Exhibit 4.1


 


 


 


 


 


 


 


 


 


 


AMENDED AND RESTATED


 


TRUST AGREEMENT


 


 


 


between


 


 


HSBC AUTO RECEIVABLES
CORPORATION,


 


 


and


 


 


[OWNER TRUSTEE]


Owner Trustee


 


 


 


 


 


Dated as of [            , 200  ]


 


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE I Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Capitalized Terms

  	
   

  
	
  Section 1.2.

  	
  Other Definitional Provisions

  	
   

  
	
  Section 1.3.

  	
  Action by or Consent of Noteholders and
  Certificateholders

  	
   

  
	
  Section 1.4.

  	
  Material Adverse Effect

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II Organization

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Name

  	
   

  
	
  Section 2.2.

  	
  Office

  	
   

  
	
  Section 2.3.

  	
  Purposes and Powers

  	
   

  
	
  Section 2.4.

  	
  Appointment of Owner Trustee

  	
   

  
	
  Section 2.5.

  	
  Initial Capital Contribution of Owner Trust Estate

  	
   

  
	
  Section 2.6.

  	
  Declaration of Trust

  	
   

  
	
  Section 2.7.

  	
  Liability

  	
   

  
	
  Section 2.8.

  	
  Title to Owner Trust Estate

  	
   

  
	
  Section 2.9.

  	
  Situs of Owner Trust Estate

  	
   

  
	
  Section 2.10.

  	
  Representations and Warranties of the Depositor

  	
   

  
	
  Section 2.11.

  	
  Federal Income Tax Allocations

  	
   

  
	
  Section 2.12.

  	
  Covenants of the Depositor

  	
   

  
	
  Section 2.13.

  	
  Covenants of the Certificateholders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III Certificates and Transfer of Interests

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Initial Ownership

  	
   

  
	
  Section 3.2.

  	
  The Certificates

  	
   

  
	
  Section 3.3.

  	
  Authentication of Certificates

  	
   

  
	
  Section 3.4.

  	
  Registration of Transfer and Exchange of
  Certificates

  	
   

  
	
  Section 3.5.

  	
  Mutilated, Destroyed, Lost or Stolen Certificates

  	
   

  
	
  Section 3.6.

  	
  Persons Deemed Certificateholders

  	
   

  
	
  Section 3.7.

  	
  Access to List of Certificateholders’ Names and
  Addresses

  	
   

  
	
  Section 3.8.

  	
  Maintenance of Office or Agency

  	
   

  
	
  Section 3.9.

  	
  ERISA Restrictions

  	
   

  
	
  Section 3.10.

  	
  Securities Matters

  	
   

  
	
  Section 3.11.

  	
  Distributions

  	
   

  
	
  Section 3.12.

  	
  Certificate Paying Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV Voting Rights and Other Actions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Prior Notice to Holders with Respect to Certain
  Matters

  	
   

  
	
  Section 4.2.

  	
  Action by Certificateholders with Respect to Certain
  Matters

  	
   

  
	
  Section 4.3.

  	
  Action by Certificateholders with Respect to
  Bankruptcy

  	
   

  
	
  Section 4.4.

  	
  Restrictions on Certificateholders’ Power

  	
   

  
	
  Section 4.5.

  	
  Majority Control

  	
   

  
				



 

















 


	
  Section 4.6.

  	
  [Reserved]

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V Certain Duties

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Accounting and
  Records to the Noteholders, Certificateholders, the Internal Revenue Service
  and Others

  	
   

  
	
  Section 5.2.

  	
  Signature on Returns; Tax Matters Partner

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI Authority and Duties of Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  General Authority

  	
   

  
	
  Section 6.2.

  	
  General Duties

  	
   

  
	
  Section 6.3.

  	
  Action upon Instruction

  	
   

  
	
  Section 6.4.

  	
  No Duties Except as Specified in this Agreement or
  in Instructions

  	
   

  
	
  Section 6.5.

  	
  No Action Except under Specified Documents or
  Instructions

  	
   

  
	
  Section 6.6.

  	
  Restrictions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII Concerning the Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Acceptance of Trust and Duties

  	
   

  
	
  Section 7.2.

  	
  Furnishing of Documents

  	
   

  
	
  Section 7.3.

  	
  Representations and Warranties

  	
   

  
	
  Section 7.4.

  	
  Reliance; Advice of Counsel

  	
   

  
	
  Section 7.5.

  	
  Not Acting in Individual Capacity

  	
   

  
	
  Section 7.6.

  	
  Owner Trustee Not Liable for Certificates or
  Receivables

  	
   

  
	
  Section 7.7.

  	
  Owner Trustee May Own Certificates and Notes

  	
   

  
	
  Section 7.8.

  	
  Payments from Owner Trust Estate

  	
   

  
	
  Section 7.9.

  	
  Doing Business in Other Jurisdictions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII Compensation of Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Owner Trustee’s Fees and Expenses

  	
   

  
	
  Section 8.2.

  	
  Indemnification

  	
   

  
	
  Section 8.3.

  	
  Payments to the Owner Trustee

  	
   

  
	
  Section 8.4.

  	
  Non-recourse Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Termination of Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Termination of Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X Successor Owner Trustees and Additional
  Owner Trustees

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
  Eligibility Requirements for Owner Trustee

  	
   

  
	
  Section 10.2.

  	
  Resignation or Removal of Owner Trustee

  	
   

  
	
  Section 10.3.

  	
  Successor Owner Trustee

  	
   

  
	
  Section 10.4.

  	
  Merger or Consolidation of Owner Trustee

  	
   

  
	
  Section 10.5.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI Miscellaneous

  	
   

  



 


 


ii

















 


	
  Section 11.1.

  	
  Supplements and Amendments

  	
   

  
	
  Section 11.2.

  	
  No Legal Title to Owner Trust Estate in
  Certificateholders

  	
   

  
	
  Section 11.3.

  	
  Limitations on Rights of Others

  	
   

  
	
  Section 11.4.

  	
  Notices

  	
   

  
	
  Section 11.5.

  	
  Severability

  	
   

  
	
  Section 11.6.

  	
  Separate Counterparts

  	
   

  
	
  Section 11.7.

  	
  Assignments; Support Provider

  	
   

  
	
  Section 11.8.

  	
  Covenants of the Depositor

  	
   

  
	
  Section 11.9.

  	
  No Petition

  	
   

  
	
  Section 11.10.

  	
  No Recourse

  	
   

  
	
  Section 11.11.

  	
  Headings

  	
   

  
	
  Section 11.12.

  	
  GOVERNING LAW

  	
   

  
	
  Section 11.13.

  	
  Servicer

  	
   

  
	
  Section 11.14.

  	
  [Third Party
  Beneficiary.] [The parties hereto agree that the Insurer is a third party
  beneficiary hereof.]

  	
   

  
	
  Section 11.15. 

  	
  Regulation AB

  	
   

  



 


	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Certificate

  	
   

  
	
  Exhibit B

  	
  Form of Certificate of Trust

  	
   

  



 


iii

















 


 


THIS AMENDED AND
RESTATED TRUST AGREEMENT, dated as of [             , 200  ], between HSBC AUTO RECEIVABLES CORPORATION,
a Nevada corporation (the “Depositor”), and [OWNER TRUSTEE], a [            banking            ], as Owner Trustee (the “Owner Trustee”),
amends and restates in its entirety that certain Trust Agreement, dated as of [            , 200  ],
between the Depositor and the Owner Trustee.


ARTICLE I


 


Definitions


Section 1.1.  Capitalized Terms.  For all purposes of this Agreement, the
following terms shall have the meanings set forth below:


“Administrator”
shall mean [                                    
], or its successors, not in its individual capacity but solely as
administrator under the Transaction Documents to which it is a party, and any
successor administrator thereunder.


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


“Benefit Plan”
shall have the meaning assigned to such term in Section 3.9.


“Certificates”
means, if the Depositor elects (i) to evidence its interest in certificated
form pursuant to Section 3.2, the certificate substantially in the form of
Exhibit A or (ii) to have its interest be uncertificated pursuant to Section
3.2, such uncertificated interest.


“Certificate
Majority” shall have the meaning assigned to such term in Section 4.1.


“Certificate
Paying Agent” means the Administrator.


“Certificate
Register” and “Certificate Registrar” shall mean the register mentioned and the
registrar appointed pursuant to Section 3.4.


“Certificate of
Trust” shall mean the Certificate of Trust in the form of Exhibit B which was
filed on [             , 200_] pursuant
to § 3810(a) of the Statutory Trust Statute.


“Code” shall mean
the Internal Revenue Code of 1986, as amended.


“Corporate Trust
Office” shall mean, with respect to the Owner Trustee, the office of the Owner
Trustee located at [Address], Attention: [             ], or at such other address as the
Owner Trustee may designate by notice to the Certificateholders and the
Depositor, or the principal corporate trust office of any successor Owner
Trustee (the


 

















 


address
of which the successor owner trustee will notify the Certificateholders and the
Depositor).


“Depositor” shall
mean HSBC Auto Receivables Corporation in its capacity as Depositor hereunder.


“ERISA” shall have
the meaning assigned to such term in Section 3.9.


“Expenses” shall
have the meaning assigned to such term in Section 8.2.


“Form 8-K” shall mean a
current report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended.


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


“HSBC Finance”
shall mean HSBC Finance Corporation.


“Indemnified
Parties” shall have the meaning assigned to such term in Section 8.2.


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


“Owner Trustee” shall
mean [Owner Trustee], a [             banking             ], not in its individual capacity but solely
as Owner Trustee under this Agreement, and any successor Owner Trustee
hereunder.


“Percentage
Interest” shall mean, with respect to a Certificate, the portion of the
interests in the Trust represented by a Certificate, as reflected in the
Certificate Register.


“Sale and
Servicing Agreement” means the Sale and Servicing Agreement dated as of [             , 200  ],
among the Issuer, the Seller, the Servicer, the Indenture Trustee and the
Administrator, as such agreement may be amended or supplemented from time to
time.


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


“Securities Act”
shall have the meaning assigned to such term in the Indenture.


“Series Trust
Estate” shall mean the property granted to the Indenture Trustee on behalf of
the Trust pursuant to Section 1.02 of the Series Supplement.


2

















 


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


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


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


Section 1.2  Other Definitional Provisions.  (a)  Capitalized terms used herein
and not otherwise defined have the meanings assigned to them in the Sale and
Servicing Agreement or, if not defined therein, in the Indenture; provided
that, as used herein, Series means only the Series of Notes and Series
of Certificates with respect to which the Trust is the Issuer and only such
Series Trust Estates included in the Owner Trust Estate.


