Exhibit 4.5


 


MASTER RECEIVABLES PURCHASE AGREEMENT


 


 


between


 


 


HSBC AUTO FINANCE INC.,


as Seller


 


and


 


 


HSBC AUTO RECEIVABLES CORPORATION,


as Purchaser


 


 


dated as of


 


                ,
200  


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  SECTION 1.1

  	
  General

  	
  1

  
	
  SECTION 1.2

  	
  Specific Terms

  	
  1

  
	
  SECTION 1.3

  	
  Other Definitional Provisions

  	
  2

  
	
  SECTION 1.4

  	
  Certain References

  	
  2

  
	
  SECTION 1.5

  	
  No Recourse

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY

  	
  3

  
	
   

  	
   

  
	
  SECTION 2.1

  	
  Purchase

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  REPRESENTATIONS AND WARRANTIES

  	
  5

  
	
   

  	
   

  
	
  SECTION 3.1

  	
  Representations and Warranties of Seller

  	
  5

  
	
  SECTION 3.2

  	
  Representations and Warranties of HARC

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  COVENANTS OF SELLER

  	
  8

  
	
   

  	
   

  
	
  SECTION 4.1

  	
  Seller’s Covenants

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  REPURCHASES

  	
  9

  
	
   

  	
   

  
	
  SECTION 5.1

  	
  Repurchase of Receivables Upon Breach of Warranty

  	
  9

  
	
  SECTION 5.2

  	
  Reassignment of Repurchased Receivables

  	
  10

  
	
  SECTION 5.3

  	
  Waivers

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  MISCELLANEOUS

  	
  10

  
	
   

  	
   

  
	
  SECTION 6.1

  	
  Liability of Seller

  	
  10

  
	
  SECTION 6.2

  	
  Amendment

  	
  10

  
	
  SECTION 6.3

  	
  GOVERNING LAW

  	
  11

  
	
  SECTION 6.4

  	
  Notices

  	
  11

  
	
  SECTION 6.5

  	
  Severability of Provisions

  	
  11

  
	
  SECTION 6.6

  	
  Assignment

  	
  11

  
	
  SECTION 6.7

  	
  Acknowledgment and Agreement of Seller

  	
  12

  
	
  SECTION 6.8

  	
  Further Assurances

  	
  12

  
	
  SECTION 6.9

  	
  No Waiver; Cumulative Remedies

  	
  12

  
	
  SECTION 6.10

  	
  Counterparts

  	
  12

  
	
  SECTION 6.11

  	
  Binding Effect; Third-Party Beneficiaries

  	
  12

  
	
  SECTION 6.12

  	
  Merger and Integration

  	
  12

  
	
  SECTION 6.13

  	
  Heading

  	
  13

  
	
  SECTION 6.14

  	
  Schedules and Exhibits

  	
  13

  
	
  SECTION 6.15

  	
  Survival of Representations and Warranties

  	
  13

  
	
  SECTION 6.16

  	
  Nonpetition Covenant

  	
  13

  



 


i

















 


EXHIBITS


 


	
  EXHIBIT A

  	
  Form of
  Receivables Purchase Agreement Supplement

  
	
   

  	
   

  
	
  SCHEDULE A

  	
  Schedule of
  Related Sale and Servicing Agreements

  



 


ii

















 


THIS MASTER RECEIVABLES
PURCHASE AGREEMENT, dated as of                 ,
200  , executed between HSBC Auto Receivables Corporation, a Nevada
corporation, as purchaser (“HARC”) and HSBC Auto Finance Inc., a
Delaware corporation, as seller (“Seller”).


 


W I T N E S S E T H :


 


WHEREAS, HARC has agreed
to purchase from time to time from Seller, and Seller, pursuant to this
Agreement, has agreed to transfer from time to time to HARC the Receivables and
the Other Conveyed Property.


