Exhibit
        10.5

       

    

    ISDA®

    International
      Swaps and Derivatives Association, Inc.

    


    CREDIT
      SUPPORT ANNEX

     

    to
      the
      Schedule to the

    ISDA
      MASTER AGREEMENT

     

    dated
      as
      of September 28, 2007

    between

    HSBC
      Bank
      USA, National Association (“Party A”)

    and

    Hyundai
      Auto Receivables Trust 2007-A (“Party B”)

    


    This
      Annex supplements, forms part of, and is subject to, the ISDA Master Agreement
      referred to above (this “Agreement”), is part of its Schedule and is a Credit
      Support Document under this Agreement with respect to Party A.

    


    Accordingly,
      the parties agree as follows: 

    


    Paragraphs
      1 - 12. Incorporation

    


    Paragraphs
      1 through 12 inclusive of the ISDA Credit Support Annex (Bilateral Form) (ISDA
      Agreements Subject to New York Law Only) published in 1994 by the International
      Swaps and Derivatives Association, Inc. are incorporated herein by reference
      and
      made a part hereof:


     

    Paragraph
      13. Elections and Variables

    


    
      	
              (a)

            	
              Security
                Interest for “Obligations”.
                The term “Obligations”
                as
                used in this Annex includes no additional obligations of Secured
                Party
                and, for purposes of the definition of Obligations in Paragraph 12,
                includes no additional obligations of
                Pledgor.

            


    

    


    
      	(b)	
              Credit
                Support Obligations.

            


    

     

    (A) “Delivery
      Amount”
will
      apply except that the words “upon a demand made by the Secured Party on or
      promptly following a Valuation Date” shall be deleted and replaced by the words
“on each Valuation Date” and the sentence beginning “Unless otherwise specified
      in Paragraph 13” shall be deleted in its entirety and replaced with the
      following:


     

    “The
      “Delivery
      Amount”
      applicable to the Pledgor for any Valuation Date will equal the greatest
      of:


     

    
      	 	
              (1)

            	
              the
                amount by which the Moody's Credit Support Amount exceeds the Value
                (determined using the Moody's Valuation Percentages) as of that Valuation
                Date of the Posted Credit Support held by the Secured
                Party;

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
            	(2)	
              the
                amount by which the S&P Credit Support Amount exceeds the S&P
                Value (determined using the S&P Valuation Percentages) as of that
                Valuation Date of the Posted Credit Support held by the Secured Party;
                and

            


    

     

    
      	 	
              (3)

            	
              the
                amount by which the Fitch Credit Support Amount exceeds the Value
                (determined using the Fitch Valuation Percentages) as of that Valuation
                Date of the Posted Credit Support held by the Secured Party;
                and

            


    

     

    if,
      on
      any Valuation Date, the Delivery Amount equals or exceeds the Pledgor’s Minimum
      Transfer Amount, the Pledgor will transfer to the Secured Party sufficient
      Eligible Credit Support to ensure that, immediately following such transfer,
      the
      Delivery Amount shall be zero.

     

    
      	 	
              (A)

            	
              Paragraph
                3(b) (Return Amount) shall apply, except that:


            


    

     

    
      	
            	(i)	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” shall be
                deleted in its entirety and replaced by the
                following:

            


    

     

    “The
      “Return
      Amount”
      applicable to the Secured Party for any Valuation Date will equal the least
      of:

     

    
      	 	
              (1)

            	
              the
                amount by which the Value (determined using the Moody's Valuation
                Percentages) as of that Valuation Date of the Posted Credit Support
                held
                by the Secured Party exceeds the Moody's Credit Support Amount for
                such
                Valuation Date;

            


    

     

    
      	 	
              (2)

            	
              the
                amount by which (a) the S&P Value (determined using the S&P
                Valuation Percentages) as of that Valuation Date of the Posted Credit
                Support held by the Secured Party exceeds the S&P Credit Support
                Amount for such Valuation Date; and

            


    

     

    
      	 	
              (3)

            	
              the
                amount by which (a) the Value (determined using the Fitch Valuation
                Percentages) as of that Valuation Date of the Posted Credit Support
                held
                by the Secured Party exceeds the Fitch Credit Support Amount for
                such
                Valuation Date; and

            


    

     

    
      	 	
              (ii)

