger Requirements apply, Party A will
at its own cost use commercially reasonable efforts to, as soon as reasonably
practicable, either (x) procure an Eligible Guarantee in respect of all of
Party A’s present and future obligations under this Agreement to be
provided by a guarantor with the Moody’s First Trigger Required Ratings and/or
the Moody’s Second Trigger Required Ratings or (y) transfer this Agreement in
accordance with Part 5(e) below, and in both the case of (x) and (y), transfer
to Party B the amount of Eligible Collateral required under the Credit
Support Annex.

    


    In the
event of an Early Termination Date in respect of a Party A Rating
Downgrade, an S&P Required Ratings Downgrade, a Fitch Required Ratings
Downgrade, a Moody’s First Rating Trigger Replacement or a Moody’s Second Rating
Trigger Replacement and the entering into by Party B of alternative swap
arrangements, Party A shall pay all reasonable out-of-pocket expenses,
including legal fees and stamp taxes, relating to the entering into of such
alternative swap arrangements.

    


    
      Part
2.        Tax
Representations

    

    


    
      	
              (a)

            	
              Payer Representations.
      For the purpose of Section 3(e) of this Agreement, Party A will
      make the following representation and Party B will make the
      following representation:

            


    

    


    
      It is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
made by it to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any representations made by
the other party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of
this Agreement and the accuracy and effectiveness of any document provided by
the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement
and (iii) the satisfaction of the agreement of the other party contained in
Section 4(d) of this Agreement, provided that it shall not be a breach of
this representation where reliance is placed on clause (ii) and the other
party does not deliver a form or document under Section 4(a)(iii) of this
Agreement by reason of material prejudice to its legal or commercial
position.

    


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              (b)

            	
              Payee Representations.
      For the purpose of Section 3(f) of this Agreement, Party A and
      Party B will make the representations in (i) and (ii)
      below.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Party A
      represents that it is a [___________] organized under the laws of
      [________].

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Party B
      represents that it is a [Delaware statutory trust] organized or formed
      under the laws of the [State of
Delaware].

            


    

    


    
      Part
3.         Agreement
to Deliver Documents.

    

    


    For the
purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees
to deliver the following documents, as applicable:

    


    (a)          Tax
forms, documents or certificates to be delivered are:

    


    Party A
and Party B shall promptly deliver to the other party (or as directed) any
form or document accurately completed and in a manner reasonably satisfactory to
the other party that may be required or reasonably requested in order to allow
the other party to make a payment under a Transaction without any deduction or
withholding for or on account of any Tax or with such deduction or withholding
at a reduced rate, promptly upon reasonable demand by the other
party.

    


    (b)           Other
documents to be delivered are:

    


    
      
        
          
            
              
                	
                        Party required
      to

                        deliver
      document

                      	
                        Form/Document/

                        Certificate

                      	
                        Date
      by which to be delivered

                      	
                        Covered
      by

                        Section 3(d)

                        Representation
      of this

                        Agreement

                      
	
                        Party A
      and Party B

                      	
                        Evidence
      of the authority of the signatories of this Agreement including specimen
      signatures of such signatories.

                      	
                        Upon
      execution of this Agreement.

                      	
                        Yes

                      
	
                        Party A

                      	
                        An
      opinion of counsel addressed to Party B in form and substance
      reasonably acceptable to Party B.

                      	
                        Upon
      execution of this Agreement.

                      	
                        No

                      
	
                        Party B

                      	
                        An
      opinion of Party B’s counsel addressed to Party A in form and
      substance reasonably acceptable to Party A.

                      	
                        Upon
      execution of this Agreement.

                      	
                        No

                      


              

            

          

        

      

    


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      
        	
                Party required
      to

                deliver
      document

              	
                Form/Document/

                Certificate

              	
                Date
      by which to be

                delivered

              	
                Covered
      by
Section 3(d)

                Representation
      of this

                Agreement

              
	
                Party B

              	
                A
      duly executed certificate of the secretary or assistant secretary of the
      Owner Trustee of Party B certifying the name and true signature of
      each person authorized to execute this Agreement and enter into
      Transactions for Party B.

              	
                Upon
      execution of this Agreement.

              	
                Yes

              
	
                Party B

              	
                Copies
      of executed Indenture and Sale and Servicing Agreement.

              	
                Upon
      execution of such Agreements

              	
                Yes

              
	
                Party A

              	
                Financial
      data relating to Party A, as required pursuant to Part 5(t) of
      this Schedule.

              	
                As
      required pursuant to Part 5(t) of this Schedule.