 


WHEREAS, HARC intends
from time to time to transfer Receivables and Other Conveyed Property to
different Delaware business trusts, each of which will issue notes and
certificates secured by the Receivables and Other Conveyed Property.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements hereinafter contained,
and for other good and valuable consideration, the receipt of which is
acknowledged, HARC and Seller, intending to be legally bound, hereby agree as
follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1                        General.
Capitalized terms used herein without definition shall have the respective
meanings assigned to such terms in the related Sale and Servicing Agreement.


 


SECTION 1.2                        Specific
Terms. Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:


 


“Agreement” means
this Master Receivables Purchase Agreement and all amendments hereof and
supplements hereto.


 


“Conveyance” shall
have the meaning specified in Section 2.1.


 


“Conveyance Papers”
shall have the meaning specified in Section 3.1.


 


“Cutoff Date”
shall have the meaning assigned to such term in the applicable Series Supplement
or Receivables Purchase Agreement Supplement.


 


“Other Conveyed
Property” means all money, instruments, rights and other property that are
subject or intended to be subject to the lien and security interest of the
related Indenture (including all property and interests granted to the related
Indenture Trustee), including all proceeds thereof, other than the Receivables.


 

















 


“Purchase Date”
means, with respect to Receivables, any date, on which Receivables are to be
purchased by HARC pursuant to this Agreement and a Receivables Purchase
Agreement Supplement is executed and delivered by Seller and HARC.


 


“Receivables”
means the Receivables listed on the Schedules of Receivables attached to a
Receivables Purchase Agreement Supplement as Schedule A.


 


“Receivables Purchase
Agreement Supplement” means an agreement between HARC and Seller in
connection with a Series, substantially in the form of Exhibit A
hereto.


 


“Repurchase Event”
means a determination pursuant to Section 3.2 of the related Sale and
Servicing Agreement that HARC is required to repurchase a Receivable.


 


“Sale and Servicing
Agreement” means each agreement so entitled set forth on Schedule A
among HARC, HSBC Finance Corporation, as Servicer, the indenture trustee named
therein and the issuer named therein, each as supplemented by a related series supplement
among HARC, HSBC Finance Corporation, as Servicer, the indenture trustee named
therein, the issuer named therein and the owner trustee named therein, pursuant
to which Receivables are conveyed by HARC to such issuer.


 


“Schedule of
Receivables” means a schedule of Receivables sold and transferred
pursuant to this Agreement and a related Receivables Purchase Agreement
Supplement, which is attached as Schedule A to such related Receivables
Purchase Agreement Supplement.


 


SECTION 1.3                        Other
Definitional Provisions.


 


(a)                                  All
terms defined in this Agreement shall have the defined meanings when used in
any certificate, other documents, or Conveyance Paper made or delivered
pursuant hereto unless otherwise defined herein.


 


(b)                                 The
words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Agreement or any Conveyance Paper shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; and Section,
Subsection, Schedule and Exhibit references contained in this
Agreement are references to Sections, Subsections, Schedules and Exhibits in or
to this Agreement unless otherwise specified.


 


(c)                                  All
determinations of the principal or finance charge balance of any Receivable,
and of any collections thereof, shall be made in accordance with the related
Sale and Servicing Agreement.


 


SECTION 1.4                        Certain
References. All references to the Principal Balance of a Receivable as of
any date of determination shall refer to the close of business on such day, or
as of the first day of a Collection Period shall refer to the opening of
business on such day. All references to the last day of a Collection Period
shall refer to the close of business on such day.


 


2

















 


SECTION 1.5                        No
Recourse. Without limiting the obligations of Seller hereunder, no recourse
may be taken, directly or indirectly, under this Agreement or any
certificate or other writing delivered in connection herewith or therewith,
against any stockholder, officer or director, as such, of Seller, or of any
predecessor or successor of Seller.


 


ARTICLE II


 


CONVEYANCE OF THE
RECEIVABLES

AND THE OTHER CONVEYED PROPERTY


 


SECTION 2.1                        Purchase.