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


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


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


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


Section 1.3.  Action by or Consent of Noteholders and
Certificateholders.  Whenever any
provision of this Agreement refers to action to be taken, or consented to, by
Noteholders or Certificateholders, such provision shall be deemed to refer to
the Certificateholder or Noteholder, as the case may be, of record as of the
Record Date immediately preceding the date on which such action is to be taken,
or


3

















 


consent given, by
Noteholders or Certificateholders. 
Solely for the purposes of any action to be taken, or consented to, by
Noteholders, any Note registered in the name of the Depositor or any Affiliate
thereof shall be deemed not to be outstanding; provided, however,
that, solely for the purpose of determining whether the Indenture Trustee is
entitled to rely upon any such action or consent, only Notes that a Responsible
Officer of the Owner Trustee or the Indenture Trustee, as the case may be,
either actually knows to be so owned or has received written notice thereof
shall be so disregarded.


Section 1.4.  Material Adverse Effect.  Whenever a determination is to be made under
this Agreement as to whether a given event, action, course of conduct or set of
facts or circumstances could or would have a material adverse effect on the
Noteholders or Certificateholders (or any similar or analogous determination),
such determination shall be made without taking into account the funds
available from claims under any policy or other Series Support.


ARTICLE II


 


Organization


Section 2.1  Name. 
There is hereby formed a trust to be known as “HSBC Automotive Trust [200_-_]”,
in which name the Owner Trustee may conduct the business of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.


Section 2.2.  Office.  The principal place of business of the Trust
for purposes of Delaware law shall be in care of the Owner Trustee at the
Corporate Trust Office of the Owner Trustee or at such other address as the Owner
Trustee may designate by written notice to the Certificateholders and the
Depositor.  The Trust may establish
additional offices located at such place or places inside or outside the State
of Delaware as the Owner Trustee may designate from time to time by written
notice to the Certificateholders and the Depositor.


Section 2.3  Purposes and Powers.  (a)  The purpose of the Trust is,
and the Trust shall have the power and authority, to engage in the following
activities:


(i)            to issue the Notes
pursuant to the Indenture and the Series Supplement and the Certificates
pursuant to this Agreement and the Series Supplement, and to sell the Notes;


(ii)           with the proceeds
of the sale of the Notes, to fund the expense of obtaining any Series Support
and to pay the organizational, start-up and transactional expenses of the
Trust and to pay the balance to the Depositor pursuant to the Sale and
Servicing Agreement;


(iii)          with respect to the
Series Trust Estate, to assign, grant, transfer, pledge, mortgage and convey
the Series Trust Estate to the Indenture Trustee pursuant to the Indenture and
the Series Supplement for the benefit of the Secured Parties;


4

















 


(iv)          to enter into and
perform its obligations under the Basic Documents and the Related Documents, in
each case, to which it is a party;


(v)           to acquire, hold and
manage the Owner Trust Estate;


(vi)          to make
distributions on the Certificates in accordance with their respective terms;


(vii)         to own Class SV
Preferred Stock of the Depositor;


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


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


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


Secton 2.4.  Appointment of Owner Trustee.  The Depositor hereby appoints the Owner
Trustee as trustee of the Trust effective as of the date hereof, to have all
the respective rights, powers and duties set forth herein.


Section 2.5.  Initial Capital Contribution of Owner
Trust Estate.  The Depositor hereby
sells, assigns, transfers, conveys and sets over to the Owner Trustee, on
behalf of the Trust, as of the date hereof, the sum of $1,000 and one share of
Class SV Preferred Stock of the Depositor. 
The Owner Trustee hereby acknowledges receipt in trust from the
Depositor, as of the date hereof, of the foregoing contribution, which shall
constitute the initial Owner Trust Estate. 
The Depositor shall pay organizational expenses of the Trust as they may
arise.


Section 2.6.  Declaration of Trust.  The Owner Trustee hereby declares that it
will hold the Owner Trust Estate in trust upon and subject to the conditions
set forth herein, on behalf of the Trust, for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Basic
Documents.  It is the intention of the
parties hereto that the Trust constitute a statutory trust under the Statutory
Trust Statute and that this Agreement constitute the governing instrument of
such statutory trust.  It is the
intention of the parties hereto that, solely for federal income tax purposes,
the Trust shall be disregarded as an entity separate from the Certificateholder;
provided, however, that in the event Certificates are owned by
more than one Certificateholder, it is the intention of the parties hereto
that, solely for federal income tax purposes, the Trust shall then be treated
as a partnership and that, unless otherwise required by appropriate tax
authorities, only after such time the Trust will file or cause to be filed
annual or other


5

















 


necessary returns,
reports and other forms consistent with the characterization of the Trust as a
partnership for such tax purposes. 
Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and duties set forth herein and to the extent not inconsistent
herewith, in the Statutory Trust Statute with respect to accomplishing the
purposes of the Trust.  The Owner Trustee
shall file the Certificate of Trust with the Secretary of State.


Section 2.7.  Liability.  (a)  The Depositor shall pay
organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.


(b)           No Holder, other than to the extent
set forth in clause (a), shall have any personal liability for any liability or
obligation of the Trust.


Section 2.8.  Title to Owner Trust Estate.  (a)  Legal title to all of the Owner
Trust Estate shall be vested at all times in the Trust as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Owner Trust Estate to be vested in a trustee or trustees, in which
case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.


(b)           The holders of the Certificates shall
not have legal title to any part of the Series Trust Estate.  The Holders of the Certificates shall be
entitled to receive distributions with respect to their undivided ownership
interest therein in accordance with the terms hereof and the Series
Supplement.  No transfer, by operation of
law or otherwise, of any right, title or interest by any Certificateholder of
its ownership interest in the Owner Trust Estate shall operate to terminate
this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Series
Trust Estate.


Section 2.9.  Situs of Owner Trust Estate.  The Trust will be located in the State of
Delaware and administered in the State of Delaware and the State of Illinois.  All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located with the Certificate Paying
Agent in the State of New York.  Payments
will be received by the Certificate Paying Agent on behalf of the Trust in New
York and payments will be made by the Trust from New York.  The Trust shall not have any employees in any
state other than Delaware; provided, however, that nothing herein
shall restrict or prohibit the Owner Trustee, the Servicer or any agent of the
Trust from having employees within or without the State of Delaware.  The principal office of the Trust will be at
the Corporate Trust Office of the Owner Trustee.


Section 2.10.  Representations and Warranties of the
Depositor.  The Depositor makes the
following representations and warranties on which the Owner Trustee relies in
accepting the Owner Trust Estate in trust and executing the Certificates and
Notes and upon which any Support Provider relies in providing any Series
Support.  Each of the following
representations and warranties shall be deemed to be made on each date on which
a Series Trust Estate is pledged under the Indenture.


6

















 


(a)           Organization and Good Standing.  The Depositor is duly organized and validly
existing as a Nevada corporation with power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is presently conducted and is proposed to be conducted pursuant to
this Agreement and the Basic Documents.


(b)           Due Qualification.  It is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of its
property, the conduct of its business and the performance of its obligations
under this Agreement and the Basic Documents requires such qualification and in
which the failure to so qualify would have a material adverse effect on the
business, properties, assets or condition (financial or otherwise) of the
Depositor.


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


(d)           Binding Obligations.  This Agreement, when duly executed and
delivered, shall constitute legal, valid and binding obligations of the
Depositor enforceable against the Depositor in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by equitable limitations on the availability of specific
remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law.


(e)           No Consent Required.  To the best knowledge of the Depositor, no
consent, license, approval or authorization or registration or declaration
with, any Person or with any governmental authority, bureau or agency is
required in connection with the execution, delivery or performance of this Agreement
and the Related Documents, except for such as have been obtained, effected or
made or as to which a failure to obtain, effect or make would not have a
material adverse effect on the business, properties, assets or condition
(financial or other) of the Depositor.


(f)            No Violation.  The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or by-laws of the Depositor, or any material
indenture, agreement or other instrument to which the Depositor is a party or
by which it is bound; nor result in the creation or imposition of any Lien upon
any of its properties pursuant to the terms of any such indenture, agreement or
other instrument (other than pursuant to the Basic Documents or any applicable
Related Documents); nor violate any law or, to the best of the Depositor’s
knowledge, any order, rule or regulation


7

















 


applicable to the
Depositor of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties, provided, however, that the
Receivables will not satisfy the Eligibility Criteria set forth in Schedule I
to the Series Supplement until the date on which such Receivables are
transferred to the Issuer.


(g)           No Proceedings.  To the best of the Depositor’s knowledge,
there are no proceedings or investigations pending or, to its knowledge
threatened against it before any court, regulatory body, administrative agency
or other tribunal or governmental instrumentality having jurisdiction over it
or its properties (A) asserting the invalidity of this Agreement or any of the
Basic Documents, (B) seeking to prevent the issuance of the Certificates or the
Notes or the consummation of any of the transactions contemplated by this Agreement
or any of the Basic Documents, (C) seeking any determination or ruling that
might materially and adversely affect its performance of its obligations under,
or the validity or enforceability of, this Agreement or any Related Documents,
or (D) seeking to adversely affect the federal income tax or other federal,
state or local tax attributes of any of the Notes or Certificates.


Section 2.11.  Federal Income Tax Allocations.  (a)  For so long as the Trust has a
single owner for federal income tax purposes, it will, pursuant to Treasury
Regulations promulgated under section 7701 of the Code, be disregarded as an
entity separate from the Certificateholder for all federal income tax
purposes.  Accordingly, for federal
income tax purposes, the Certificateholder will be treated as (i) owning all
assets owned by the Trust, (ii) having incurred all liabilities incurred by the
Trust, and (iii) all transactions between the Trust and the Certificateholder
will be disregarded.


(b)           Neither the Owner Trustee nor any
Certificateholder will, under any circumstances, and at any time, make an
election on IRS Form 8832 or otherwise, to classify the Trust as an association
taxable as a corporation for federal, state or any other applicable tax
purpose.


(c)           In the event that the Trust has two or
more equity owners for federal income tax purposes, the Trust will be treated
as a partnership.  At any such time that
the Trust has two or more equity owners, this Agreement will be amended, in
accordance with Section 11.1 herein, and appropriate provisions will be added
so as to provide for treatment of the Trust as a partnership.