              	
                Yes

              
	
                Party A

              	
                Executed
      Indemnification and Disclosure Agreement, among Party A, Hyundai
      Capital Americal and Hyundai ABS Funding Corporation, relating to
      Party A’s furnished information for use in the Prospectus and other
      matters.

              	
                Upon
      or prior to execution of this Agreement

              	
                Yes

              


      

    

    


    Part 4.        
Miscellaneous.

    


    (a)              
Addresses for Notices.
For the purpose of Section 12(a) of this Agreement:

    


     Address for notices or
communications to Party A:

    


     [____________]

     [____________]

     [____________]


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        7

        
          

        

      

      
         


      

    

     

    
       [____________]

       [____________]

       [____________]

    

    


     Address for notices or
communications to Party B:

    


     [____________]

     [____________]

     [____________]

     [____________]

     [____________]

    


    With a
copy to:

    


     Hyundai Capital
America

     3161 Michelson
Drive

     Irvine, California
92612

     Attention: Manager, Treasury
Operations


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        8

        
          

        

      

      
         


      

    


    With a copy to the Indenture Trustee
at:

    


    [____________]

    [____________]

    [____________]

     [____________]

    


    (b)            
  Process
Agent. For the purpose of Section 13(c) of this
Agreement:

    


     Party A appoints as its
Process
Agent                         [____________]

     Party B appoints as its
Process
Agent                          Not
applicable

    


    
      	
              (c)

            	
              Notices.
      Section 12(a) of the Agreement is amended by adding the words in
      the  third line thereof after the phrase “messaging system” and
      before the “)” the words  “; provided, however, any such notice
      or other communication may be given by facsimile transmission if telex is
      unavailable, no telex number is supplied by the party providing notice, or
      if answer back confirmation is not received from the party to whom the
      telex is sent.”

            


    

    


    
      	
              (d)

            	
              Offices. The provisions
      of Section 10(a) of this Agreement will apply to this
      Agreement.

            


    

    


    (e)              
Multibranch Party. For
the purpose of Section 10(c) of this Agreement:

    


    [Party A
is not a Multibranch Party.]

    


    
      Party B
is not a Multibranch Party.

    

    


    
      	
              (f)

            	
              Calculation Agent. The
      Calculation Agent is Party B, unless otherwise specified in a
      Confirmation in relation to the relevant
  Transaction.

            


    

    


    (g)              
Credit Support Document.
Details of any Credit Support Document:

    


    
      	
               
      

            	
              With
      respect to Party A:

            	
              The
      Credit Support Annex and any Eligible Guarantee in support of
      Party A’s obligations under this
Agreement

            


    

    


    
      	
               
      

            	
              With
      respect to Party B:

            	
              [____________]

            


    

    


    (h)             Credit Support Provider.
Credit Support Provider means in relation to

    


    
      
        	
                 
      

              	
                Party A:

              	
                The
      guarantor under any Eligible Guarantee in support of Party A’s
      obligations under this Agreement.

              
	 	 	 
	 	Party B: 	Not
      applicable. 


      

    

    


    
      	
              (i)

            	
              Governing Law. This
      Agreement will be governed by and construed in accordance with the laws of
      the State of New York (without reference to choice of laws doctrine except
      Section 5-1401 and Section 5-1402 of the New York General
      Obligation Law).

            


    


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              (j)

            	
              Netting of
      Payments. The
      limitation set forth in Section 2(c)(ii) of this Agreement will apply
      and therefore the netting in Section 2(c) of this Agreement will be
      limited to the same Transaction.

            


    

    


    
      	
              (k)

            	
              “Affiliate” will have
      the meaning specified in Section 14 of this
  Agreement.

            


    

    


    
      	
              (l)

            	
              No Gross Up by
      Party B. Section 2(d)(i)(4)
      is hereby deleted and replaced by the
following:

            


    

    


    
      “(4) 
(A) 
 If
Party A is the party so required to deduct or withhold, then Party A
shall make such additional payment as is necessary to ensure that the net amount
actually received by Party B (free and clear of all Taxes, whether assessed
against it or Party B) will equal the full amount Party B would have
received had no such deduction or withholding been required;
and

    

    


    
      (B)
if
Party B is the party so required to deduct or withhold, then Party B
shall make the relevant payment subject to such deduction or withholding and
Party B will not be required to gross up.

    

    


    
      For the
avoidance of doubt, the fact that any payment is made by Party B subject to
the provisions of (B) above shall at no time affect the obligations of
Party A under (A) above.”

    

    


    
      Part
5.        Other
Provisions.