            	
              in
                no event shall the Secured Party be required to transfer any Posted
                Credit
                Support under Paragraph 3(b) if, immediately following such transfer,
                the
                Delivery Amount would be greater than
                zero.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              “Credit
                Support Amount”
                (x) means, the greater of, the S&P Credit Support Amount, the Fitch
                Credit Support Amount or the Moody’s Credit Support Amount, in
                each case as calculated on a daily basis by the Valuation
                Agent.
                The Credit Support Amount shall be calculated by reference to the
                provisions set forth in this Annex which would result in Party A
                transferring the greatest amount of Eligible Credit Support to Party
                B or,
                if applicable, which would result in Party B returning the least
                amount of
                Posted Credit Support. In circumstances where more than one of the
                Ratings
                Criteria or S&P Accepted Ratings Downgrade, S&P Required Ratings
                Downgrade, Fitch Accepted Ratings Downgrade or Fitch Required Ratings
                Downgrade apply, the Credit Support Amount shall be calculated to
                result
                in Party A transferring the greatest amount of Eligible Credit Support
                or,
                if applicable, which would result in Party B returning the least
                amount of Posted Credit Support.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              Eligible
                Collateral.
                The following items will qualify as “Eligible
                Collateral”:

            


    

     

    
      	 	 	
              Valuation
                Percentage:* 

            
	 	 	
              Moody’s
                First Trigger Event

            	
               

            	
              Moody’s
                Second Trigger Event

            	
               

            	
              S&P

              Approved
                Ratings

              Downgrade

            	
               

            	
              S&P
                Required 

              Ratings

              Downgrade

            	
               

            	
              Fitch

            
	
              (A)

            	
              Cash:
                US
                Dollars in depository account form.

            	 	
              100%

            	 	
              100%

            	 	
              100%

            	 	
              80%

            	 	
              100%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (B)

            	
              U.S.
                Treasury Securities:
                negotiable debt obligations issued by the U.S. Treasury Department
                (“Treasuries”) having a remaining maturity of up to and not more than 1
                year.

            	 	
              100%

            	 	
              100%

            	 	
              98.9%

            	 	
              79.1%

            	 	
              97.5%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (C)

            	
              Treasuries
                having a remaining maturity of greater than 1 year but not more than
                10
                years.

            	 	
              100%

            	 	
              99%
                (1-2yr)

              98%
                (2-3yr)

              97%(3-5yr)

              96%
                (5-7yr)

              94%
                (7-10yr)

            	 	
              98.04%
                (1-5yr)

              92.59%
                (5-10yr)

            	 	
              78.43%
                (1-5yr)

              74.07%
                (5-10yr)

            	 	
              86.3%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (D)

            	
              Treasuries
                having a remaining maturity of greater than 10 years

            	 	
              100%

            	 	
              89%
                (10-20yr)

              87%
                (>20yr)

            	 	
              91.1%(10-20yr)

              88.6%(>20yr)

            	 	
              72.9%
                (10-20yr)

              70.9%(>20yr)

            	 	
              79%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (E)

            	
              Agency
                Securities:
                negotiable debt obligations of the Federal National Mortgage Association
                (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal Home
                Loan
                Banks (FHLB), Federal Farm Credit Banks (FFCB), Student Loan Marketing
                Association (SLMA), Tennessee Valley Authority (TVA) (collectively,
                “Agency Securities”) having a remaining maturity of not more than 1
                year.

            	 	
              100%

            	 	
              99%

            	 	
              98.5%

            	 	
              78.8%

            	 	
              95%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (F)

            	
              Agency
                Securities having a remaining maturity of greater than 1 year but
                not more
                than 5 years.

            	 	
              100%

            	 	
              98%
                (1-2yr)

              97%
                (2-3yr)

              96%
                (3-5yr)

            	 	
              98.04%

            	 	
              78.43%

            	 	
              92%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (G)

            	
              Agency
                Securities having a remaining maturity of greater than 5 years but
                not
                more than 10 years.

            	 	
              100%

            	 	
              94%
                (5-7yr)

              93%
                (7-10yr)

            	 	
              92.59%

            	 	
              74.07%

            	 	
              88%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (H)

            	
              Agency
                Securities having a remaining maturity of greater than 10 years but
                not
                more than 20 years.

            	 	
              100%

            	 	
              89%

            	 	
              87.7%

            	 	
              70.2%

            	 	
              82%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (I)

            	
              Agency
                Securities having a remaining maturity of greater than 20 years but
                not
                more than 30 years.