Section 2.12.  Covenants of the Depositor.  The Depositor agrees and covenants for the
benefit of the Owner Trustee and the Indenture Trustee for the benefit of the
Secured Parties, during the term of this Agreement, and to the fullest extent
permitted by applicable law, that:


(a)           (i) it shall not create, incur or
suffer to exist any indebtedness or (ii) engage in any business, except (x) as
permitted by its articles of incorporation and the Related Documents and (y) in
connection with a securitization transaction (including warehousing
transactions) and the related documents in which the related indebtedness is
issued pursuant to an indenture having a provision substantially similar to
Section 11.18


8

















 


of the Indenture; provided,
however, that no other Series shall be issued under the Basic Documents
so long as the Notes are outstanding;


(b)           it shall not, for any reason,
institute proceedings for the Trust to be adjudicated bankrupt or insolvent, or
consent to the institution of bankruptcy or insolvency proceedings against the
Trust, or file a petition seeking or consenting to reorganization or relief
under any applicable federal or state law relating to the bankruptcy of the
Trust, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Trust or a substantial
part of the property of the Trust or cause or permit the Trust to make any
assignment for the benefit of creditors, or admit in writing the inability of
the Trust to pay its debts generally as they become due, or declare or effect a
moratorium on the debt of the Trust or take any action in furtherance of any
such action;


(c)           it shall obtain from each
counterparty to each Basic Document to which it or the Trust is a party and
each other agreement entered into on or after the date hereof to which it or
the Trust is a party, an agreement by each such counterparty that prior to the
occurrence of the event specified in Section 9.1(e) such counterparty
shall not institute against, or join any other Person in instituting against,
it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceedings under the laws of the
United States or any state of the United States; and


(d)           it shall not, for any reason,
withdraw or attempt to withdraw from this Agreement, dissolve, institute
proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against it, or file a
petition seeking or consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy, or consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of it or a substantial part of its property, or make any assignment
for the benefit of creditors, or admit in writing its inability to pay its
debts generally as they become due, or declare or effect a moratorium on its
debt or take any action in furtherance of any such action.


Section 2.13.  Covenants of the Certificateholders.  Each Certificateholder agrees:


(a)           to be bound by the terms and
conditions of the related Certificates, of this Agreement and, with respect to
the holders of Certificates, of the Series Supplement, including any
supplements or amendments hereto and to perform the obligations of a
Certificateholder as set forth therein or herein, in all respects as if it were
a signatory hereto.  This undertaking is
made for the benefit of the Trust, the Owner Trustee and the Secured Parties;


(b)           to hereby appoint the Owner Trustee
as such Certificateholder’s agent and attorney-in-fact to sign any
federal income tax information return filed on behalf of the Trust, if any, and
agree that, if requested by the Trust, it will sign such federal income tax
information return in its capacity as holder of an interest in the Trust.


9

















 


Each Certificateholder
also hereby agrees that in its tax returns it will not take any position
inconsistent with those taken in any tax returns that may be filed by the
Trust;


(c)           if such Certificateholder is other
than an individual or other entity holding its Certificate through a broker who
reports securities sales on Form 1099-B, to notify the Owner Trustee of
any transfer by it of a Certificate in a taxable sale or exchange, within 30
days of the date of the transfer;


(d)           until the completion of the events
specified in Section 9.1(e), not to, for any reason, institute proceedings
for the Trust or the Depositor to be adjudicated a bankrupt or insolvent, or
consent to the institution of bankruptcy or insolvency proceedings against the
Trust, or file a petition seeking or consenting to reorganization or relief
under any applicable federal or state law relating to bankruptcy, or consent to
the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Trust or a substantial part of its property, or
cause or permit the Trust to make any assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts generally as they
become due, or declare or effect a moratorium on its debt or take any action in
furtherance of any such action; and


(e)           that there shall not be more than 98
other holders of Certificates.


ARTICLE III


 


Certificates
and Transfer of Interests


Section 3.1.  Initial Ownership.  Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.5, the Trust shall
issue an uncertificated ownership interest in the Trust (the “Uncertificated
Certificate”) to the Depositor.  Unless
and until the Depositor transfers all or a portion of the Percentage Interest
represented by such Uncertificated Certificate, such Uncertificated Certificate
shall represent one hundred percent (100%) of the Percentage Interest.  Upon issuance, the Certificates shall be
fully paid and nonassessable.


Section 3.2.  The Certificates.  (a)   The Certificates shall be in
uncertificated form with records of interest ownership maintained by the
Certificate Registrar in the Certificate Register.  If, on or after the Closing Date, the holder
of any Uncertificated Certificate delivers to the Owner Trustee a written
request that the Uncertificated Certificate specified in such request be issued
in certificated form (a related “Certification Request”), the Owner Trustee
shall promptly issue such Certificate to the holder thereof in certificated
form.  If a Certification Request has
been delivered, the Certificate will be issued in registered form,
substantially in the form of Exhibit A, and shall upon issue, be executed and
delivered by the Depositor to the Owner Trustee for authentication and
redelivery as provided in Section 3.3.


(b)           If the Certificates are in
certificated form, they shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Owner Trustee.  Certificates bearing the manual or facsimile
signatures of individuals


10

















 


who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates.


(c)            
A transferee of a Certificate (whether in certificated or uncertificated
form) shall become a Certificateholder, and shall be entitled to the rights and
subject to the obligations of a Certificateholder hereunder, upon due
registration of such Certificate in such transferee’s name pursuant to
Section 3.4.  Any transfer of a
Certificate (whether in certificated or uncertificated form) shall satisfy each
of the transfer restrictions set forth herein and other requirements set forth
in the form of Certificate attached hereto as Exhibit A.


(d)           No Certificates shall be issued under
this Agreement unless such Certificates have been authorized pursuant to the
Series Supplement and all conditions precedent to the issuance thereof, as
specified in the Series Supplement shall have been satisfied.  All Certificates issued under this Agreement
shall be in all respects entitled to the benefits hereof and of the Owner Trust
Estate.


Section 3.3.  Authentication of Certificates.  If the Certificates are in certificated form,
the Owner Trustee shall cause the related Certificates to be executed on behalf
of the Trust, authenticated and delivered to or upon the written order of the
Depositor, signed by its chairman of the board, its president or any vice
president, its treasurer or any assistant treasurer without further corporate
action by the Depositor, in authorized denominations.  No Certificate shall entitle its holder to
any benefit under this Agreement or, with respect to a Series, the Series
Supplement, or shall be valid for any purpose, unless there shall appear on
such Certificate a certificate of authentication substantially in the form set
forth in Exhibit A, executed by the Owner Trustee or its authenticating agent,
by manual signature; such authentication shall constitute conclusive evidence
that such Certificate shall have been duly authenticated and delivered
hereunder.  All Certificates shall be
dated the date of their authentication.


Section 3.4.  Registration of Transfer and Exchange of
Certificates.  (a)  The
Certificate Registrar shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 3.8, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Owner Trustee
shall provide for the registration of Certificates (whether in certificated or
uncertificated form) and of transfers and exchanges of Certificates (whether in
certificated or uncertificated form) as herein provided.  The Owner Trustee shall be the initial
Certificate Registrar.


(b)           The Certificate Registrar shall
provide the Indenture Trustee and the Administrator with a list of the names
and addresses of the Certificateholders on the Closing Date in the form which
such information is provided to the Certificate Registrar by the
Depositor.  Upon any transfers of
Certificates, the Certificate Registrar shall notify the Indenture Trustee and
the Administrator of the name and address of the transferee in writing, by
facsimile, on the day of such transfer.


11

















 


(c)           If a Certificate is in certificated
form, upon surrender for registration of transfer of any Certificate to the
Certificate Registrar at the office or agency maintained pursuant to
Section 3.8, the Owner Trustee shall execute, authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Series in the aggregate Percentage Interest to be
transferred, dated the date of authentication by the Owner Trustee or any
authenticating agent.  If a Certificate
is in uncertificated form, upon representation of such Certificate in
accordance with Section 3.2, the Certificate Registrar shall reflect in the Certificate
Register the transfer of the relevant Percentage Interest.  If a Certificate is in certificated form, at
the option of the Holder thereof, such Certificate may be exchanged for one or
more other Certificates of the same Series in authorized denominations of a
like Percentage Interest upon surrender of the Certificates of the same Series,
to be exchanged at the office or agency maintained pursuant to
Section 3.8.  Certificates may be
issued in any Percentage Interest not to exceed 100%.


(d)           Every Certificate presented or, in
the case of certificated Certificates, surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed
by the Certificateholder or his attorney duly authorized in writing, with such
signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Certificate Registrar, which requirements include
membership or participation in the Securities Transfer Agent’s Medallion
Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Certificate Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Exchange Act. 
Each certificated Certificate surrendered for registration of transfer
or exchange shall be canceled and subsequently disposed of by the Owner Trustee
in accordance with its customary practice.


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


Section 3.5.  Mutilated, Destroyed, Lost or Stolen
Certificates.  If (a) any mutilated
Certificate shall be surrendered to the Certificate Registrar, or if the
Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee, such security or indemnity
as may be required by them to hold each of them harmless, then in the absence
of notice that such Certificate shall have been acquired by a bona fide
purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner
Trustee or its authenticating agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of like Series principal balance.  In connection with the issuance of any new
Certificate under this Section, the Owner Trustee or the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to
this section shall constitute conclusive evidence of an ownership interest in
the Trust, as if


12

















 


originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.


Section 3.6.  Persons Deemed Certificateholders.  Every Person by virtue of becoming a
Certificateholder in accordance with this Agreement and the rules and
regulations of the Certificate Registrar shall be deemed to be bound by the
terms of this Agreement.  Prior to due
presentation of a Certificate for registration of transfer, the Owner Trustee
and the Certificate Registrar and any agent of the Owner Trustee and the Certificate
Registrar may treat the Person in whose name any Certificate shall be
registered in the Certificate Register as the owner of such Certificate for the
purpose of receiving distributions pursuant hereto, the Indenture or the Series
Supplement (in the case of a Certificate) and for all other purposes
whatsoever, and none of the Owner Trustee, the Certificate Registrar nor any
agent of the Owner Trustee or the Certificate Registrar shall be bound by any
notice to the contrary.


Section 3.7.  Access to List of Certificateholders’
Names and Addresses.  The Owner
Trustee or the Certificate Registrar shall furnish or cause to be furnished to
the Servicer, the Depositor, the Indenture Trustee or the Administrator within
15 days after receipt by the Owner Trustee or the Certificate Registrar of a request
therefor from such Person in writing, a list, of the names and addresses of the
Certificateholders as of the most recent Record Date.  If three or more Holders of Certificates or
one or more Holders of Certificates evidencing not less than 25% of the
Percentage Interest apply in writing to the Owner Trustee or the Certificate
Registrar, and such application states that the applicants desire to
communicate with other Certificateholders with respect to their rights under
this Agreement, under the Certificates of such Series or under the Series
Supplement and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Owner Trustee or the
Certificate Registrar shall, within five Business Days after the receipt of
such application, afford such applicants access during normal business hours to
the current list of Certificateholders of such Series.  Each Holder, by receiving and holding a
Certificate, shall be deemed to have agreed not to hold any of the Depositor,
the Servicer, the Owner Trustee or any agent thereof accountable by reason of
the disclosure of its name and address, regardless of the source from which
such information was derived.