    

    


    
      	
              (a)

            	
              ISDA
      Definitions

            


    

    


    The
definitions and provisions contained in the 2000 ISDA Definitions (the “2000
Definitions”) as published by the International Swaps and Derivatives
Association, Inc. are incorporated by reference into this
Agreement.  The Agreement and each Transaction will be governed by the
2000 Definitions as they may be officially amended and supplemented from time to
time by ISDA.

    


    For the
sake of clarity, unless otherwise specified in this Agreement, the following
documents shall govern in the order in which they are listed in the event of any
inconsistency between any of the documents:

    


    (i)         the
Confirmation;

    (ii)        the
Schedule;

    (iii)       the
2000 Definitions; and

    (iv)       the
printed form of ISDA Master Agreement.

    


    
      	
              (b)

            	
              Relationship
      Between Parties

            


    

    


    Each
party will be deemed to represent to the other party on the date on which it
enters into a Transaction that (absent a written agreement between the parties
that expressly imposes affirmative obligations to the contrary for the
Transaction):

    


    (i)         Non-Reliance. It is acting for
its own account, and it has made its own independent decisions to enter into
that Transaction and as to whether that Transaction is appropriate or proper for
it based upon its own judgement and upon advice from such advisors as it has
deemed necessary. It is not relying on any communication (written or oral) of
the other party as investment advice or as a recommendation to enter into that
Transaction; it being understood that information and explanations related to
the terms and conditions of a Transaction shall not be considered investment
advice or a recommendation to enter into that Transaction.  It has not
received from the other party any assurance or guarantee as to the expected
results of that Transaction.


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        10

        
          

        

      

      
         


      

    

    


    (ii)        Assessment and Understanding.
It is capable of assessing the merits of and understanding (on its own
behalf or through independent professional advice), and understands and accepts,
the terms, conditions and risks of that Transaction. It is also capable of
assuming, and assumes, the risks of that Transaction.

    


    (iii)       Status of Parties. Each party
is acting as principal and not as agent and the other party is not acting as a
fiduciary for or as an advisor to it in respect of that
Transaction.

    


    (iv)       Eligible Contract
Participant.  It is an “eligible contract participant”
as  defined in Section 1a(12) of the U.S. Commodity Exchange Act,
7 U.S.C. Section 1a(12).

    


    (v)        FDIC
Requirements.  If it is a bank subject to the requirements of
12 U.S.C. § 1823(e), the necessary action to authorize referred to in the
representation in Section 3(a)(ii) includes all authorizations required
under the Federal Deposit Insurance Act as amended, including amendments
effected by the Financial Institutions Reform, Recovery and Enforcement Act of
1989, and under any agreement, writ, decree, or order entered into with such
party’s supervisory authorities.  At all times during the term of this
Agreement, such party will continuously include and maintain as part of its
official written books and records this Agreement, this Schedule and all other
exhibits, supplements, and attachments hereto and documents incorporated by
reference herein, all Confirmations, and evidence of all necessary
authorizations.

    


    (vi)       ERISA. It continuously
represents that it is not (i) an employee benefit plan (an “ERISA Plan”) as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), subject to Title 1 of
ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended,
(ii) a person or entity acting on behalf of an ERISA Plan or (iii) a person or
entity the assets of which constitute assets of an ERISA Plan.”  It
will provide notice to the other party in the event that it is aware that it is
in breach of any aspect of this representation or is aware that with the passing
of time, giving of notice or expiry of any applicable grace period, it will
breach this representation.

    


    
      	
              (c)

            	
              Waiver of Jury Trial.
      Each party hereby irrevocably waives any and all rights to trial by jury
      with respect to any legal proceeding arising out of or relating to this
      Agreement or any Transaction contemplated
  hereby.

            


    

    



    
      
        Schedule
to ISDA Master Agreement

         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      	
              (d)

            	
              

                Severability.            
      Any provision of this Agreement which is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be
      ineffective to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions of the Agreement or affecting the
      validity or enforceability of such provision in any other jurisdiction
      unless such severance shall substantially impair the benefits of the
      remaining portions of this Agreement or changes the reciprocal obligations
      of the parties. The parties hereto shall endeavour in good faith
      negotiations to replace the prohibited or unenforceable provision with a
      valid provision, the economic effect of which comes as close as possible
      to that of the prohibited or unenforceable
  provision.