            	 	
              100%

            	 	
              87%

            	 	
              84.4%

            	 	
              67.5%

            	 	
              82%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (J)

            	
              FHLMC
                Certificates.
                Mortgage participation certificates issued by FHLMC evidencing undivided
                interests or participations in pools of first lien conventional or
                FHA/VA
                residential mortgages or deeds of trust, guaranteed by FHLMC, and
                having a
                remaining maturity of not more than 30 years.

            	 	
              81.9%

            	 	
              81.9%

            	 	
              %
                to be determined

            	 	
              %
                to be determined

            	 	
              82%

            


    

     

    
      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              Valuation
                Percentage:* 

            
	 	 	 	
              Moody’s
                First Trigger Event

            	
               

            	
              Moody’s
                Second Trigger Event

            	
               

            	
              S&P

              Approved
                Ratings

              Downgrade

            	
               

            	
              S&P
                Required 

              Ratings

              Downgrade

            	
               

            	
              Fitch

            
	
              (K)

            	
              FNMA
                Certificates. Mortgage-backed
                pass-through certificates issued by FNMA evidencing undivided interests
                in
                pools of first lien mortgages or deeds of trust on residential properties,
                guaranteed by FNMA, having a remaining maturity of not more than
                30
                years.

            	 	
              81.9%

            	 	
              81.9%

            	 	
              %
                to be 

              determined

            	 	
              %
                to be 

              determined

            	 	
              82%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (L)

            	
              GNMA
                Certificates.
                Mortgage-backed pass-through certificates issued by private entities,
                evidencing undivided interests in pools of first lien mortgages or
                deeds
                of trust on single family residences, guaranteed by the Government
                National Mortgage Association (GNMA) with the full faith and credit
                of the
                United States, and having a remaining maturity of not more than 30
                years.

            	 	
              81.9%

            	 	
              81.9%

            	 	
              %
                to be 

              determined

            	 	
              %
                to be 

              determined

            	 	
              82%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (M)

            	
              Commercial
                Paper.
                Commercial Paper with a rating of at least P-1 by Moody’s, at least F-1 by
                Fitch and at least A-1+ by S&P and having a remaining maturity of not
                more than 30 days.

            	 	
              80%

            	 	
              80%

            	 	
              %
                to be

               determined

            	 	
              %
                to be 

              determined

            	 	
              99%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (N)

            	
              Other.
                Other
                items of Credit Support approved by each applicable rating agency
                with
                such valuation percentages as determined by each applicable rating
                agency.

            	 	
              %
                to be determined

            	 	
              %
                to be 

              determined

            	 	
              %
                to be 

              determined

            	 	
              %
                to be 

              determined

            	 	
              %
                to be determined

            


    

    


    *
      The
      Valuation Percentage shall equal the percentage specified under such Rating
      Agency’s name above. If Party A is rated by more than one Rating Agency
      specified above, the Valuation Percentage shall equal the lowest of the
      applicable percentages specified above.

    


    **
      A
      parenthetical in the form of (a-b
      yr)
      means a security having a remaining maturity greater than or equal to
a
      years
      and less than b
      years.

    


    ***
      For
      Cash,
      the amount thereof: multiplied, in the case of the S&P Value, if an S&P
      Required Ratings Downgrade has occurred and been continuing for at least 10
      Local Business Days, by the S&P Required Ratings Downgrade Valuation
      Percentage set forth in paragraph 13(b)(iii) above.

     

    
      	
            	(iv)	
              There
                shall be no “Other Eligible Support” for Party A for purposes of this
                Annex.

            


    

    


    
      	
            	(v)	
              Thresholds.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (A)

            	
              “Independent
                Amount” means with respect to Party A: Not
                Applicable.

            


    

    


    “Independent
      Amount” means with respect to Party B: Not Applicable.

    


    
      	
            	(B)	
              “Threshold”
                means with respect to Party A: Infinity; provided
                that for (a) so long as the Moody’s First Rating Trigger Requirements
                apply and either (i) the Moody’s First Rating Trigger Requirements have
                applied since this Annex was executed or (ii) at least 30 Local Business
                Days have elapsed since the last time the Moody’s First Rating Trigger
                Requirements did not apply, the Threshold shall be zero; (b) so long
                as
                (i) an S&P Approved Ratings Downgrade has occurred and has been
                continuing for at least 10 Local Business Days or since this Credit
                Support Annex was executed or (ii) an S&P Required ratings Downgrade
                has occurred and is continuing, the Threshold shall be zero; (c)
                so long
                as a Fitch Approved Ratings Downgrade has occurred and has been continuing
                for at least 30 calendar days or since this Credit Support Annex
                was
                executed, the Threshold shall be zero.