Section 3.8.  Maintenance of Office or Agency.  The Owner Trustee or the Certificate
Registrar shall maintain in Chicago, Illinois, an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Owner Trustee in respect
of the Certificates and the Basic Documents may be served.  The Owner Trustee initially designates its
Corporate Trust Office for such purposes. 
The Owner Trustee shall give prompt written notice to the Depositor, the
Certificateholders and any Support Provider of any change in the location of
the Certificate Register or any such office or agency.


Section 3.9.  ERISA Restrictions.  The Certificates may not be acquired by or
for the account of (i) an employee benefit plan (as defined in § 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that
is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in
§ 4975(e)(1) of the


13

















 


Code) that is subject to
Section 4975 of the Code or (iii) any entity whose underlying assets include
assets of a plan described in (i) or (ii) by reason of such plan’s investment
in the entity (each, a “Benefit Plan”). 
The Certificate Registrar shall not register the transfer of a Certificate
unless the transferee has delivered to the Owner Trustee a representation
letter in form and substance satisfactory to the Owner Trustee to the effect
that the transferee is not, and is not acquiring the Certificate for the
account of, a Benefit Plan.


Section 3.10.  Securities Matters.  Notwithstanding anything contained herein to
the contrary, the Owner Trustee shall not be responsible for ascertaining
whether any transfer complies with the registration provisions or exemptions
from the Securities Act, the Exchange Act, applicable state securities law or
the Investment Company Act; provided, however, that if a
certificate is specifically required to be delivered to the Owner Trustee by a
purchaser or transferee of a Certificate, the Owner Trustee shall be under a
duty to examine the same to determine whether it conforms to the requirements
of this Agreement and shall promptly notify the party delivering the same if
such certificate does not so conform.


Section 3.11.  Distributions.  Distributions shall be made from time to time
by the Owner Trustee or the Certificate Paying Agent in accordance with the
Percentage Interests of the Certificateholders.


Section 3.12.  Certificate Paying Agent.  Distributions to be made in respect of the
Certificates pursuant to this Agreement, or the Series Supplement shall be made
by the Certificate Paying Agent, by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the
presentation or surrender of the Certificate or the making of any notation
thereon, except as provided in Section 9.1(c) with respect to the final
distribution on a Certificates.


ARTICLE IV


 


Voting
Rights and Other Actions


Section 4.1.  Prior Notice to Holders with Respect to
Certain Matters.  With respect to the
following matters, the Owner Trustee shall not take action unless at least 30
days before the taking of such action, the Owner Trustee shall have notified
the Certificateholders in writing of the proposed action and Certificateholders
holding, in the aggregate, greater than 50% of the Percentage Interests (a “Certificate
Majority”) shall not have notified the Owner Trustee in writing prior to the
30th day after such notice is given that such Certificateholders have withheld
consent or provided alternative direction:


(a)           the election by the Trust to file an
amendment to the Certificate of Trust, which amendment shall have satisfied the
Rating Agency Condition (unless such amendment is required to be filed under
the Statutory Trust Statute or unless such amendment would not materially and
adversely affect the interests of the Holders[ and shall have been consented to
by the Insurer (for so long as it is the Controlling Party)]);


14

















 


(b)           the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of any Noteholder is
required;


(c)           the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of any Noteholder is
not required and such amendment materially adversely affects the interest of
the Certificateholders;


(d)           except pursuant to
Section 13.1(b) of the Sale and Servicing Agreement, the amendment, change
or modification of the Sale and Servicing Agreement, except to cure any
ambiguity or defect or to amend or supplement any provision in a manner that
would not materially adversely affect the interests of the Certificateholders;
or


(e)           the Depositor shall not, without the
unanimous consent of the holders of the Class SV Preferred Stock of the Depositor,
institute proceedings to be adjudicated insolvent, or consent to the
institution of any bankruptcy or insolvency case or proceedings against it, or
file or consent to a petition under any applicable federal or state law
relating to bankruptcy, seeking the Depositor’s liquidation or reorganization
or any other relief for the Corporation as debtor, or consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or other similar official) of the Corporation or a substantial
part of its property, or make any assignment for the benefit of creditors, or
admit in writing its inability to pay its debts generally as they become due,
or take any corporate action in furtherance of such action.


The Owner Trustee
shall notify the Certificateholders in writing of any appointment of a
successor Note Registrar or Certificate Registrar within five Business Days
thereof.


Section 4.2.  Action by Certificateholders with Respect
to Certain Matters.  The Owner
Trustee shall not have the power (a) to remove the Servicer under the Sale and
Servicing Agreement or (b) except as expressly provided in the Indenture and
the Series Supplement and at the written direction of the Certificateholders,
sell the Receivables after the termination of the Indenture.  The Owner Trustee shall take the actions
referred to in the preceding sentence only upon written instructions signed by
the Certificateholders[, with the prior written consent of the Insurer (for so
long as it is the Controlling Party),] and the furnishing of indemnification
satisfactory to the Owner Trustee by the Certificateholders.


Section 4.3.  Action by Certificateholders with Respect
to Bankruptcy.  Until one year and
one day following the date of payment in full of the Notes, the Owner Trustee
shall not have the power to, and shall not, commence any proceeding or other
actions contemplated by Section 2.13(d) hereof relating to the Trust without
the prior written consent of [the Insurer (for so long as it is the Controlling
Party) and ]all the Certificateholders and the delivery to the Owner Trustee by
each such Certificateholder of a certificate certifying that such
Certificateholder reasonably believes that the Trust is insolvent.


15

















 


Section 4.4.  Restrictions on Certificateholders’ Power.  (a)  The Certificateholders shall
not direct the Owner Trustee to take or refrain from taking any action if such
action or inaction would be contrary to any obligation of the Trust or the
Owner Trustee under this Agreement or any of the Basic Documents or would be
contrary to Section 2.3 or otherwise contrary to law nor shall the Owner
Trustee be obligated to follow any such direction, if given.


(b)           No Certificateholder shall have any
right by virtue or by availing itself of any provisions of this Agreement to
institute any suit, action, or proceeding in equity or at law upon or under or
with respect to this Agreement or any Basic Document, unless there are no
outstanding Notes and unless the Certificate Majority previously shall have
given to the Owner Trustee a written notice of default and of the continuance
thereof, as provided in this Agreement, and also unless the Certificate
Majority shall have made written request upon the Owner Trustee to institute
such action, suit or proceeding in its own name as Owner Trustee under this
Agreement and shall have offered to the Owner Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Owner Trustee, for 30 days after its receipt of
such notice, request, and offer of indemnity, shall have neglected or refused
to institute any such action, suit, or proceeding, and during such 30-day
period no request or waiver inconsistent with such written request has been
given to the Owner Trustee pursuant to and in compliance with this section or
Section 6.3; it being understood and intended, and being expressly
covenanted by each Certificateholder with every other Certificateholder and the
Owner Trustee, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing itself or themselves of any
provisions of this Agreement to affect, disturb, or prejudice the rights of the
Holders of any other of the Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner provided in this Agreement and for
the equal, ratable, and common benefit of all Certificateholders.  For the protection and enforcement of the
provisions of this Section 4.4, each and every Certificateholder and the
Owner Trustee shall be entitled to such relief as can be given either at law or
in equity.


Section 4.5.  Majority Control.  No Certificateholder shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust except as expressly provided in this Agreement.  Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Agreement may be
taken by the Certificate Majority. 
Except as expressly provided herein, any written notice of the
Certificateholders delivered pursuant to this Agreement shall be effective if
signed by the Certificate Majority at the time of the delivery of such notice.


Section 4.6.  [Reserved]


 


ARTICLE V


Certain
Duties


Section 5.1.  Accounting and Records to the Noteholders,
Certificateholders, the Internal Revenue Service and Others.  Subject to Sections 12.1(b)(iii) and 12.1(c)
of the Sale and Servicing Agreement, the Servicer, on behalf of


16

















 


the Trust and Depositor,
shall (a) maintain or cause to be maintained the books of the Trust on a
calendar year basis on the accrual method of accounting, including, without
limitation, the allocations of net income under Section 2.11, (b) deliver
(or cause to be delivered) to each Certificateholder, as may be required by the
Code and applicable Treasury Regulations, such information as may be required
(including Schedule K-1, if applicable) to enable each Certificateholder
to prepare its federal and state income tax returns, (c) file or cause to be
filed, if necessary, such tax returns relating to the Trust (including a
partnership information return, Form 1065, if applicable), and direct the Owner
Trustee to or may itself, as the case may be, make such elections as may from
time to time be required or appropriate under any applicable state or federal
statute or rule or regulation thereunder so as to maintain the Trust’s
characterization as a disregarded entity, or if applicable, as a partnership,
for federal income tax purposes and (d) collect or cause to be collected any
withholding tax as described in and in accordance with the Sale and Serving
Agreement or the Series Supplement with respect to income or distributions to
Certificateholders and the appropriate forms relating thereto.  The Owner Trustee or the Servicer, as the
case may be, shall make all elections pursuant to this Section 5.1 as
directed in writing by the Depositor. 
The Owner Trustee shall sign all tax information returns, if any, filed
pursuant to this Section 5.1 and any other returns as may be required by
law, and in doing so shall rely entirely upon, and shall have no liability for
information provided by, or calculations provided by, the Depositor or the Servicer.  The Owner Trustee shall elect under
Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Receivables.  The Owner Trustee shall not make the election
provided under Section 754 of the Code unless required by law.


Section 5.2.  Signature on Returns; Tax Matters Partner.  (a)  Notwithstanding the provisions
of Section 5.1 and in the event that the Trust is characterized as a
partnership for federal income tax purposes, the Owner Trustee shall sign on
behalf of the Trust the tax returns of the Trust, unless applicable law
requires a Certificateholder to sign such documents, in which case such
documents shall be signed by the Depositor.


(b)           In the event that the Trust is
characterized as a partnership for federal income tax purposes, the Depositor
shall be the “tax matters partner” of the Trust pursuant to the Code.