              

            


    

    


    
      	
              (e)

            	
              Transfers.
      Notwithstanding the provisions of
  Section 7:

            


    

    


    (i)       No
transfer by Party A of this Agreement or any interest or obligation in or
of Party A under this Agreement shall be effective unless:

    


    
      	
               
      

            	
               (A)

            	
              Party B
      consents to such transferee;

            


    

    


    
      	
               
      

            	
               (B)

            	
              The
      Rating Agency Condition shall have been
  satisfied;

            


    

    


    
      	
               
      

            	
               (C)

            	
              Party A
      shall have given Party B, the Servicer and the Indenture Trustee at
      least twenty days prior written notice of the proposed transfer;
      and

            


    

    


    
      	
               
      

            	
               (D)

            	
              such
      transfer otherwise complies with the terms of the Indenture and the other
      Transaction Agreements.

            


    

    


    (ii)          Except
to the extent contemplated by the Indenture, neither this Agreement nor any
interest in or under this Agreement may be transferred by Party B to any
other entity save with Party A’s prior written consent (such consent not to
be unreasonably withheld or delayed).

    


    
      	
              (f)

            	
              Permitted Security
      Interest.  For purposes of Section 7 of this
      Agreement, Party A hereby consents to the Permitted Security
      Interest.

            


    

    


    “Permitted Security
Interest” means the pledge and
assignment by Party B of the Swap Collateral to the Indenture Trustee
pursuant to the Indenture, and the granting to the Indenture Trustee of a
security interest in the Swap Collateral pursuant to the Indenture.

    


    “Swap Collateral” means all
right, title and interest of Party B in this Agreement, each Transaction
hereunder, and all present and future amounts payable by Party A to
Party B under or in connection with this Agreement or any Transaction
governed by this Agreement, including, without limitation, any transfer or
termination of any such Transaction.

    


    “Indenture Trustee” means
[_________] or any successor, acting as Indenture Trustee pursuant to the
Indenture.

    


    
      	
              (g)

            	
              Absence of Certain
      Events.  Section 3(b) of this Agreement is hereby
      amended by inserting the parenthetical “(with respect to Party A
      only)” immediately after the phrase “No Event of Default
    or”.

            


    


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      	
              (h)

            	
              Events of
      Default.  Section 5(a)(i) of this Agreement is
      hereby amended by changing the word “third” to “first” in the phrase “if
      such failure is not remedied on or before the third Local Business Day
      after notice of such failure is given to the
  party”.

            


    

    


    
      	
              (i)

            	
              Payment on Early
      Termination. Except to the
      extent set forth in Section 5.05(b) of the Sale and Servicing
      Agreement, if an Early
      Termination Date occurs in respect of which Party A is the Defaulting
      Party or the sole Affected Party with respect to an Additional
      Termination Event, Party B will not be required to pay any amounts
      payable to Party A under Section 6(e) in respect of such Early
      Termination Date, and Party A will not be permitted to set-off in
      respect of such amounts, until payment in full of all amounts outstanding
      under the Notes.

            


    

    


    
      	
              (j)

            	
              No
      Set-Off.  Party A and Party B hereby waive any
      and all right of set-off with respect to any amounts due under this
      Agreement or any Transaction, provided that nothing herein shall be
      construed to waive or otherwise limit the netting provisions contained in
      Sections 2(c) of this
Agreement.

            


    

    


    
      	
              (k)

            	
              Indenture.  Party B
      hereby acknowledges that Party A is a secured party under the
      Indenture with respect to this Agreement, and Party B agrees for the
      benefit of Party A that it will not amend the Indenture in a manner
      which materially and adversely affects the rights or obligations of
      Party A under the Indenture unless Party A shall have consented
      in writing to such action, if such consent is required pursuant to the
      Indenture.

            


    

    


    
      	
              (l)

            	
              Limited
      Recourse.  The liability of Party B to Party A
      hereunder is limited in recourse solely to the amounts payable to
      Party A from the Available Amounts and the Reserve Account Withdrawal
      Amount in accordance with the priority of payments set forth in
      Section 5.05(b) of the Sale and Servicing Agreement.  The
      provisions of this paragraph shall survive the termination of this
      Agreement.