            


    

    


    “Threshold”
      means with respect to Party B: Not Applicable.

    


    
      	 	
              (C)

            	
              “Minimum
                Transfer Amount” means with respect to Party A
                $50,000.

            


    

    


    
      	 	 	
              “Minimum
                Transfer Amount” means with respect to Party B
                $50,000.

            


    

    


    
      	 	
              (D)

            	
              Rounding.
                The Delivery Amount will be rounded up and the Return Amount will
                be
                rounded down to the nearest integral multiple of $10,000.00,
                respectively.

            


    

    


    
      	
              (c)

            	
              Valuation
                and Timing.

            


    

    


    
      	 	
              (i)

            	
              “Valuation
                Agent” means Party A; provided, however, that if an Event of Default shall
                have occurred with respect to which Party A is the Defaulting Party,
                Party B shall have the right to designate as Valuation Agent an
                independent party, reasonably acceptable to Party A, the cost for
                which shall be borne by Party A. All calculations by the Valuation
                Agent must be made in accordance with standard market practice, including,
                in the event of a dispute as to the Value of any Eligible Credit
                Support
                or Posted Credit Support, by making reference to quotations received
                by
                the Valuaton Agent from one or more pricing
                sources.

            


    

    


    
      	 	
              (ii)

            	
              “Valuation
                Date” means: each Local Business Day on which the Credit Support Amount
                would be greater than zero.

            


    

    


    
      	
            	(iii)	
              “Valuation
                Time” means:

            


    

    


    
      	 	o	
              the
                close of business in the city of the Valuation Agent on the Valuation
                Date
                or date of calculation, as
                applicable;

            


    

    


    
      	 	x	
              the
                close of business on the Local Business Day before the Valuation
                Date or
                date of calculation, as applicable;


            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    provided
      that the calculations of Value and Exposure will be made as of approximately
      the
      same time on the same date.

     

    
      	
            	(iv)	
              “Notification
                Time” means 1:00 p.m., New York time, on a Local Business Day.
                

            


    

    


    
      	
              (d)

            	
              Conditions
                Precedent. No event shall constitute a “Specified
                Condition”.

            


    

    


    
      	
              (e)

            	
              Substitution.

            


    

    


    
      	 	
              (i)

            	
              “Substitution
                Date” means the Local Business Day in New York on which the Secured Party
                is able to confirm irrevocable receipt of the Substitute Credit Support,
                provided that (x) such receipt is confirmed before 3:00 p.m. (New
                York
                time) on such Local Business Day in New York and (y) the Secured
                Party has
                received, before 1:00 p.m. (New York time) on the immediately preceding
                Local Business Day in New York, the notice of substitution described
                in
                Paragraph 4(d)(i).

            


    

    


    
      	 	
              (ii)

            	
              Consent.
                The Pledgor is not required to obtain the Secured Party’s consent for any
                substitution pursuant to Paragraph
                4(d).

            


    

    


    
      	(f)	
              Dispute
                Resolution.

            


    

    


    
      	 	
              (i)

            	
              “Resolution
                Time” means 1:00 p.m., New York time, on the Local Business Day following
                the date on which a notice is given that gives rise to a dispute
                under
                Paragraph 5.

            


    

    


    
      	
            	(ii)	
              Value.
                For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted
                Credit Support will be calculated as follows: for Cash, the U.S.
                dollar
                value thereof (except as modified below), and for each item of Eligible
                Collateral (except for Cash), an amount in U.S. dollars equal to
                the
                product of (i) either (A) the bid price for such security quoted
                on such
                day by a principal market-maker for such security selected in good
                faith
                by the Secured Party or (B) the most recent publicly available bid
                price
                for such security as reported by a quotation service or in a medium
                selected in good faith and in a commercially reasonable manner by
                Secured
                Party, multiplied by (ii) the percentage figure listed in Paragraph
                13(b)(ii) hereof with respect to such
                security.