ARTICLE VI


 


Authority
and Duties of Owner Trustee


Section 6.1.  General Authority.  The Owner Trustee is authorized and directed
to execute and deliver on behalf of the Trust the Basic Documents to which the
Trust is named as a party and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is named
as a party and any amendment thereto, in each case, in such form as the
Depositor shall approve as evidenced conclusively by the Owner Trustee’s
execution thereof, and on behalf of the Trust, to direct the Administrator to
authenticate and deliver the Notes.  In
addition to the


17

















 


foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take all actions required
of the Trust pursuant to the Basic Documents. 
The Owner Trustee is further authorized from time to time to take such
action as the Certificate Majority recommends with respect to the Basic
Documents so long as such activities are consistent with the terms of the Basic
Documents.


Section 6.2.  General Duties.  It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and to administer the Trust in accordance with the
provisions of this Agreement and in the interest of the Holders, subject to the
Basic Documents.  Notwithstanding the
foregoing, the Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Basic Documents to the extent the Servicer
has agreed in the Sale and Servicing Agreement to perform any act or to
discharge any duty of the Trust or the Owner Trustee hereunder or under any
Basic Document and the Owner Trustee shall not be liable for the default or
failure of the Servicer to carry out its obligations under the Sale and
Servicing Agreement.


Section 6.3.  Action upon Instruction.  (a) 
Subject to Article IV, the Certificate Majority shall have the exclusive
right to direct the actions of the Owner Trustee in the management of the
Trust, so long as such instructions are not inconsistent with the express terms
set forth herein or in any Basic Document. 
The Certificate Majority shall not instruct the Owner Trustee in a
manner inconsistent with this Agreement or the Basic Documents.


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


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


(d)           In the event that the Owner Trustee
is unsure as to the application of any provision of this Agreement or any Basic
Document or any such provision is ambiguous as to its application, or is, or
appears to be, in conflict with any other


18

















 


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


Section 6.4.  No Duties Except as Specified in this
Agreement or in Instructions.  The
Owner Trustee shall not have any duty or obligation to manage, make any payment
with respect to, register, record, sell, dispose of, or otherwise deal with the
Owner Trust Estate, or to otherwise take or refrain from taking any action
under, or in connection with, any document contemplated hereby to which the
Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner
Trustee pursuant to Section 6.3; and no implied duties or obligations
shall be read into this Agreement or any Basic Document against the Owner Trustee.  The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to prepare or file any
Commission filing for the Trust or to record this Agreement or any Basic
Document.  The Owner Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any Liens on any part of the Owner Trust Estate
that result from actions by, or claims against, the Owner Trustee (solely in
its individual capacity) and that are not related to the ownership or the
administration of the Owner Trust Estate.


Section 6.5.  No Action Except under Specified Documents
or Instructions.  The Owner Trustee
shall not manage, control, use, sell, dispose of or otherwise deal with any
part of the Owner Trust Estate except (i) in accordance with the powers granted
to and the authority conferred upon the Owner Trustee pursuant to this
Agreement, (ii) in accordance with the Basic Documents or any Related Document
and (iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 6.3.


Section 6.6.  Restrictions.  The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (b) that, to the actual knowledge of the Owner Trustee,
would result in the Trust being treated as an association or publicly traded
partnership taxable as a corporation for federal income tax purposes.  The Certificateholders shall not direct the
Owner Trustee to take action that would violate the provisions of this Section.


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ARTICLE VII



Concerning the Owner
Trustee


Section 7.1.  Acceptance of Trust and Duties.  The Owner Trustee accepts the trust hereby
created and agrees to perform its duties hereunder with respect to such trust
but only upon the terms of this Agreement. 
The Owner Trustee and the Certificate Paying Agent also agree to
disburse all monies actually received by it constituting part of the Owner
Trust Estate upon the terms of this Agreement or the Basic Documents.  The Owner Trustee shall not be answerable or
accountable hereunder or under any Basic Document under any circumstances,
except (i) for its own willful misconduct, bad faith or negligence, (ii) in the
case of the inaccuracy of any representation or warranty contained in
Section 7.3 expressly made by the Owner Trustee in its individual
capacity, (iii) for liabilities arising from the failure of the Owner Trustee
to perform obligations expressly undertaken by it in the last sentence of
Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee
or any branch or affiliate thereof in its commercial capacity or (v) for taxes,
fees or other charges on, based on or measured by, any fees, commissions or
compensation received by the Owner Trustee. 
In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):


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


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


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


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


(e)           the Owner Trustee shall not be
responsible for or in respect of the validity or sufficiency of this Agreement
or for the due execution hereof by the Depositor or for the form, character,
genuineness, sufficiency, value or validity of any of the Owner Trust Estate or
for or in respect of the validity or sufficiency of the Basic Documents or any
Related Document, other than the certificate of authentication on the
Certificates, and the Owner Trustee shall in no event assume or incur any
liability, duty or obligation to the Depositor, any Support Provider, the
Indenture Trustee, the Administrator, the


20

















 


Certificate Paying Agent,
any Noteholder or to any Certificateholder, other than as expressly provided
for herein or in the Basic Documents;


(f)            the Owner Trustee shall not be
liable for the default or misconduct of the Depositor, any Support Provider,
the Indenture Trustee, the Administrator or the Servicer under any of the Basic
Documents or otherwise and the Owner Trustee shall have no obligation or
liability to perform the obligations under this Agreement or the Basic
Documents that are required to be performed by the Depositor or the Certificate
Paying Agent under this Agreement, by the Indenture Trustee or the
Administrator under the Indenture, the Series Supplement or any Related
Document or the Servicer under the Sale and Servicing Agreement or the Series
Supplement; and


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


Section 7.2.  Furnishing of Documents.  The Owner Trustee shall furnish to the
Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Basic Documents.


Section 7.3.  Representations and Warranties.  The Owner Trustee hereby represents and
warrants, in its individual capacity, to the Depositor, the Holders and any
Support Provider (which shall have relied on such representations and
warranties in issuing any policy relating to Series Support), that:


(a)           It is a [             banking             ], duly organized, validly
existing and in good standing under the laws of the United States.  It has all requisite power and authority to
execute, deliver and perform its obligations under this Agreement.


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


(c)           Neither the execution nor the
delivery by it of this Agreement, nor the consummation by it of the
transactions contemplated hereby nor compliance by it with any of the terms or
provisions hereof will contravene any federal or Delaware state law,
governmental rule or regulation governing the banking or trust powers of it or
any


21

















 


judgment or order binding
on it, or constitute any default under its charter documents or by-laws
or any indenture, mortgage, contract, agreement or instrument to which it is a
party or by which any of its properties may be bound.


(d)           This Agreement constitutes the legal,
valid and binding obligation of the Owner Trustee, enforceable against it in
accordance with its terms except as the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting the enforcement of creditors’ rights generally and by general
principles of equity.


(e)           It is authorized to exercise trust
powers in the State of Delaware as and to the extent contemplated herein and it
has a principal place of business in the State of Delaware.


Section 7.4.  Reliance; Advice of Counsel.  (a)  The Owner Trustee shall incur
no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. 
The Owner Trustee may accept a certified copy of a resolution of the
board of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect.  As to
any fact or matter the method of the determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer,
secretary or other authorized officers of the relevant party, as to such fact
or matter, and such certificate shall constitute full protection to the Owner
Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.


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


Section 7.5.  Not Acting in Individual Capacity.  Except as provided in this Article VII, in
accepting the trusts hereby created the Owner Trustee acts solely as Owner
Trustee hereunder and not in its individual capacity and all Persons having any
claim against the Owner Trustee by reason of the transactions contemplated by
this Agreement or any Basic Document shall look only to the Owner Trust Estate
for payment or satisfaction thereof.


22

















 


Section 7.6.  Owner Trustee Not Liable for Certificates
or Receivables.  The recitals
contained herein and in certificated Certificates (other than the signature and
countersignature of the Owner Trustee on such Certificates) shall be taken as
the statements of the Depositor and the Owner Trustee assumes no responsibility
for the correctness thereof.  The Owner
Trustee makes no representations as to the validity or sufficiency of this
Agreement, of any Basic Document or of the Certificates (other than the
signature and countersignature of the Owner Trustee on certificated
Certificates) or the Notes, or of any Receivable or related documents.  The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any
security interest created by any Receivable in any Financed Vehicle or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Owner Trust Estate or its ability to generate the payments
to be distributed to Certificateholders under this Agreement or the Noteholders
under the Indenture, including, without limitation:  the existence, condition and ownership of any
Financed Vehicle; the existence and enforceability of any insurance thereon;
the existence and contents of any Receivable on any computer or other record
thereof; the validity of the assignment of any Receivable to the Trust or of
any intervening assignment; the completeness of any Receivable; the performance
or enforcement of any Receivable; the compliance by the Depositor, the Servicer
or any other Person with any warranty or representation made under any Basic
Document or in any related document or the accuracy of any such warranty or
representation or any action of the Indenture Trustee, the Administrator or the
Servicer or any subservicer taken in the name of the Owner Trustee.


Section 7.7.  Owner Trustee May Own Certificates and
Notes.  The Owner Trustee in its
individual or any other capacity may become the owner or pledgee of
Certificates or Notes and may deal with the Depositor, the Indenture Trustee,
the Administrator and the Servicer in banking transactions with the same rights
as it would have if it were not Owner Trustee.


Section 7.8.  Payments from Owner Trust Estate  All payments to be made by the Owner Trustee
or any Certificate Paying Agent under this Agreement or any of the Basic
Documents shall be made only from the income and proceeds of the Owner Trust
Estate and only to the extent that the Owner Trustee shall have received income
or proceeds from the Owner Trust Estate to make such payments in accordance
with the terms hereof.  The Owner
Trustee, or any successor thereto, in its individual capacity, shall not be
liable for any amounts payable under this Agreement or any of the Basic
Documents.


Section 7.9.  Doing Business in Other Jurisdictions.  Notwithstanding anything contained herein to
the contrary, the Owner Trustee (in its individual and trustee capacities)
shall not be required to take any action in any jurisdiction other than in the
State of Delaware if the taking of such action will, even after the appointment
of a co-trustee or separate trustee in accordance with Section 10.5
hereof, (i) require the consent or approval or authorization or order of or the
giving of notice to, or the registration with or the taking of any other action
in respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) result in any fee, tax or


23

















 


other governmental charge
under the laws of the State of Delaware becoming payable by the Owner Trustee
(in its individual capacity); or (iii) subject the Owner Trustee (in its
individual capacity) to personal jurisdiction in any jurisdiction other than
the State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by the Owner Trustee (in its individual and
trustee capacities) contemplated hereby.