 


(a)                                  By
execution of this Agreement and subject to the terms and conditions of this
Agreement, on a Purchase Date with respect to a Receivables Purchase Agreement
Supplement, Seller shall sell, transfer, assign, and otherwise convey to HARC
(each, a “Conveyance”) without recourse (but without limitation of its
obligations in this Agreement), and HARC shall purchase, all right, title and
interest of Seller in and to:


 


(i)                                     each
and every Receivable listed from time to time on Schedule A to such
related Receivables Purchase Agreement Supplement and all monies paid or
payable thereon or in respect thereof on or after the related Cutoff Date
(including amounts due on or before the related Cutoff Date but received by
Seller after such date);


 


(ii)                                  the
security interests in the related Financed Vehicles granted by Obligors
pursuant to such Receivables and any other interest of Seller in such Financed
Vehicles;


 


(iii)                               all rights of Seller
against Dealers pursuant to Dealer Agreements or Dealer Assignments related to
such Receivables;


 


(iv)                              any
proceeds and the right to receive proceeds with respect to such Receivables
repurchased by a Dealer pursuant to a Dealer Agreement;


 


(v)                                 all
rights of Seller under any Service Contracts on the related Financed Vehicles;


 


(vi)                              any
proceeds and the right to receive proceeds with respect to the related
Receivables from claims on any physical damage, loss, credit life or disability
insurance policies, if any, covering Financed Vehicles or Obligors, including
rebates of insurance premiums relating to the Receivables and any proceeds from
the liquidation of such Receivables;


 


3

















 


(vii)                           all items contained in the
Receivables Files with respect to such Receivables and any and all other
documents that Seller or Servicer keeps on file in accordance with its
customary procedures relating to the related Receivables, or the related
Financed Vehicles or Obligor;


 


(viii)                        all property (including the
right to receive future Net Liquidation Proceeds) that secures each related
Receivable and that has been acquired by or on behalf of HARC pursuant to the liquidation
of such Receivable; and


 


(ix)                                all
present and future claims, demands, causes and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the
proceeds of any of the foregoing.


 


(b)                                 Simultaneously
with each Conveyance, HARC will pay or cause to be paid to or upon the order of
Seller an amount equal to 100% of the Principal Balance of the related
Receivables on the books and records of Seller, plus the present value of
anticipated excess spread on such Receivables, discounted to take into account
any uncertainty as to future performance matching historical performance,
servicing fees, delinquencies, pay down rates, yield and such other factors as may be
mutually agreed upon between Seller and HARC, by wire transfer of immediately
available funds.


 


(c)                                  In
connection with each Conveyance, Seller further agrees that it will, at its own
expense, on or prior to the related Purchase Date (i) indicate in its
computer files or microfiche lists that the related Receivables have been
conveyed to HARC in accordance with this Agreement and the related Receivables
Purchase Agreement Supplement, and have been conveyed by HARC to the related
Indenture Trustee pursuant to the related Sale and Servicing Agreement for the
benefit of the related Secured Parties by including in such computer files and
microfiche lists the code identifying each such Receivable and (ii) deliver
to HARC (or to the related Indenture Trustee if HARC so directs) a computer
file or microfiche list containing a true and complete list of all such
Receivables specifying for each such Receivable, as of the Cutoff Date (A) its
account number and (B) the outstanding balance of such Receivable. Such
computer files or microfiche lists shall be delivered to HARC (or to the
related Indenture Trustee if so directed by HARC) and marked as proprietary and
confidential. Seller further agrees not to alter the code referenced in clause (i) of
this paragraph with respect to any Receivable during the term of this
Agreement.


 


4

















 


(d)                                 The
parties hereto intend that each Conveyance shall constitute a sale of the
Seller’s right, title and interest in and to the related Receivables and Other
Conveyed Property, conveying good title free and clear of any liens, claims,
encumbrances or rights of others from Seller to HARC and that the such
Receivables and Other Conveyed Property subject to such Conveyance shall not be
part of Seller’s estate in the event of the insolvency of Seller or a
conservatorship, receivership or similar event with respect to Seller. It is
the intention of the parties hereto that the arrangements with respect to each
Conveyance of Receivables and Other Conveyed Property shall constitute a
purchase and sale of such Receivables and Other Conveyed Property and not a
loan. In the event, however, that a court of competent jurisdiction were to
hold that the transactions evidenced hereby constitute a loan and not a
purchase and sale, it is the intention of the parties hereto that this
Agreement shall constitute a security agreement under applicable law, and that
Seller shall be deemed to have granted to HARC a first priority perfected
security interest in all of such Seller’s right, title and interest in and to
the Receivables and Other Conveyed Property.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