            


    

    


    For
      Cash,
      the amount thereof: multiplied, in the case of the S&P Value, if an S&P
      Required Ratings Downgrade has occurred and been continuing for at least 10
      Local Business Days, by the S&P Required Ratings Downgrade Valuation
      Percentage set forth in paragraph 13(b)(iii) above.

    


    
      	
            	(iii)	
              Alternative.
                The provisions of Paragraph 5 will
                apply.

            


    

    


    
      	(g)	
              Holding
                and Using Posted Collateral.

            


    

    


    
      	
            	(i)	
              Eligibility
                to Hold Posted Collateral; Custodians.
                Secured Party will not be entitled to hold Posted Collateral itself,
                and
                instead the Secured Party will be entitled to hold Posted Collateral
                through the Indenture Trustee (the “Custodian“)
                which Posted Collateral (i) shall not be commingled or used with
                any other
                asset held by the Indenture Trustee but shall be held in a separate
                trust
                account for this purpose only and (ii) shall not be transferred to
                any
                other person or entity but Party A pursuant to the provisions herein
                except (x) in any case contemplated by Paragraph 8(a) of this Annex
                with respect to Party A or (y) as directed by Party A; provided,
                however, that if the Custodian does not have a short-term debt rating
                of
                at least “A-1” by S&P, then, within 60 days, a third party custodian
                organized under the laws of the United States maintaining the account
                with
                a domestic office with a short-term debt rating of at least “A-1” by
                S&P must hold such Posted
                Collateral.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ii)	
              Use
                of Posted Collateral.
                The provisions of Paragraph 6(c) will not apply to Secured Party
                and
                without prejudice to Secured Party’s rights under Paragraph 8 of the
                Credit Support Annex, Secured Party will not take any action specified
                in
                such Section 6(c).

            


    

    


    
      	(h)	
              Distributions
                and Interest Amount.

            


    

    


    
      	 	
              (i)

            	
              The
                “Interest Rate”, with respect to Eligible Collateral in the form of Cash,
                for any day, will be the lesser of (x) the rate opposite the caption
                “Federal funds (effective)” for such day as published by the Federal
                Reserve Publication H.15 (519) or any successor publication as published
                by the Board of Governors of the Federal Reserve System and (y) the
                rate
                of interest actually received on such
                Cash.

            


    

    


    
      	 	
              (ii)

            	
              The
                “Transfer of Interest Amount” will be made within 3 Local Business Days
                after the last Local Business Day of each calendar month in an amount
                not
                to exceed the interest actually
                received.

            


    

    


    
      	
            	(iii)	
              Alternative
                Interest Amount. The provisions of Paragraph 6(d)(ii) will
                apply.

            


    

    


    
      	(i)	
              Additional
                Representations. None.

            


    

    


    
      	(j)	
              Other
                Eligible Support and Other Posted Support. Not
                Applicable.

            


    

    


    
      	
              (k)

            	
              Demands
                and Notices. All demands, specifications and notices made by a party
                to
                this Annex will be made to the
                following:

            


    

    


    
      	
              Party
                A:

            	
              HSBC
                Bank USA, National Association

              452
                Fifth Avenue

              New
                York, NY 10018

              Attn:
                Collateral Control

              Tel:
                212-525-3829

              Fax:
                212-525-5879

              Email:
                csacollateral@us.hsbc.com

            
	 	 
	
              Party
                B:

            	
              As
                set forth in the Schedule.

            
	 	 


    

    
      	(l)	
              Addresses
                for Transfers.

            


    

    


    
      	
              Party
                A:

            	
              Cash/Interest
                Payments: (USD Only)

            
	 	
              USD
                Cash Collateral Instructions:

            
	 	 
	 	
              Eligible
                Collateral
                (other than cash):

            
	 	 
	
              Party
                B:

            	
              Contact
                Indenture Trustee in the event Transfers are
                required.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	(m)	
              Other
                Provisions.

            


    

    


    
      	
            	(i)	
              This
                Credit Support Annex is a Security Agreement under the New York
                UCC.