ARTICLE VIII


 


Compensation of Owner
Trustee


 


Section 8.1.  Owner Trustee’s Fees and Expenses.  The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately
agreed upon before the date hereof between HSBC Finance and the Owner Trustee,
and the Owner Trustee shall be entitled to be reimbursed by the Depositor for
its other reasonable expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as the Owner Trustee may employ in connection with the exercise and performance
of its respective rights and duties hereunder or under the Basic Documents.


Section 8.2.  Indemnification.  To the fullest extent permitted by applicable
law, the Depositor shall be liable as primary obligor for, and shall indemnify
the Owner Trustee (in its individual and trustee capacities) and its officers,
directors, successors, assigns, agents and servants (collectively, the “Indemnified
Parties”) from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of
any kind and nature whatsoever (collectively, “Expenses”) which may at any time
be imposed on, incurred by, or asserted against the Owner Trustee (in its trust
or individual capacities) or any Indemnified Party in any way relating to or
arising out of this Agreement or the Basic Documents, the Owner Trust Estate,
the administration of the Owner Trust Estate or the action or inaction of the
Owner Trustee hereunder, except only that the Depositor shall not be liable for
or required to indemnify the Owner Trustee from and against Expenses arising or
resulting from any of the matters described in the third sentence of
Section 7.1 with respect to the Owner Trustee.  The indemnities contained in this
Section 8.2 and the rights under Section 8.1 shall survive the
resignation or termination of the Owner Trustee or the termination of this
Agreement.  In any event of any claim,
action or proceeding for which indemnity will be sought pursuant to this
Section, the Owner Trustee’s choice of legal counsel shall be subject to the
approval of the Depositor which approval shall not be unreasonably withheld.


Section 8.3.  Payments to the Owner Trustee.  Any amounts paid to the Owner Trustee in its
trustee capacity pursuant to this Article VIII shall be deemed not to be a part
of the Owner Trust Estate immediately after such payment and any amounts so
paid to the Owner Trustee in its individual capacity shall not be so paid out
of the Owner Trust Estate but shall be the property of the Owner Trustee in its
individual capacity.


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Section 8.4.  Non-recourse Obligations.  Notwithstanding anything in this Agreement or
any Basic Document, the Owner Trustee agrees in its individual capacity and in
its capacity as Owner Trustee for the Trust that all obligations of the Trust
to the Owner Trustee individually or as Owner Trustee for the Trust shall be
recourse to the Owner Trust Estate only and specifically shall not be recourse
to the assets of any Certificateholder.


ARTICLE IX



Termination of Agreement


 


Section 9.1.  Termination of Agreement.  (a)  This Agreement shall terminate
and the Trust shall dissolve, wind up, terminate and be of no further force or
effect upon the latest to occur of (i) the maturity or other liquidation of the
last Receivable (including the optional purchase by the Depositor or the
Servicer of the corpus of the Trust as described in Section 11.1 of the
Sale and Servicing Agreement) and the subsequent distribution of amounts in
respect of such Receivables as provided in the Basic Documents and, with
respect to amounts released from the Lien of the Indenture, distribution
thereof to the Certificateholders, or (ii) the payment to Noteholders and
Certificateholders of all amounts required to be paid to them pursuant to the
Indenture and this Agreement, including, with respect to amounts released from
the Lien of the Indenture, distribution thereof to the Certificateholders and
the payment to any Support Provider of all amounts payable or reimbursable to
it pursuant to the Series Supplement; provided, however, that the
rights to indemnification under Section 8.2 and the rights under
Section 8.1 shall survive the termination of the Trust.  The Servicer shall promptly notify the Owner
Trustee of any prospective termination pursuant to this Section 9.1.  The bankruptcy, liquidation, dissolution,
death or incapacity of any Certificateholder shall not (x) operate to terminate
this Agreement or the Trust, nor (y) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations
and liabilities of the parties hereto.


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


(c)           If any Certificates are in
certificated form, notice of any termination of a Series Trust Estate,
specifying the Distribution Date upon which the Certificateholders of such
Series shall surrender their Certificates to the Certificate Paying Agent for
payment of the final distribution and cancellation, shall be given by the Owner
Trustee by letter to Certificateholders of such Series mailed within five
Business Days of receipt of notice of such termination given pursuant to
Section 9.1(a) hereof, stating (i) the Distribution Date upon or with respect
to which final payment of the Certificates of such Series shall be made upon
presentation and surrender of the Certificates of such Series at the office of
the Certificate Paying Agent therein designated, (ii) the amount of any such
final payment, (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon


25

















 


presentation and
surrender of the Certificates of such Series at the office of the Certificate
Paying Agent therein specified and (iv) interest will cease to accrue on the
Certificates of such Series.  The Owner
Trustee shall give such notice to the Certificate Registrar (if other than the
Owner Trustee) and the Certificate Paying Agent at the time such notice is
given to Certificateholders.  Upon
presentation and surrender of the Certificates of such Series, the Certificate
Paying Agent shall cause to be distributed to Certificateholders of such Series
amounts distributable pursuant to the Series Supplement.


(d)           If 
any Certificates are in certificated form, in the event that all of the
Certificateholders holding certificated Certificates of such Series shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Certificate Paying
Agent shall give a second written notice to the remaining Certificateholders
holding certificated Certificates of such Series to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto.  If within one year after the
second notice all the certificated Certificates of such Series shall not have
been surrendered for cancellation, the Certificate Paying Agent may take
appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders holding certificated Certificates
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other Series Trust Estate assets that shall remain subject
to this Agreement.  Any funds remaining
in the Trust after exhaustion of such remedies shall be distributed, subject to
applicable escheat laws, by the Certificate Paying Agent to the Depositor and
Holders shall look solely to the Depositor for payment.


(e)           Any funds remaining in the Trust
after funds for final distribution have been distributed or set aside for
distribution in accordance with Section 3808 of the Statutory Trust Statute
shall be distributed by the Certificate Paying Agent to the Depositor.


(f)            Upon the winding up of the Trust and
its termination, the Owner Trustee shall cause the Certificate of Trust to be
canceled by filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810 of the Statutory Trust
Statute.


ARTICLE X



Successor Owner Trustees and Additional Owner Trustees


 


Section 10.1.  Eligibility Requirements for Owner Trustee.  The Owner Trustee shall at all times be a
corporation or national banking association (i) satisfying the provisions of
Section 3807(a) of the Statutory Trust Statute, (ii) authorized to exercise
corporate trust powers; (iii) having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authorities; (iv) having (or having a parent which has) a rating of at least
Baa3 by Moody’s or A-1 by Standard & Poors; and (v) acceptable to the
Certificateholders.  If such corporation
shall publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section, the


26

















 


combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 10.2.


Section 10.2.  Resignation or Removal of Owner Trustee.  The Owner Trustee may at any time resign and
be discharged from the trusts hereby created by giving written notice thereof
to the Depositor (or in the event that the Depositor is not the sole
Certificateholder, the Certificate Majority), any Support Provider and the
Servicer. As a condition precedent to the effectiveness of any such
resignation, the Owner Trustee shall, at least 30 calendar days prior to the
effective date of such resignation, provide to the Depositor and the Servicer
written notice of any successor owner trustee pursuant to this Section, in form
and substance reasonably satisfactory to the Depositor and the Servicer,
containing all information reasonably requested by the Depositor and Servicer
in order for the Depositor to comply with its reporting obligations under Item
6.02 of Form 8-K with respect to the resignation of the Owner Trustee. Upon
receiving such notice of resignation, the Depositor shall promptly appoint a
successor Owner Trustee meeting the qualifications set forth in Section 10.1
herein, by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Owner Trustee and one copy to the successor Owner
Trustee; provided  that the Depositor [and the Insurer] shall have
received written confirmation from each of the Rating Agencies that the
proposed appointment will not result in an increased capital charge to any
Support Provider by either of the Rating Agencies.  If no successor Owner Trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Owner Trustee or any Support Provider
may petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee.


If at any time the
Owner Trustee shall cease to be eligible in accordance with the provisions of
Section 10.1 and shall fail to resign after written request therefor by
the Depositor[ or the Insurer (for so long as it is the Controlling Party)], or
if at any time the Owner Trustee shall be legally unable to act, or shall be
adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its
respective property shall be appointed, or any public officer shall take charge
or control of the Owner Trustee or of its respective property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor[
or the Insurer (for so long as it is the Controlling Party)] may remove the
Owner Trustee.  If the Depositor[ or the
Insurer] shall remove the Owner Trustee under the authority of the immediately
preceding sentence, the Depositor shall promptly appoint a successor Owner
Trustee meeting the qualifications set forth in Section 10.1 herein[ and
acceptable to the Insurer (for so long as it it the Controlling Partyt)], by
written instrument, in triplicate, one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed, one copy to any Support
Provider and one copy to the successor Owner Trustee.  As a condition precedent to such removal and appointment
described in the two preceding sentences, the Owner Trustee shall provide to
the Depositor and the Servicer, at least 30 calendar days prior to the
effective date of such removal and appointment, written notice to the Depositor
and the Servicer,


27

















 


in form and substance reasonably satisfactory to the Depositor and the
Servicer, containing all information reasonably requested by the Depositor and
the Servicer in order for the Depositor to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to the removal of the outgoing Owner
Trustee and the appointment of a successor Owner Trustee.


 


In addition, if the Owner Trustee shall fail to
fulfill its obligations under Section 10.2 (with respect to notice to the
Depositor or the Servicer), and such failure continues for the lesser of 10
calendar days or such period in which the applicable report under the Exchange
Act can be filed timely (without taking into account any extensions), then the
Depositor may remove the Owner Trustee. If the Depositor removes the Owner
Trustee under the authority of the immediately preceding sentence, the
Depositor shall promptly appoint a successor Owner Trustee by written
instrument in duplicate, one copy of which shall be delivered to the Owner
Trustee so removed and one copy to the successor Owner Trustee[ and the
Insurer].


 


Any resignation or removal of the Owner Trustee and
appointment of a successor Owner Trustee pursuant to any of the provisions of this
Section 10.2 shall not become effective until acceptance of appointment by the
successor Owner Trustee pursuant to Section 10.3 and payment of all fees
and expenses owed to the outgoing Owner Trustee. The Depositor shall provide
notice of such resignation or removal of the Owner Trustee to each of the
Rating Agencies.


 


In connection with its resignation or removal, the
Owner Trustee agrees to cooperate with any successor Owner Trustee in effecting
the termination of the Owner Trustee’s responsibilities and rights hereunder
and shall promptly provide such successor Owner Trustee all documents and
records reasonably requested by it to enable it to assume the Owner Trustee’s
functions hereunder.