            


    

    


    
      	
              (m)

            	
              

                No
      Petition.          
      Party A hereby covenants and agrees that prior to the date
      which is one year (or, if longer, the applicable preference period) and
      one day after payment in full of all obligations of each Bankruptcy Remote
      Party in respect of all securities issued by any Bankruptcy Remote
      Party (i) it shall not authorize any Bankruptcy Remote Party to
      commence a voluntary winding-up or other voluntary case or other
      proceeding seeking liquidation, reorganization or other relief with
      respect to such Bankruptcy Remote Party or its debts under any
      bankruptcy, insolvency or other similar law now or hereafter in effect in
      any jurisdiction or seeking the appointment of an administrator, a
      trustee, receiver, liquidator, custodian or other similar official with
      respect to such Bankruptcy Remote Party or any substantial part of
      its property or to consent to any such relief or to the appointment of or
      taking possession by any such official in an involuntary case or other
      proceeding commenced against such Bankruptcy Remote Party, or to make a
      general assignment for the benefit of any party hereto or any other
      creditor of such Bankruptcy Remote Party, and (ii) it shall not commence
      or join with any other Person in commencing any proceeding against such
      Bankruptcy Remote Party under any bankruptcy, reorganization,
      liquidation or insolvency law or statute now or hereafter in effect in any
      jurisdiction.   This section shall survive the termination
      of this Agreement. 

              

            


    

    


    
      	
               
      

            	
               As
      used above, “Bankruptcy Remote
      Party”
      means Hyundai ABS Funding Corporation and
  Party B.

            


    


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        13

        
          

        

      

      
         


      

    

    


    
      	
              (n)

            	
              Confirmation.  Each
      party acknowledges and agrees that the Confirmations executed as of the
      date hereof and designated as Party A [____________] shall be the
      only Transaction governed by this Agreement (it being understood that, in
      the event such Confirmations shall be amended (in any respect), such
      amendment shall not constitute (for purposes of this paragraph) a separate
      Transaction or a separate Confirmation).  Party A and
      Party B shall not enter into any additional Confirmations or
      Transactions hereunder.

            


    

    


    
      	
              (o)

            	
              Potential Events of
      Default.  Section 2(a)(iii) is amended by the
      deletion of the words “or Potential Event of
  Default”.

            


    

    


    
      	
              (p)

            	
              Limitation of
      Liability.  Notwithstanding anything contained herein to
      the contrary, in executing this Agreement (including the Schedule, Credit
      Support Annex and each Confirmation) on behalf of Party B,
      [____________] (the “Owner Trustee”) and the
      Indenture Trustee are acting solely in its capacity as owner trustee of
      Party B and indenture trustee, respectively, and not in its
      individual capacity, and in no event shall either one of them, in their
      individual capacity, have any liability for the representations,
      warranties, covenants, agreements or other obligations of Party B
      hereunder, for which recourse shall be had solely to the assets of
      Party B, except to the extent of its fraud, breach of trust or
      willful misconduct.

            


    

    


    
      	
              (q)

            	
              S&P and Fitch Downgrade of
      Party A.  In the event that (i) the Relevant
      Entity’s short-term unsecured and unsubordinated debt rating is downgraded
      below “A-1” by S&P (or if its short-term rating is not available by
      S&P, in the event that its long-term unsecured and unsubordinated debt
      rating is downgraded below “A+” by S&P) and such Relevant
      Entity is a Financial Institution (an “S&P Approved Ratings
      Downgrade”)
      or (ii) Fitch assigns to the Relevant Entity a rating lower
      than the Fitch Approved Ratings ((a “Fitch Approved Ratings
      Downgrade”, and together with an S&P Approved Ratings
      Downgrade, a “Party A Ratings Downgrade”),
      Party A shall within two (2) Local Business Days following the date
      of such Party A Ratings Downgrade, give Party B, the Servicer
      and the Indenture Trustee written notice of the occurrence of such
      Party A Ratings Downgrade, and within 30 calendar days after a
      Fitch Approved Rating Downgrade or within 10 Business Days after an
      S&P Approved Ratings Downgrade, either (i) transfer (at its own cost)
      Party A’s rights and obligations hereunder to an Eligible Replacement
      promptly in accordance with Part 5(e) of this Schedule, (ii) post Eligible
      Collateral in accordance with the Credit Support Annex or (iii) obtain (at
      Party A’s expense) an Eligible Guarantee or other similar assurance
      in respect of Party A’s obligations under this Agreement that
      satisfies the Rating Agency
Condition.