            


    

    


    
      	
            	(ii)	
              Paragraph
                1(b) of this Annex is amended by deleting it and restating it in
                full as
                follows:

              
                “(b)
                  Secured Party and Pledgor. All references in this Annex to the
“Secured
                  Party” mean Party B, and all references in this Annex to the “Pledgor”
                  mean Party A; provided, however, that if Other Posted Support is
                  held by
                  Party B, all references herein to the Secured Party with respect
                  to that
                  Other Posted Support will be to Party B as the beneficiary thereof
                  and
                  will not subject that support or Party B as the beneficiary thereof
                  to
                  provisions of law generally relating to security interests and
                  secured
                  parties.”

              

            


    

     

    
      	 	
              (iii)

            	
              Paragraph
                2 of this Annex is amended by deleting the first sentence thereof
                and
                restating that sentence in full as
                follows:

            


    

    


    “Party
      A,
      as the Pledgor, hereby pledges to Party B, as the Secured Party, as security
      for
      the Pledgor's Obligations, and grants to the Secured Party a first priority
      continuing security interest in, lien on and right of Set-off against all Posted
      Collateral Transferred to or received by the Secured Party
      hereunder.”

    


    
      	 	
              (iv)

            	
              Only
                Party A makes the representations contained in Paragraph 9 of this
                Annex.

            


    

    


    
      	 	
              (v)

            	
              Paragraph
                12 of this Annex is amended by deleting the definitions of “Pledgor” and
                “Secured Party” and replacing them with the
                following:

            


    

    


    “‘Secured
      Party’ means Party B.

    ‘Pledgor’
      means Party A.”

    


    
      	
            	(vi)	
              Paragraph
                12 is hereby amended by adding, in alphabetical order, the
                following:

            


    

    


    “Fitch”
      means Fitch, Inc., or any successor to the rating business of such
      entity.”

    


    “Moody’s”
      means Moody’s Investor Services, Inc., or any successor to the rating business
      of such entity.”

    


    “S&P”
      means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc., or any successor to the rating business of such
      entity.”

    


    
      	 	
              (vii)

            	
              Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for all transfer and other
                taxes
                and other costs and maintenance involved in any Transfer of Eligible
                Collateral.

            


    

     

    
      	(n)	
              S&P
                Criteria

            


    

    


    “S&P
      Credit Support Amount”
      means,
      if the Threshold is zero for any Valuation Date, (a) if an S&P Approved
      Ratings Downgrade has occurred and has continued for 10 Local Business Days
      or
      since this Annex was executed, the Exposure; (b) if an S&P Required Ratings
      Downgrade has occurred and has continued for 10 Local Business Days, an amount
      equal to 125% of the Exposure or (c) if the Threshold is Infinity,
      zero.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “S&P
      Value”
      means,
      on any date and with respect to any Eligible Collateral, the product of
      (A) the bid price (or face value with respect to Cash) obtained by the
      Valuation Agent for such Eligible Collateral and (B)(i) if the S&P Approved
      Ratings Downgrade has occurred and been continuing for at least 10 Local
      Business Days or since this Annex was executed, the S&P Approved Ratings
      Downgrade Valuation Percentage or (ii) if a S&P Required Ratings Downgrade
      has occurred and been continuing for at least 10 Local Business Days, S&P
      Required Ratings Downgrade Valuation Percentage, as applicable, for such
      Eligible Collateral set forth in Paragraph 13(b)(iii). For purposes here,
      for Cash: the amount thereof: multiplied, in the case of the S&P Value, if
      an S&P Required Ratings Downgrade has occurred and been continuing for at
      least 10 Local Business Days, by the S&P Required Ratings Downgrade
      Valuation Percentage set forth in paragraph 13(b)(iii) above

    


    
      	(o)	
              Fitch
                Criteria

            


    

    


    
      	 	
              “Fitch
                Credit Support Amount“
                means with respect to a Party A Rating Downgrade relating to an action
                taken by Fitch that has been continuing for at least thirty (30)
                days,
                the "Fitch
                Credit Support Amount" shall mean an amount in USD equal to the sum
                of (a)
                Party B's Exposure and (b) the Notional Volatility Buffer. Notional
                Volatility Buffer,
                as determined by the Valuation Agent for any date, means the Notional
                Amount of the Transaction on such date multiplied by the Volatility
                Buffer
                Percentage for such date as set out in the table below on such
                date.