SECTION 3.1                        Representations
and Warranties of Seller. Seller makes the representations and warranties
set forth in Section 3.1(b) through (h) as of each Purchase Date
on which HARC relies in purchasing the Receivables and the Other Conveyed
Property subject to the related Conveyance and in transferring the Receivables
and the Other Conveyed Property to the Issuer under the related Sale and
Servicing Agreement. The representations set forth in Section 3.1(a), on
which HARC relies in purchasing the Receivables and the Other Conveyed Property
subject to the related Conveyance and in transferring the Receivables and the
Other Conveyed Property to the Issuer under the related Sale and Servicing
Agreement, are made with respect to Receivables and Other Conveyed Property
conveyed hereunder, as of the execution and delivery of the related Receivables
Purchase Agreement Supplement, but shall, together with the representations and
warranties set forth in Section 3.1(b) through (h), survive the sale,
transfer and assignment of the Receivables and the Other Conveyed Property
hereunder, and the sale, transfer and assignment thereof by HARC to the Issuer
under each Sale and Servicing Agreement. Seller and HARC agree that HARC will
assign to Issuer all HARC’s rights under this Agreement and each Receivables
Purchase Agreement Supplement and that the Indenture Trustee will thereafter be
entitled to enforce this Agreement and each Receivables Purchase Agreement
Supplement against Seller in the Indenture Trustee’s own name on behalf of the
Securityholders.


 


(a)                                  Eligibility
Criteria. Each of the Receivables which is to be pledged as collateral for
a Series of Notes will satisfy the applicable Eligibility Criteria set
forth in, or to be set forth in, Schedule I to the Series Supplement
establishing such Series.


 


(b)                                 Organization
and Good Standing. Seller is a corporation duly organized and validly
existing in good standing under the laws of the state of Delaware and has, in
all material respects, full power and authority to own its properties and


 


5

















 


conduct its business as
such properties are presently owned and such business is presently conducted,
and to execute, deliver and perform its obligations under this Agreement.


 


(c)                                  Due
Obligation. Seller is duly qualified to do business and is in good standing
as a foreign corporation (or is exempt from such requirements) and has obtained
all necessary licenses and approvals, in each jurisdiction in which failure to
so qualify or to obtain such licenses and approvals would (i) render any
Receivable unenforceable by Seller, HARC or any Trust and (ii) have a
material adverse effect on any Secured Parties.


 


(d)                                 Due
Authorization. The execution, delivery and performance of this Agreement
and any other document or instrument delivered pursuant hereto (such other
documents and instruments, including, but not limited to, the Receivables
Purchase Agreement Supplement collectively, the “Conveyance Papers”) and
the consummation of the transactions provided for in this Agreement or any
other Conveyance Papers have been duly authorized by all necessary corporate
action on the part of Seller and constitute or will constitute the legal,
valid and binding obligation of Seller, enforceable in accordance with their
terms.


 


(e)                                  No
Conflict. The execution and delivery of this Agreement and the Conveyance
Papers, the performance of the transactions contemplated by this Agreement and
the Conveyance Papers, and the fulfillment of the terms of this Agreement and
the Conveyance Papers applicable to Seller will not conflict with, violate or
result in any breach of any of the material terms and provisions of, or
constitute (with or without notice or lapse of time or both) a material default
under, any indenture, contract, agreement, mortgage, deed of trust, or other
instrument to which Seller is a party or by which it or any of its properties
are bound.


 


(f)                                    No
Violation. The execution, delivery and performance of this Agreement and
the Conveyance Papers and the fulfillment of the terms contemplated herein and
therein applicable to Seller will not conflict with or violate any requirements
of law applicable to Seller.