 


Section 10.3.  Successor Owner Trustee.  Any successor Owner Trustee appointed
pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Depositor, the Servicer, any Support Provider and to its predecessor Owner
Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of its predecessor shall become effective
and the successor Owner Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations
of its predecessor under this Agreement, with like effect as if originally
named as Owner Trustee.  The predecessor
Owner Trustee shall upon payment of its fees and expenses deliver to the
successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and the Depositor and the predecessor Owner Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Owner Trustee all such rights, powers, duties and obligations.


No successor Owner
Trustee shall accept appointment as provided in this Section 10.3 unless at the
time of such acceptance such successor Owner Trustee shall be eligible pursuant
to Section 10.1.


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


Any successor Owner
Trustee appointed pursuant to this Section 10.3 shall promptly file an
amendment to the Certificate of Trust with the Secretary of State identifying
the name and principal place of business of such successor Owner Trustee in the
State of Delaware.


Section 10.4.  Merger or Consolidation of Owner Trustee.  Any corporation into which the Owner Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Owner Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall
be the successor of the Owner Trustee hereunder, provided such corporation
shall be eligible pursuant to Section 10.1, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, further,
that the Owner Trustee shall mail notice of such merger or consolidation to the
Rating Agencies, the Depositor and the Servicer.


In addition, as a condition precedent to the
effectiveness of any merger or consolidation of the Owner Trustee, the Owner
Trustee shall deliver to the Depositor and the Servicer, at least 30 calendar
days prior to the effective date of any merger or consolidation of the Owner
Trustee, written notice thereof, in form and substance reasonably satisfactory
to the Depositor and the Servicer, containing all information reasonably
requested by the Depositor and the Servicer in order for the Depositor to
comply with its reporting obligations under Item 6.02 of Form 8-K with respect
to a successor Owner Trustee. If the Owner Trustee shall fail to fulfill its
obligations under Section 10.4 (with respect to notice to the Depositor or the
Servicer), and such failure continues for the lesser of 10 calendar days or
such period in which the applicable report under the Exchange Act can be filed
timely (without taking into account any extensions), then the Depositor may
remove the Owner Trustee. If the Depositor removes the Owner Trustee under the
authority of the immediately preceding sentence, the Depositor shall promptly
appoint a successor Owner Trustee by written instrument in duplicate, one copy
of which shall be delivered to the Owner Trustee so removed and one copy to the
successor Owner Trustee[ and the Insurer].


Section 10.5.  Appointment of Co-Trustee or Separate
Trustee.  Notwithstanding any other
provisions of this Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Owner Trust Estate or
any Financed Vehicle may at the time be located, the Servicer and the Owner
Trustee acting jointly shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Owner Trustee and any Support
Provider to act as co-trustee, jointly with the Owner Trustee, or separate
trustee or separate


29

















 


trustees, of all or any
part of the Owner Trust Estate, and to vest in such Person, in such capacity,
such title to the Trust, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Servicer and the Owner Trustee may consider necessary or desirable.  If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, the
Owner Trustee[and the Insurer (for so long as it is the Controlling Party) and,
if the Insurer is not the Controlling Party], subject to the approval of the
Certificate Majority (which approval shall not be unreasonably withheld), shall
have the power to make such appointment. 
No co-trustee or separate trustee under this Agreement shall be required
to meet the terms of eligibility as a successor trustee pursuant to
Section 10.1 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.3.


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


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


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


(iii)          the Servicer[, the
Insurer (for so long as it is the Controlling Party)] and the Owner Trustee
acting jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.


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


30

















 


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


ARTICLE XI



Miscellaneous


 


Section 11.1.  Supplements and Amendments.  (a) 
This Agreement may be amended from time to time by the parties hereto[,
with the consent of the Insurer (for so long as it is the Controlling Party),]
by a written instrument signed by each of them, without the consent of any of
the Securityholders; provided that an Opinion of Counsel for the
Depositor (which Opinion of Counsel may, as to factual matters, rely upon
Officer’s Certificates of the Depositor) is addressed and delivered to the
Owner Trustee, dated the date of any such amendment, to the effect that the
conditions precedent to any such amendment have been satisfied and the
Depositor shall have delivered to the Owner Trustee an Officer’s Certificate
dated the date of any such Amendment, stating that the Depositor reasonably
believes that such Amendment will not have a material adverse effect on the
Securityholders.


(b)           This Agreement may also be amended
from time to time with the consent of the[ Insurer (for so long as it is the
Controlling Party),] consent of the Noteholders evidencing not less than a
majority of the Outstanding Amount of the Notes, and the consent of the
Certificateholders representing at least a 50% Percentage Interest, for which
the Seller has not delivered an Officer’s Certificate stating that there is no
material adverse effect, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Securityholders; provided,
however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received that are required to be
distributed on any Security without the consent of the related Securityholder,
or (ii) reduce the aforesaid percentage of Securities the Holder of which
are required to consent to any such amendment, without the consent of the
Holders of all such Certificates then outstanding or (iii) for federal income
tax purposes, cause the Trust to be treated as an association or publicly
traded partnership taxable as a corporation, or the Notes to fail to be treated
as indebtedness.


Prior to the
execution of any such amendment or consent, the Owner Trustee shall furnish
written notification of the substance of such amendment or consent to each
Certificateholder, the Indenture Trustee, the Administrator and each of the
Rating Agencies.


It shall not be
necessary for the consent of Certificateholders, the Noteholders or the
Indenture Trustee pursuant to this Section to approve the particular


31

















 


form of
any proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof.  The
manner of obtaining such consents (and any other consents of Certificateholders
provided for in this Agreement or in any other Basic Document) and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements as the Owner Trustee may
prescribe.  Promptly after the execution
of any amendment to the Certificate of Trust, including, without limitation,
amendments pursuant this Section, the Owner Trustee shall cause the filing of
such amendment with the Secretary of State.


(c)           The Owner Trustee shall not be
required to enter into any amendment to this Agreement which adversely affects
their respective rights, duties or immunities under this Agreement.


Section 11.2.  No Legal Title to Owner Trust Estate in
Certificateholders.  The Certificateholders
shall not have legal title to any part of the Series Trust Estate.  The Certificateholders shall be entitled to
receive distributions with respect to their undivided ownership interest
therein only in accordance with Articles III, V and IX.  No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders to and in
their ownership interest in the Series Trust Estate shall operate to terminate
this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Series
Trust Estate.


Section 11.3.  Limitations on Rights of Others.  The provisions of this Agreement are solely
for the benefit of the Owner Trustee, the Depositor, the Certificateholders,
the Servicer and any Support Provider, the Indenture Trustee, the Administrator
and the Noteholders, and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or equitable right,
remedy or claim in the Owner Trust Estate or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.


Section 11.4.  Notices.  (a)  Unless otherwise expressly
specified or permitted by the terms hereof, all notices shall be in writing and
shall be deemed given upon receipt personally delivered, delivered by overnight
courier or mailed first class mail or certified mail, in each case return
receipt requested, and shall be deemed to have been duly given upon receipt, if
to the Owner Trustee, addressed to its Corporate Trust Office; if to the
Depositor, addressed to HSBC Auto Receivables Corporation, 1111 Town Center
Drive, Las Vegas, Nevada 89144, with a copy to HSBC Finance Corporation, 2700
Sanders Road, Prospect Heights, Illinois 60070, Attn: Treasurer; if to any
Support Provider, at the address of such Support Provider as set forth in the
Series Supplement; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party.


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


32

















 


Section 11.5.  Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


Section 11.6.  Separate Counterparts.  This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.


Section 11.7.  Assignments; Support Provider.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns.  This Agreement shall
also inure to the benefit of any Support Provider.  Without limiting the generality of the
foregoing, all covenants and agreements in this Agreement which confer rights
upon any Support Provider shall be for the benefit of and run directly to any
Support Provider, and any Support Provider shall be entitled to rely on and
enforce such covenants, subject, however, to the limitations on such rights
provided in this Agreement and the Basic Documents.  The Support Provider, if any, may disclaim
any of its rights and powers under this Agreement (but not its duties and
obligations under any Series Support) upon delivery of a written notice to the
Owner Trustee.


Section 11.8.  Covenants of the Depositor.  The Depositor will not at any time institute
against the Trust any bankruptcy proceedings under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to
the Certificates, the Notes, this Agreement or any of the Basic Documents.


Section 11.9.  No Petition.  To the fullest extent permitted by applicable
law, the Owner Trustee (not in its individual capacity but solely as Owner
Trustee), by entering into this Agreement, each Certificateholder, by accepting
a Certificate, and the Indenture Trustee, the Administrator and each Noteholder
by accepting the benefits of this Agreement, hereby covenants and agrees that
they will not at any time institute against the Depositor, or join in any
institution against the Depositor of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Certificates, the Notes, this Agreement, any of
the Basic Documents, the Series Supplement or any Related Documents.


Section
11.10.  No Recourse.  Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder’s Certificates represent
beneficial interests in the Owner Trust Estate only and do not represent
interests in or obligations of the Servicer, the Depositor, the Owner Trustee,
the Indenture Trustee, the Administrator, any Support Provider or any Affiliate
thereof and no recourse may be had against such parties or their assets, except
as may be expressly set forth or contemplated in this Agreement, the
Certificates, the Basic Documents, the Series Supplement or any Related
Documents.


33

















 


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


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


Section
11.13.  Servicer.  The Servicer is authorized to prepare, or
cause to be prepared, execute and deliver on behalf of the Trust all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Trust or the Owner Trustee to prepare, file or deliver pursuant
to the Basic Documents, the Series Supplement or any Related Documents.  Upon written request, the Owner Trustee shall
execute and deliver to the Servicer a limited power of attorney appointing the
Servicer the Trust’s agent and attorney-in-fact to prepare, or
cause to be prepared, execute and deliver all such documents, reports, filings,
instruments, certificates and opinions.


Section 11.14.  [Third Party
Beneficiary.]