            


    

    


    Fitch
      Volatility Buffer:

     

    
      	 	 	
              Remaining
                Weighted Average Maturity

              (years)

            	 
	
              The
                higher of the Fitch credit rating of (i) Party A and (ii) the Credit
                Support Provider of Party A, if applicable

            	 	
              1

            	 	
              2

            	 	
              3

            	 	
              4

            	 	
              5

            	 	
              6

            	 	
              7

            	 	
              8

            	 
	
              At
                least “AA-”

            	 	 	
              0.8

            	
              %

            	 	
              1.7

            	
              %

            	 	
              2.5

            	
              %

            	 	
              3.3

            	
              %

            	 	
              4.0

            	
              %

            	 	
              4.7

            	
              %

            	 	
              5.3

            	
              %

            	 	
              5.9

            	
              %

            
	
              “A+/A”

            	 	 	
              0.6

            	
              %

            	 	
              1.2

            	
              %

            	 	
              1.8

            	
              %

            	 	
              2.3

            	
              %

            	 	
              2.8

            	
              %

            	 	
              3.3

            	
              %

            	 	
              3.8

            	
              %

            	 	
              4.2

            	
              %

            
	
              “A-/BBB+”
                or lower

            	 	 	
              0.5

            	
              %

            	 	
              1.0

            	
              %

            	 	
              1.6

            	
              %

            	 	
              2.0

            	
              %

            	 	
              2.5

            	
              %

            	 	
              2.9

            	
              %

            	 	
              3.3

            	
              %

            	 	
              3.6

            	
              %

            


    

     

    
      	 	 	
              Remaining
                Weighted Average Maturity 

              (years)

            	 
	
              The
                higher of the Fitch credit rating of (i) Party A and (ii) the
                Credit Support Provider of Party A, if applicable

            	 	
              9

            	 	
              10

            	 	
              11

            	 	
              12

            	 	
              13

            	 	
              14

            	 	
              Greater
                than or equal to 15

            	 
	
              At
                least “AA-”

            	 	 	
              6.5

            	
              %

            	 	
              7.0

            	
              %

            	 	
              7.5

            	
              %

            	 	
              8.0

            	
              %

            	 	
              8.5

            	
              %

            	 	
              9.0

            	
              %

            	 	
              9.5

            	
              %

            
	
              “A+/A”

            	 	 	
              4.6

            	
              %

            	 	
              5.0

            	
              %

            	 	
              5.3

            	
              %

            	 	
              5.7

            	
              %

            	 	
              6.0

            	
              %

            	 	
              6.4

            	
              %

            	 	
              6.7

            	
              %

            
	
              “A-/BBB+”
                or lower

            	 	 	
              4.0

            	
              %

            	 	
              4.3

            	
              %

            	 	
              4.7

            	
              %

            	 	
              5.0

            	
              %

            	 	
              5.3

            	
              %

            	 	
              5.6

            	
              %

            	 	
              5.9

            	
              %

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	(p)	
              Moody’s
                Ratings
                Criteria.

            


    

    


    “Moody’s
      First Trigger Event”
means
      that no Relevant Entity has credit ratings from Moody’s at least equal to the
      Moody’s First Trigger Ratings Threshold.

    


    “Moody’s
      First Trigger Ratings Threshold”
      means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating or counterparty rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

    


    “Moody’s
      Second Trigger Event”
means
      that no Relevant Entity has credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold.

    


    “Moody’s
      Second Trigger Ratings Threshold”
means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody’s of “A3”.

    


    Moody’s
      Credit Support Amount.*
      With
      respect to a Moody’s First Trigger Event or a Moody’s Second Trigger Event
      relating to an action taken by Moody’s, the “Credit Support Amount” shall mean
      with respect to a Pledgor on a Valuation Date the sum of:

    


    
      	 	
              (i)

            	
              With
                respect to a Moody’s First Trigger
                Event:

            


    

    


    
      	
            	(A)	
              the
                greater of the Secured Party’s Exposure and $0, plus
                

            


    

    


    
      	
            	(B)	
              Notional
                Amount times the relevant percentage set out in Table B
                below.

            


    

    


    (ii) With
      respect to a Moody’s Second Trigger Event:

    


    
      	 	
              (A)

            	
              the
                greater of the Secured Party’s Exposure, $0 or the amount owed by Party A
                on the next Payment Date (as such term is defined in the Confirmation
                for
                each outstanding Transaction under this Agreement),
                plus

            


    

    


    
      	
            	(B)	
              Notional
                Amount times the relevant percentage set out in Table B
                below.