 


(g)                                 No
Proceedings. There are no proceedings or investigations pending or, to the
best knowledge of Seller, threatened against Seller, before any court,
regulatory body, administrative agency or other tribunal or governmental  instrumentality (i) asserting the invalidity
of this Agreement or the Conveyance Papers, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement or the
Conveyance Papers, (iii) seeking any determination or ruling that, in the
reasonable judgment of Seller, would materially and adversely affect the
performance by Seller of its obligations under this Agreement or the Conveyance
Papers, (iv) seeking any determination or ruling that would materially and
adversely affect the validity or enforceability of this Agreement or the
Conveyance Papers or (v) seeking to affect adversely the income tax
attributes of any Trust under United States Federal, Nevada or California
income tax systems.


 


(h)                                 All
Consents. All authorizations, consents, orders, approvals, registrations or
declarations with, or of, any Governmental Authority required to be


 


6

















 


obtained, effected or
given by Seller in connection with the execution and delivery by Seller of this
Agreement or the Conveyance Papers and the performance of the transactions
contemplated by this Agreement or the Conveyance Papers by Seller have been
duly obtained, effected or given and are in full force and effect.


 


SECTION 3.2                        Representations
and Warranties of HARC. HARC makes the representations and warranties set
forth in Section 3.2 (a) through (f) as of each Purchase Date,
on which Seller relies in selling, assigning, transferring and conveying the
Receivables and the Other Conveyed Property subject to the related conveyance
to HARC hereunder. The representations are made with respect to Receivables and
Other Conveyed Property conveyed hereunder, as of the execution and delivery of
the related Receivables Purchase Agreement Supplement, but shall survive the
sale, transfer and assignment of the Receivables and the Other Conveyed
Property hereunder and the sale, transfer and assignment thereof by HARC to the
related Issuer under each Sale and Servicing Agreement.


 


(a)                                  Organization
and Good Standing. HARC is a corporation duly organized and validly
existing under the laws of the State of Nevada and has, in all material
respects, full power and authority to own its properties and conduct its
business as such properties are presently owned and such business is presently
conducted and to execute, deliver and perform its obligations under this
Agreement and the Conveyance Papers.


 


(b)                                 Due
Authorization. The execution and delivery of this Agreement and the
Conveyance Papers and the consummation of the transactions provided for in this
Agreement and the Conveyance Papers have been duly authorized by HARC by all
necessary corporate action on the part of HARC.


 


(c)                                  No
Conflict. The execution and delivery of this Agreement and the Conveyance
Papers, the performance of the transactions contemplated by this Agreement and
the Conveyance Papers, and the fulfillment of the terms hereof and thereof,
will not conflict with, result in any breach of any of the material terms and
provisions of, or constitute (with or without notice or lapse of time or both)
a material default under, any indenture, contract, agreement, mortgage, deed of
trust or other instrument to which HARC is a party or by which it or its
properties is bound.


 


(d)                                 No
Violation. The execution, delivery and performance of this Agreement and
the Conveyance Papers by HARC and the fulfillment of the terms contemplated
herein and therein applicable to HARC will not conflict with or violate any
requirements of law applicable to HARC.


 


(e)                                  No
Proceeding. There are no proceedings or investigations pending or, to the
best knowledge of HARC, threatened against HARC, before any court, regulatory
body, administrative agency, or other tribunal or governmental instrumentality (i) asserting
the invalidity of this Agreement or the Conveyance Papers, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement or the Conveyance Papers, (iii) seeking any determination or
ruling that, in the reasonable


 


7

















 


judgment of HARC, would
materially and adversely affect the performance by HARC of its obligations
under this Agreement or the Conveyance Papers or (iv) seeking any
determination or ruling that would materially and adversely affect the validity
or enforceability of this Agreement or the Conveyance Papers.


 


(f)                                    All
Consents. All authorizations, consents, orders or approvals of or
registrations or declarations with any Governmental Authority required to be
obtained, effected or given by HARC in connection with the execution and
delivery by HARC of this Agreement and the Conveyance Papers and the
performance of the transactions contemplated by this Agreement and the
Conveyance Papers or the fulfillment of the terms of this Agreement and the
Conveyance Papers by HARC have been duly obtained.


