Exhibit
        10.2

       

      ISDA

    

    
      International
        Swap Dealers Association, Inc.


      


      SCHEDULE

      to
        the 

      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”)


      


      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), Section 5(a)(iii)(1) (Credit
        Support Default) solely with respect to the return of Posted Collateral 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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (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).

      


      
        	 	
                Notwithstanding
                  anything to the contrary in Section 5(a)(iii)(1), any failure by
                  Party A
                  to comply with or perform any obligation to be complied with or
                  performed
                  by Party A under the Credit Support Annex shall not constitute
                  an Event of
                  Default under Section 5(a)(iii) unless the Moody’s Second Rating Trigger
                  Requirements apply and 30 or more Local Business Days have elapsed
                  since
                  the last time the Moody’s Rating Second Trigger Requirements did not
                  apply.

              


      

      


      
        	
                (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).”

              


      

       

      
        
          
          

        

        
          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;

       

      (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; and

       

      (d)
         at
        any
        time on or before such Early Termination Date at which two or more Market
        Quotations have been communicated to Party B and remain capable of becoming
        legally binding upon acceptance by Party B, Party B shall be entitled to
        accept
        only the lowest of such Market Quotations (for the avoidance of doubt, (i)
        a
        Market Quotation expressed as a negative number is lower than a Market Quotation
        expressed as a positive number and (ii) the lower of two Market Quotations
        expressed as negative numbers is the one with the largest absolute
        value).“

       

      (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).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      (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).”

      


      
        	
                (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) Amendment
        to Indenture.
        The
        following shall constitute an Additional Termination Event in which Party
        B
        shall be the sole Affected Party: An amendment and/or supplement is made
        to the
        Indenture without the prior written consent of Party A if such amendment
        and/or
        supplement would materially and adversely affect Party A’s interests hereunder
        or under the Transaction and such consent is required under the
        Indenture.

      


      (iii) 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.

      


      (iv) 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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (v) 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.

      


      (vi) 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.

      


      (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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (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.

      


      
        	(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 national banking association organized under the
        laws of
        the United States.

      


      (ii) Party
        B
        represents that it is a Delaware statutory trust organized or formed under
        the
        laws of the State of Delaware.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        
          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

              
	 	 	 	 	 	 	 
	
                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

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  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

              	 	
                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
                  Motor Finance Company 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:

       

      HSBC
        Bank
        USA, National Association

      452
        Fifth
        Avenue

      New
        York,
        NY 10018

      Attention:
        Legal Department

      Telephone
        No.: 212-525-8119

      Facsimile
        No.: 212-525-6121

       

      Address
        for notices or communications to Party B:

      


      c/o
        Wilmington Trust Company, as Owner Trustee

      Rodney
        Square North

      1100
        North Market Street

      Wilmington,
        Delaware 19890-0001

      Attention:
        Corporate Trust Administration   

      


      With
        a
        copy to: 

      


      Hyundai
        Motor Finance Company

      10550
        Talbert Avenue

      Fountain
        Valley, California 92708

      Attention:
        Manager, Treasury Operations

      Telephone
        No.: (714) 965-3124

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      With
        a
        copy to the Indenture Trustee at: 

      


      388
        Greenwich Street, 14th Floor

      New
        York,
        New York 10013

      Facsimile
        number (212) 816-5527

      Attention:
        Structured Finance Agency and Trust-Hyundai Auto Receivables Trust
        2007-A

       

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

              


      

      


      
        	
              	Party
                A appoints as its Process Agent	
                Not
                  applicable

              


        	 	 	 


      

      
        	
              	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:	
                The
                  Credit Support Annex solely with respect to Party B’s obligations under
                  paragraph 3(b) of the Credit Support
                  Annex

              


      

      


      
        	(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). 

              


      

       

      
        
          
          

        

        
          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 2006 ISDA Definitions (the “2006
        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 2006 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
        2006
        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.

       

      
        
          
          

        

        
          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.

              


      

      


      
        	(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.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                (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). 

      


      (iii) Paragraphs
        (i) and (ii) above are subject to the following exceptions:

       

      (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);

      


      (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).

      
 

      (iv)
         If
        an
        Eligible Replacement has made a Firm Offer (which remains an offer that will
        become legally binding upon acceptance by Party B) to be the transferee pursuant
        to a transfer in accordance with this Part 5(e), Party B shall, at Party
        A’s
        written request and at Party A’s expense, take any reasonable steps required to
        be taken by Party B to effect such transfer.

      


      (v) Upon
        the
        effectiveness of any transfer, each of Party A and Party B shall be released
        (in
        each case to the extent of the obligations so transferred) from its obligations
        as a party to this Agreement without any further notification or other
        action.

      


      
        	(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.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      “Indenture
        Trustee” means
        Citibank, N.A. 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”.

              


      

      


      
        	
                (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 or Paragraph
                  8 of
                  the Credit Support Annex.

              


      

      


      
        	
                (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.  

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

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

              


      

      


      
        	
                (n)

              	
                Confirmation.
                  Each party acknowledges and agrees that the Confirmations executed
                  as of
                  the date hereof and designated as Party A Reference Numbers 486839HN
                  and
                  486842HN 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, Wilmington Trust Company (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). 

       

      
        
          
          

        

        
          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 Motor Finance
        Company, and Citibank, N.A., 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.

       

      
        
          
          

        

        
          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.

      


      “Firm
        Offer”
means
        an offer which, when made, was capable of becoming legally binding upon
        acceptance.

      


      “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 Citibank, N.A., 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.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	 	
                “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”.

              


      

      


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

              


      

      


      
        	 	
                “Rating
                  Agency Condition”
                  means, with respect to any event or circumstance and each Rating
                  Agency,
                  either (a) written confirmation by such Rating Agency that the
                  occurrence
                  of such event or circumstance will not cause it to downgrade, qualify
                  or
                  withdraw its rating assigned to any of the Notes or (b) in the
                  case of
                  Moody’s only, 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 Motor Finance Company, 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.”
        

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      For
        the
        purpose of this Part 5(t): 

      


      “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. 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      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.

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      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 2007-A
	 
 	 
 	 
 
	
              	By:  	Wilmington
                Trust
                Company, 
                not
                  in its individual capacity

                but
                  solely as owner trustee

              


      

       

      
        	 	 	 
	
              	By:  	/s/ W.
                Chris
                Sponenberg
	 	
                
Name:
                W. Chris Sponenberg
	 	Title:
                Vice President



        	 	 	 
	 	HSBC
                BANK
                USA, NATIONAL ASSOCIATION
	 
 	 
 	 
 
	
              	By:  	/s/ Jason
                Saturno
	 	
                
Name:
                Jason Saturno
	 	Title:
                Vice President


      

       

      
        2007-A
          Trust Schedule to

        ISDA
          Master Agreement

      

       

      
        
          
          

        

        
          S-1