Section
11.15.  Regulation AB.  The Seller, the Servicer and the Owner
Trustee acknowledge and agree that the purpose of this Section 11.15 is to
facilitate compliance by the Seller with the provisions of Regulation AB and
related rules and regulations of the Commission. The Seller shall not exercise
its right to request delivery of information or other performance under these
provisions other than in good faith, or for purposes other than compliance with
the Securities Act, the Exchange Act and the rules and regulations of the
Commission under the Securities Act and the Exchange Act. The Owner Trustee
acknowledges that interpretations of the requirements of Regulation AB may
change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with
requests made by the Seller or the Servicer in good faith for delivery of
information under these provisions on the basis of evolving interpretations of
Regulation AB. The Owner Trustee shall cooperate fully with the Seller and the
Issuer to deliver to the Seller and the Issuer (including the Servicer and any
other assignees or designees) any and all statements, reports, certifications,
records and any other information necessary in the good faith determination of
the Seller or the Issuer to permit the Seller to comply with the provisions of
Regulation AB, together with such disclosures relating to the Owner Trustee and
the Receivables, or the servicing of the Receivables, reasonably believed by
the Seller or the Servicer to be necessary in order to effect such
compliance.  Without limiting the
generality of the foregoing, for so long as the Issuer is
required to report under the Exchange Act, the Owner Trustee shall (i) on or
before the fifth Business Day of each month, provide to the Servicer, in
writing, such information regarding the Owner Trustee as is requested by the
Servicer for the purpose of compliance with Items 1117 and 1119 of Regulation
AB; provided, however, that the Owner Trustee shall not
be


34

















 


required to provide such
information in the event that there has been no change to the information
previously provided by the Owner Trustee to the Servicer, and (ii) as promptly
as practicable following notice to or discovery by a Responsible Officer of the
Owner Trustee of any changes to such information, provide to the Servicer, in
writing, such updated information.


 


 


 


[Remainder of page intentionally left blank]


 


35

















 


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


 


	
   

  	
  [OWNER TRUSTEE],

  
	
   

  	
   as Owner Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC AUTO RECEIVABLES
  CORPORATION,

  
	
   

  	
  as Depositor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
  Acknowledged and Agreed:

  	
   

  
	
  HSBC FINANCE CORPORATION,

  	
   

  
	
  as Servicer

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  [                                             ],

  	
   

  
	
  not in its individual
  capacity

  	
   

  
	
  but solely as Certificate
  Paying Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[Signature
Page for Amended and Restated Trust Agreement]


 

















 


EXHIBIT
A


 


[FORM
OF CERTIFICATE]


NUMBER


HSBC
AUTOMOTIVE TRUST 200  -  

CERTIFICATE


 


SEE REVERSE FOR CERTAIN DEFINITIONS


THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE
UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.  NO RESALE OR OTHER TRANSFER OF THIS
CERTIFICATE MAY BE MADE UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN
ACCORDANCE WITH SECTION 3.4 OF THE AMENDED AND RESTATED TRUST AGREEMENT
PERTAINING TO THE HSBC AUTOMOTIVE TRUST 200 
-  (THE “AGREEMENT”) AND (B) IS
MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, (iii) TO THE SELLER OR
(iv) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A AND (C) UPON THE SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED
IN THE AGREEMENT.  NEITHER THE DEPOSITOR,
THE SERVICER, THE TRUST NOR THE OWNER TRUSTEE IS OBLIGATED TO REGISTER THE
CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.






CERTIFICATE


evidencing a beneficial
ownership interest in the assets of the Trust relating to the Series Trust
Estate, which includes a pool of motor vehicle retail installment sale
contracts sold to the Trust by HSBC Auto Receivables Corporation.


(This Certificate does
not represent an interest in or obligation of HSBC Auto Receivables Corporation
or any of its Affiliates, except to the extent described below.)


THIS CERTIFIES
THAT HSBC Auto Receivables Corporation is the registered owner of a fully-paid
and, to the fullest extent permitted by applicable law, nonassessable
beneficial ownership interest representing a 100% Percentage Interest in the
assets of HSBC Automotive Trust 200  -   (the “Trust”)
formed by HSBC Auto


A-1

















 


Receivables
Corporation, a Nevada corporation (the “Depositor”) and the Series Trust
Estate.


 


OWNER
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


[OWNER TRUSTEE],


not in its individual


capacity but solely as


Owner Trustee


 


	
  by

  	
   

  	
  Authenticating
  Agent

  
	
  by

  	
   

  	
   

  



 


HSBC Automotive
Trust 200  -   (the “Trust”),
was created pursuant to a Trust Agreement, dated as of             , 200   (the “Agreement”),
between the Depositor and [Owner Trustee], as owner trustee (the “Owner Trustee”),
as amended and restated as of             , 200   and as
supplemented by a Series Supplement dated as of           , 200 
 (the “Series Supplement”).  A summary of certain of the pertinent
provisions of the Agreement and Series Supplement is set forth below.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Agreement and the Series Supplement.


This certificate
is one of the duly authorized certificates of Trust of HSBC Automotive Trust
200  - 
 designated as Certificates.


This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement and the Series Supplement, to which Agreement the holder of this
Certificate by virtue of the acceptance hereof assents and by which such holder
is bound.  The property of the Trust
consists of the Series Trust Estate which includes a pool of motor vehicle
retail installment sale contracts (the “Receivables”), all monies due
thereunder on or after specified Cut-off Dates, security interests in the
vehicles financed thereby, certain bank accounts and the proceeds thereof,
proceeds from claims on certain insurance policies and certain other rights
under the Agreement and the Sale and Servicing Agreement and each related
Transfer Agreement, all right, to and interest of, the Depositor in and to (i)
the Master Receivables Purchase Agreement dated as of             , 200_ between HSBC Auto Finance
Inc. and the Depositor, as such agreement may be amended or supplemented from
time to time, and (ii) the Master Receivables Purchase Agreement dated as of             , 200   between HSBC Auto Credit Inc. and the
Depositor, as such agreement may be amended or supplemented from time to time.


The Notes have
been issued pursuant to an Indenture dated as of            , 200   (the “Indenture”),
among the Trust, [                                    ], as
Administrator and [Indenture Trustee], as Indenture Trustee and the Series
Supplement.


A-2

















 


Under the Series
Supplement, there will be distributed on the 17th day of each month or, if such
17th day is not a Business Day, the next Business Day (the “Distribution Date”),
commencing on             , 200  , to the Person in whose name this
Certificate is registered at the close of business on the Business Day
preceding such Distribution Date (the “Record Date”) such Certificateholder’s
fractional undivided interest in any amount to be distributed to
Certificateholders on such Distribution Date.


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


Distributions on
this Certificate will be made as provided in the Agreement by the Owner Trustee
by wire transfer or check mailed to the Certificateholder of record in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation hereon. 
Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Owner Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for the purpose by the Owner Trustee in the Corporate Trust Office.


Reference is
hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


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


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


A-3

















 


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


 


	
   

  	
  HSBC AUTOMOTIVE TRUST 200  -  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:[OWNER TRUSTEE],

  
	
   

  	
  not in its individual
  capacity but solely as

  Owner Trustee

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


A-4

















 


(Reverse of Certificate)


The Certificates
do not represent an obligation of, or an interest in, the Depositor, the
Servicer, the Owner Trustee or any Affiliates of any of them and no recourse
may be had against such parties or their assets, except as may be expressly set
forth or contemplated herein or in the Agreement, the Indenture, the Basic
Documents or any Related Documents.  In addition,
this Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections with
respect to the Receivables, as more specifically set forth herein and in the
Sale and Servicing Agreement.  A copy of
each of the Sale and Servicing Agreement, the Agreement and the Series
Supplement may be examined during normal business hours at the principal office
of the Depositor, and at such other places, if any, designated by the
Depositor, by any Certificateholder upon written request.


As provided in the
Agreement and subject to certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate Register upon surrender of
this Certificate for registration of transfer at the offices or agencies of the
Certificate Registrar maintained by the Owner Trustee in the Corporate Trust
Office, accompanied by a written instrument of transfer in form satisfactory to
the Owner Trustee and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations evidencing the same
aggregate interest in the Trust will be issued to the designated
transferee.  The initial Certificate
Registrar appointed under the Agreement is the Owner Trustee.


The Certificates
are issuable as registered Certificates in any Percentage Interest not to
exceed 100%.  As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates in authorized denominations evidencing
the same aggregate Percentage Interest, as requested by the holder surrendering
the same.  No service charge will be made
for any such registration of transfer or exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge payable in connection therewith.


The Owner Trustee
and the Certificate Registrar and any agent of the Owner Trustee or the
Certificate Registrar may treat the person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Registrar nor any such agent shall be affected by any notice to
the contrary.


The Certificates
may not be acquired by or for the account of (a) an employee benefit plan (as
defined in § 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (b) a plan (as defined in § 4975(e) (1) of the Code) that is
subject to § 4975 of the Code or (c) any entity whose underlying assets
include plan assets by reason of such plan’s investment in the entity (each, a “Benefit
Plan”).  The Certificate Registrar shall
not register the transfer of a Certificate unless the transferee has delivered
to the Owner Trustee a representation letter in form and substance satisfactory
to the


 


A-5

















 


Owner
Trustee to the effect that the transferee is not, and is not acquiring the
Certificate for the account of, a Benefit Plan.


The recitals
contained herein shall be taken as the statements of the Depositor or the
Servicer, as the case may be, and the Owner Trustee assumes no responsibility
for the correctness thereof.  The Owner
Trustee makes no representations as to the validity or sufficiency of this
Certificate or of any Receivable or related document.


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


 


A-6

















 


ASSIGNMENT


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


PLEASE INSERT SOCIAL SECURITY


OR OTHER IDENTIFYING NUMBER


OF
ASSIGNEE


	
   

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

  
	
   

  
	
   

  
	
  the within Certificate,
  and all rights thereunder, hereby irrevocably constituting and appointing

  
	
   

  
	
   

  
	
   

  	
  Attorney to transfer said
  Certificate on the books of the

  
	
  Certificate Registrar,
  with full power of substitution in the premises.

  
	
   

  
	
  Dated:

  
	
   

  
	
   

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
  *

  
	
   

  
				



 






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


 


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EXHIBIT
B


 


[FORM
OF CERTIFICATE OF TRUST]


 


CERTIFICATE
OF TRUST


OF


HSBC
AUTOMOTIVE TRUST 200  -  


 


THIS Certificate
of Trust of HSBC Automotive Trust 200  -   (the “Trust”) is being duly executed and
filed on behalf of the Trust by the undersigned, as trustee, to form a
statutory trust under the Delaware Statutory Trust Act (12 Del. C.
§ 3801 et seq.) (the “Act”).


1.             Name.  The name of the statutory trust formed by
this Certificate of Trust is HSBC Automotive Trust 200  -  .


2.             Delaware Trustee.  The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware are
[Owner Trustee], [Address].


3.             Effective Date.  This Certificate of Trust shall be effective
upon filing.


IN
WITNESS WHEREOF,
the undersigned have duly executed this Certificate of Trust in accordance with
Section 3811(a)(1) of the Act.


 


	
   

  	
  [OWNER TRUSTEE],

  
	
   

  	
  not in its individual
  capacity but solely as

  
	
   

  	
  Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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