            


    

     

    If (i) an
S&P Required Rating Downgrade (as defined below) shall occur and be
continuing with respect to a Relevant Entity or (ii) Fitch (x)
assigns to the Relevant Entity a rating lower than the Fitch Required Ratings or
(y)  withdraws its ratings of the Relevant Entity (each such event, a
“Fitch Required Ratings
Downgrade”), Party A shall within two (2) Business Days of such
S&P Required Ratings Downgrade or Fitch Required Ratings Downgrade, give notice to Party B,
the Servicer and the Indenutre Trustee of the occurrence of such downgrade or withdrawal, and
within 10 Business Days of the occurrence of such S&P Required Ratings
Downgrade or within 30 calendar days of such Fitch Required Ratings Downgrade
(i) comply with the terms of the Credit Support Annex and (ii) within 60 days of
the date of the S&P Required Ratings Downgrade or within 30 calendar days of
such Fitch Required Ratings Downgrade, in addition to posting collateral
pursuant to the Credit Support Annex (x) transfer (at its own cost)
Party A’s rights and obligations hereunder to an Eligible Replacement, in
accordance with Part 5(e) of this Schedule or (y) obtain (at Party A’s
expense) an Eligible Guarantee or other similar assurance in respect of
Party A’s obligations under this Agreement that satisfies the Rating Agency
Condition, and such guaranty shall remain in effect only for so long as such
downgrade or withdrawal is continuing with respect to
Party A.  For the purpose hereof, a “S&P Required Ratings
Downgrade” shall occur with respect to a Relevant Entity (x) if such
entity is a Financial Institution, its the short-term senior unsecured deposit
rating is withdrawn by S&P or cease to be at least “A-2” (or if its
short-term rating is not available by S&P, in the event that its long-term
unsecured and unsubordinated debt rating is withdrawn or cease to be at least
“BBB+” by S&P) or (y) if such entity is not a Financial Institution, at any
time its short–term senior unsecured deposit rating is withdrawn or downgraded
below “A-1” (or if its short-term rating is not available by S&P, in the
event that its long-term unsecured and unsubordinated debt rating is withdrawn
or cease to be at least “A+” by S&P).

    



    
      
        Schedule
to ISDA Master Agreement

         


      

      
        14

        
          

        

      

      
         


      

    

    


    Once an
Eligible Replacement is in place, Party B shall return any such Eligible
Collateral to Party A pursuant to the terms of the Credit Support Annex and
to the extent such Eligible Collateral has not already been applied in
accordance with this Agreement or the Credit Support
Annex.  Party B shall have the right to terminate this Agreement
if at any time Party A fails to comply with any of its obligations under
this paragraph in full and in a timely manner.

    


    
      	
              (r)

            	
              Definitions.

            


    

    


    
      (i)       
 Reference
is made to that certain Sale and Servicing Agreement dated as of the date hereof
(the “Sale and Servicing
Agreement”) among Party B as the Issuer, Hyundai ABS Funding
Corporation, Hyundai Capital America, and [_________], as Indenture
Trustee.  Capitalized terms used but not defined in this Agreement or
this Schedule will have the meanings ascribed to them in the Sale and Servicing
Agreement or, if not defined therein, in the Indenture (as defined
below).

    

    


    
      	
               
      

            	
                
      (ii)

            	
              As
      used herein:

            


    

    


    [“Credit Support Annex” means the 1994 ISDA
Credit Support Annex between Party A and Party B dated as of the date
hereof.]

    


    
      “Depositor” means Hyundai ABS
Funding Corporation.

    

    


    
      “Eligible Collateral” has the
meaning set forth in the Credit Support Annex.

    

    


    “Eligible Guarantee” means an
unconditional and irrevocable guarantee that is provided by a guarantor that has
Rated Debt as principal debtor rather than surety and is directly enforceable by
Party B, the form and substance of which guarantee are subject to the
Rating Agency Condition, where either (A) a law firm has given a legal opinion
confirming that none of the guarantor’s payments to Party B under such
guarantee will be subject to withholding for tax or (B) such guarantee provides
that, in the event that any of such guarantor’s payments to Party B are
subject to withholding for tax, such guarantor is required to pay such
additional amount as is necessary to ensure that the net amount actually
received by Party B (free and clear of any withholding tax) will equal the
full amount Party B would have received had no such withholding been
required.


    
      
        Schedule
to ISDA Master Agreement

         


      

      
        15

        
          

        

      

      
         


      

    

    


    “Eligible Replacement” means an
entity (A)(i) with the Moody’s First Trigger Required Ratings and/or the Moody’s
Second Trigger Required Ratings and that has Rated Debt with respect to S&P
and Fitch that is the subject of a legal opinion given by a law firm confirming
that none of its payments to Party B will be subject to withholding for tax
or (ii) whose present and future obligations owing to Party B are
guaranteed pursuant to an Eligible Guarantee provided by a guarantor that has
Rated Debt with respect to S&P and Fitch and with the Moody’s First Trigger
Required Ratings and (B) could become a party to this Agreement (or party to an
agreement in form and substance satisfactory to Party B, the Servicer and
the Indenture Trustee) in accordance with Part 5(e) of this Schedule and
pursuant to documentation which would not be less favorable to Party B than
this Agreement.