            


    

    


    *
      To the
      extent that both the Moody’s Credit Support Amount and the S&P Credit
      Support Amount apply, the greater of the two amounts shall be the Credit Support
      Amount.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    TABLE
      B

    


    
      	
              Weighted
                Average Life of 

              Hedge
                in Years

            	 	
              Moody’s
                First Trigger Event has Occurred

            	
               

            	
              Moody’s
                Second Trigger Event has Occurred

            	 
	
              1

            	 	 	
              0.15

            	
              %

            	 	
              0.50

            	
              %

            
	
              2

            	 	 	
              0.30

            	
              %

            	 	
              1.00

            	
              %

            
	
              3

            	 	 	
              0.40

            	
              %

            	 	
              1.50

            	
              %

            
	
              4

            	 	 	
              0.60

            	
              %

            	 	
              1.90

            	
              %

            
	
              5

            	 	 	
              0.70

            	
              %

            	 	
              2.40

            	
              %

            
	
              6

            	 	 	
              0.80

            	
              %

            	 	
              2.80

            	
              %

            
	
              7

            	 	 	
              1.00

            	
              %

            	 	
              3.20

            	
              %

            
	
              8

            	 	 	
              1.10

            	
              %

            	 	
              3.60

            	
              %

            
	
              9

            	 	 	
              1.20

            	
              %

            	 	
              4.00

            	
              %

            
	
              10

            	 	 	
              1.30

            	
              %

            	 	
              4.40

            	
              %

            
	
              11

            	 	 	
              1.40

            	
              %

            	 	
              4.70

            	
              %

            
	
              12

            	 	 	
              1.50

            	
              %

            	 	
              5.00

            	
              %

            
	
              13

            	 	 	
              1.60

            	
              %

            	 	
              5.40

            	
              %

            
	
              14

            	 	 	
              1.70

            	
              %

            	 	
              5.70

            	
              %

            
	
              15

            	 	 	
              1.80

            	
              %

            	 	
              6.00

            	
              %

            
	
              16

            	 	 	
              1.90

            	
              %

            	 	
              6.30

            	
              %

            
	
              17

            	 	 	
              2.00

            	
              %

            	 	
              6.60

            	
              %

            
	
              18

            	 	 	
              2.00

            	
              %

            	 	
              6.90

            	
              %

            
	
              19

            	 	 	
              2.00

            	
              %

            	 	
              7.20

            	
              %

            
	
              20

            	 	 	
              2.00

            	
              %

            	 	
              7.50

            	
              %

            
	
              21

            	 	 	
              2.00

            	
              %

            	 	
              7.80

            	
              %

            
	
              22

            	 	 	
              2.00

            	
              %

            	 	
              8.00

            	
              %

            
	
              23

            	 	 	
              2.00

            	
              %

            	 	
              8.00

            	
              %

            
	
              24

            	 	 	
              2.00

            	
              %

            	 	
              8.00

            	
              %

            
	
              25

            	 	 	
              2.00

            	
              %

            	 	
              8.00

            	
              %

            
	
              26

            	 	 	
              2.00

            	
              %

            	 	
              8.00

            	
              %

            
	
              27

            	 	 	
              2.00

            	
              %

            	 	
              8.00

            	
              %

            
	
              28

            	 	 	
              2.00

            	
              %

            	 	
              8.00

            	
              %

            
	
              29

            	 	 	
              2.00

            	
              %

            	 	
              8.00

            	
              %

            
	
              30

            	 	 	
              2.00

            	
              %

            	 	
              8.00

            	
              %

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              Accepted
                and agreed:

            	 	 
	 	 	 
	
              HSBC
                BANK USA, NATIONAL 

              ASSOCIATION

            	 	
              HYUNDAI
                AUTO RECEIVABLES TRUST 

              2007-A

            
	 	 	 	 	 
	 	 	 	By:	Wilmington Trust Company,
              not
                in its individual capacity

              but
                solely in its capacity as Owner Trustee

            
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Jason
              Saturno	 	By:	/s/ W.
              Chris Sponenberg
	 	
              
Name:
              Jason Saturno	 	 	
              

              Name:
                W. Chris Sponenberg

            
	 	Title: Vice President	 	 	Title: Vice President
	 	
              Date:
                September 28, 2007

            	 	 	
              Date:
                September 28, 2007

            


    

     

     

    
      
        
        

      

      
        S-1