 


In the event of any
breach of a representation and warranty made by HARC hereunder, Seller
covenants and agrees that it will not take any action to pursue any remedy that
it may have hereunder, in law, in equity or otherwise, until a year and a
day have passed since the date on which all Notes and Certificates issued by
any Trust have been paid in full. Seller and HARC agree that damages will not
be an adequate remedy for such breach and that this covenant may be
specifically enforced by HARC, the related Issuer or by the related Indenture
Trustee on behalf of the related Secured Parties and the related Owner Trustee
on behalf of the related Certificateholders. Seller agrees that with respect to
its obligations in connection with a Repurchase Event it will exercise no
rights of offset with respect to any claims it may have against HARC.


 


ARTICLE IV


 


COVENANTS OF SELLER


 


SECTION 4.1                        Seller’s
Covenants. Seller hereby covenants and agrees with HARC as follows:


 


(a)                                  Receivables
Not To Be Evidenced by Promissory Notes. Seller will take no action to
cause any Receivable to be evidenced by any instrument (as defined in the UCC).


 


(b)                                 Security
Interests. Except for the conveyances hereunder or as otherwise provide
herein, Seller will not sell, pledge, assign or transfer to any other Person,
or take any other action inconsistent with HARC’s ownership of the Receivables
and Other Conveyed Property or grant, create, incur, assume or suffer to exist
any Lien on any Receivable or any Other Conveyed Property, whether now existing
or hereafter created, or any interest therein, and Seller shall not claim any
ownership interest in the Receivables or any Other Conveyed Property and shall
defend the right, title and interest of HARC in and to the Receivables and
Other Conveyed Property, whether now existing or hereafter created, against all
claims of third parties claiming through or under Seller.


 


(c)                                  Security’s
Interest. Except for the conveyances hereunder and in connection with any
transaction permitted pursuant to Section 6.6, Seller hereby agrees not to
transfer, assign, exchange or otherwise convey or pledge, hypothecate or
otherwise


 


8

















 


grant a security interest
in the Receivables or any Other Conveyed Property and any such attempted
transfer, assignment, exchange, conveyance, pledge, hypothecation or grant
shall be void.


 


(d)                                 Delivery
of Collections or Recoveries. In the event that Seller receives collections
or recoveries with respect to the Receivables, Seller agrees to pay to HARC (or
to the Servicer if HARC so directs) all such collections and recoveries to the
extent such amounts are payable to HARC as soon as practicable after receipt
thereof.


 


(e)                                  Notice
of Liens. Seller shall notify HARC promptly after becoming aware of any
Lien on any Receivable or any Other Conveyed Property other than the
conveyances hereunder.


 


(f)                                    Documentation
of Transfer. Seller shall undertake to file the documents which would be
necessary to perfect and maintain the transfer of the security interest in and
to the Receivables and Other Conveyed Property.


 


(g)                                 Approval
of Office Records. Seller shall cause this Agreement to be duly approved by
Seller’s Board of Directors, and Seller shall maintain this Agreement as a part of
the official records of Seller for the term of this Agreement.


 


(h)                                 Maintenance
of Security Interests in Vehicles. In the event that the assignment of a
Receivable to HARC or any assignee thereof is insufficient, without a notation
on the related Financed Vehicle’s certificate of title, or without fulfilling
any additional administrative requirements under the laws of the state in which
the Financed Vehicle is located, to perfect a security interest in the related
Financed Vehicle in favor of HARC or any assignee thereof, Seller hereby agrees
that the designation of Seller or any Affiliate of Seller as the secured party
on the certificate of title is in its capacity as agent of HARC or the agent of
any assignee of HARC for such limited purpose.