    


    “Financial Institution“ means
a bank, broker/dealer, insurance company, structured investment vehicle or
derivative product company.

    


    “Fitch” means Fitch, Inc. or
its successor.

    


    “Fitch Approved Ratings” means
a long-term unsecured and unsubordinated debt rating from Fitch of at least “A”
and a short-term unsecured and unsubordinated debt rating from Fitch of at least
“F1”.

    


    “Fitch Required Ratings” means
a long-term unsecured and unsubordinated debt rating from Fitch of at least
“BBB-”.

    


    “Free Writing Prospectus” means
any free writing prospectus prepared in connection with the public offering of
the Notes.

    


    “Indenture” means that certain
Indenture dated as of the date hereof between Party B, as Issuer, and
[____________], as Indenture Trustee.

    


    “Moody’s” means Moody’s
Investors Service, Inc. or its successor.

    


    “Moody’s Short-term Rating”
means a rating assigned by Moody’s under its short-term rating scale in respect
of an entity’s short-term, unsecured and unsubordinated debt
obligations.

    


    “Notes” mean the asset-backed
notes issued by Party B under the Indenture.

    


    “Preliminary Prospectus
Supplement” means any preliminary prospectus supplement prepared in
connection with the public offering and sale of the Notes.

    


    “Prospectus Supplement” means
any prospectus supplement prepared in connection with the public offering and
sale of the Notes.

    


    “Rated Debt” means, with
respect to a Relevant Entity, (1) in the case of S&P, (i) if such Relevant
Entity is not a Financial Institution, S&P assigns (x) a long-term debt
rating equal to or higher than “A+” to the counterparty, or (y) assigns a
short-term debt rating equal to or higher than “A-1” to the counterparty, or
(ii) if such Relevant Entity is a Financial Institution, S&P assigns (x) a
long-term debt rating equal to or higher than “BBB+” to the counterparty, or (y)
assigns a short-term debt rating equal to or higher than “A-2” to the
counterparty, (2) in the case of Moody’s (i) Moody’s assigns (x) a long-term
debt rating equal to or higher than “A2” to the counterparty, and (y) a
short-term debt rating equal to or higher than “P1” to the counterparty (if the
counterparty has both long-term and short-term debt ratings), or
(ii) Moody’s assigns a long-term debt rating equal to or higher than “A1”
to the counterparty (if the counterparty only has a long-term debt rating)
and (3) in the case of Fitch, assigns a long-term unsecured and unsubordinated
debt rating from Fitch of at least “A” and a short-term unsecured and
unsubordinated debt rating from Fitch of at least “F1”.


    
      
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        16

        
          

        

      

      
         


      

    

    


    “Rating Agencies” means
[S&P, Moody’s and Fitch].

    


    “Rating Agency Condition”
means, with respect to any event or circumstance and each Rating Agency, that
such Rating Agency shall have been given notice of such event or circumstance at
least ten days prior to the occurrence of such event or circumstance (or, if ten
days’ advance notice is impracticable, as much advance notice as is practicable)
and such Rating Agency shall not have issued any written notice that the
occurrence of such event or circumstance will cause it to downgrade, qualify or
withdraw its rating assigned to the Notes.

    


    “Relevant Entities” means
Party A and any guarantor under an Eligible Guarantee in respect of all of
Party A’s present and future obligations under this Agreement.

    


    “S&P” means Standard &
Poor’s, a division of The McGraw-Hill Companies Inc. or its
successor.

    


    “Servicer” means Hyundai
Capital America, a California corporation.

    


    
      	
              (s)

            	
              Amendments.  Section 9(b)
      of this Agreement is hereby amended by inserting the following at the end
      thereof:

            


    

    


    
      it being
a further condition to any such amendment or modification that the Rating Agency
Condition shall have been satisfied.

    

    


    
      	
              (t)

            	
              Regulation AB Financial
      Disclosure.

            


    

    


    Subject
to the last two paragraphs of this clause (t), so long as Party B, the
Depositor or any of such parties’ Affiliates (collectively, “Hyundai”) shall file reports
in respect of the Notes with the Securities and Exchange Commission (the “SEC”) pursuant to
Sections 13(a) or 15(d) of the the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), Party A agrees to Deliver within ten (10) calendar days of
receipt of a written request therefor by Party B or the Depositor, such
information relating to Party A as may be necessary to enable Hyundai to
comply with any SEC disclosure requirements, including without limitation
information concerning Party A required by Items 1115 of Regulation AB and
Forms 8-K, 10-D and 10-K and any information to be provided pursuant to or in
accordance with any SEC comments to any of the foregoing; it being understood
that Hyundai shall not be required to voluntarily suspend its reporting
obligation with respect to the Notes at any time.  To the extent
necessary to comply with Regulation AB, Party A shall obtain any necessary
auditor’s consents related to any financial statements of Party A required
to be incorporated by reference into any Free Writing Prospectus, Preliminary
Prospectus Supplement or Prospectus Supplement or report filed by Hyundai with
the SEC and promptly to forward to the Depositor any such auditor consents
obtained. The information provided, or authorized to be incorporated by
reference, by Party A pursuant to this Part 5(t) is referred to as the
“Additional
Information.”

    


    For the
purpose of this Part 5(t): 


    
      
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        17

        
          

        

      

      
         


      

    

     

    “Deliver” includes actual
delivery or transmission of information in an EDGAR-compatible format or, in the
case of any financial information required to be delivered pursuant to
Item 1115 of Regulation AB and Forms 8-K, 10-D and 10-K, making such
financial information available in an EDGAR-compatible format for incorporation
by reference to the extent permitted by Regulation AB, together with actual
delivery of all necessary auditor’s consents.

    


    “EDGAR” means the SEC’s
Electronic Data Gathering, Analysis and Retrieval system.

    


    “Regulation AB” means Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the SEC in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the SEC, or as
may be provided by the SEC or its staff from time to time.

    


    If at any
time during a period that reports are being filed with respect to Party B
and the Notes in accordance with the Exchange Act and the rules and regulations
of the SEC, as reasonably calculated by the Depositor, the “significance
percentage” of this Agreement for any class of the Notes is 8% or more,
Party A shall within five (5) Local Business Days following receipt of
request therefor demonstrate to the satisfaction of the the Depositor that it is
able to provide the Additional Information required under Item 1115(b)(1) of
Regulation AB for Party A.  If Party A is unable to satisfy
the Depositor as to its ability to provide such information, Party A shall
within five (5) Local Business Days following receipt of request therefor, at
the sole expense of Party A, without any expense or liability to the
Depositor or Party B, either (i) post Eligible Collateral, in form,
substance and amount satisfactory to the Depositor, or (ii) cause an Eligible
Replacement (which satisfies the Rating Agency Condition and any other
requirements of this Agreement, including the requirement to deliver the
indemnification and contribution agreement referred to in Part 3(b)) to replace
Party A as party to this Agreement that has agreed to Deliver any
information, report, certification or accountants’ consent when and as required
under this Part 5(t) hereof.

    


    If at any
time during a period that reports are being filed with respect to Party B
and the Notes in accordance with the Exchange Act and the rules and regulations
of the SEC, as reasonably calculated by the Depositor, the “significance
percentage” of this Agreement for any class of the Notes is 18% or more,
Party A shall within five (5) Local Business Days following receipt of
request therefor demonstrate to the satisfaction of the Depositor that it is
able to provide the Additional Information required under Item 1115(b)(2) of
Regulation AB for Party A.  If Party A is unable to satisfy
the Depositor as to its ability to provide such information, Party A shall
within five (5) Local Business Days following receipt of request therefor, at
the sole expense of Party A, without any expense or liability to the
Depositor or Party B, cause an Eligible Replacement (which satisfies the
Rating Agency Condition and any other requirements of this Agreement, including
the requirement to deliver the indemnification and contribution agreement
referred to in Part 3(b)) to replace Party A as party to this Agreement
that has agreed to Deliver any information, report, certification or
accountants’ consent when and as required under this Part 5(t)
hereof.

    


    [signature
pages follow]

    

      
        
          Schedule
to ISDA Master Agreement

           


        

        
          18

          
            

          

        

        
           


        

      

    

    IN WITNESS WHEREOF, the
parties have executed this Schedule by their duly authorized officers as of the
date first above written.

    


    
      	 
      	
              HYUNDAI
      AUTO RECEIVABLES TRUST 20[__]–

              [_]

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              [____________],

            
	 
      	 
      	
              not
      in its individual capacity

            
	 
      	 
      	
              but
      solely as owner trustee

            
	 
      	
              By:

            	
              ________________________________________

            
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      
	 
      	 
      	 
      
	 
      	
              [____________]

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              ________________________________________

            
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

     

    
      20[__]-[_]
Trust Schedule to

      ISDA
Master Agreement

    

     

    
      
        
        

      

      
        S-1