 


ARTICLE V




REPURCHASES


 


SECTION 5.1                        Repurchase
of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase
Event, Seller shall, unless the breach which is the subject of such Repurchase
Event shall have been cured in all material respects, repurchase the Receivable
relating thereto from the related Issuer under the related Sale and Servicing
Agreement by the last day of the first full calendar month following the
discovery of such breach by Seller or receipt by Seller of notice of such
breach from any of the Servicer, HARC, a Trust Officer of the related Indenture
Trustee or the related Owner Trustee and, simultaneously with the repurchase of
the Receivable, Seller shall deposit the Repurchase Amount in full, without
deduction or offset, in the Collection Account, pursuant to Section 3.2 of
the related Sale and Servicing Agreement. It is understood and agreed that,
except as set forth in Section 6.1 hereof, the obligation of Seller to
repurchase any Receivable, as to which a breach occurred and is continuing,
shall, if such obligation is fulfilled, constitute the sole remedy against
Seller for such


 


9

















 


breach available to HARC,
the related Issuer, the related Secured Parties, the related
Certificateholders, the related Indenture Trustee on behalf of the related
Noteholders or the related Owner Trustee on behalf of the related
Certificateholders. The provisions of this Section 5.1 are intended to
grant the related Indenture Trustee or the related Issuer a direct right
against Seller to demand performance hereunder, and in connection therewith,
Seller waives any requirement of prior demand against HARC with respect to such
repurchase obligation. Any such repurchase shall take place in the manner
specified in Section 3.2 of the related Sale and Servicing Agreement. Notwithstanding
any other provision of this Agreement or the related Sale and Servicing
Agreement to the contrary, the obligation of Seller under this Section shall
not terminate upon a termination of HSBC Finance Corporation as Servicer under
the related Sale and Servicing Agreement and shall be performed in accordance
with the terms hereof notwithstanding the failure of the Servicer or HARC to
perform any of their respective obligations with respect to such
Receivable under the related Sale and Servicing Agreement.


 


SECTION 5.2                        Reassignment
of Repurchased Receivables. Upon deposit in the Collection Account of the
Repurchase Amount of any Receivable repurchased by Seller under Section 5.1
hereof, HARC and the related Issuer shall take such steps as may be
reasonably requested by Seller in order to assign to Seller all of HARC’s and
the related Issuer’s right, title and interest in and to such Receivable and
all security and documents and all Other Conveyed Property conveyed to HARC and
the related Issuer directly relating thereto, without recourse, representation
or warranty, except as to the absence of liens, charges or encumbrances created
by or arising as a result of actions of HARC or the related Issuer. Such
assignment shall be a sale and assignment outright, and not for security. If,
following the reassignment of a Repurchased Receivable, in any enforcement suit
or legal proceeding, it is held that Seller may not enforce any such
Receivable on the ground that it shall not be a real party in interest or a
holder entitled to enforce the Receivable, HARC and the related Issuer shall,
at the expense of Seller, take such steps as Seller deems reasonably necessary
to enforce the Receivable, including bringing suit in HARC’s or in the related
Issuer’s name.


 


SECTION 5.3                        Waivers.
No failure or delay on the part of HARC, or the related Issuer as assignee
of HARC, in exercising any power, right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or remedy preclude any other or future exercise thereof or
the exercise of any other power, right or remedy.


 


ARTICLE VI




MISCELLANEOUS


 


SECTION 6.1                        Liability
of Seller. Seller shall be liable in accordance herewith only to the extent
of the obligations in this Agreement specifically undertaken by Seller and the
representations and warranties of Seller.


 


SECTION 6.2                        Amendment.
This Agreement and any Conveyance Papers and the rights and obligations of the
parties hereunder may not be changed orally,


 


10

















 


but only by an instrument
in writing signed by HARC and Seller in accordance with this Section 6.2. This
Agreement and any Conveyance Papers may be amended from time to time by
HARC and Seller only with the prior written consent of all of the Secured
Parties.


 


SECTION 6.3                        GOVERNING
LAW. THIS AGREEMENT AND THE CONVEYANCE PAPERS SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


SECTION 6.4                        Notices.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
registered mail, return receipt requested, to (a) in the case of Seller,
5855 Copley Drive, San Diego, CA 92111, Attention:  Chief Operating Officer, with a copy to 2700
Sanders Road, Prospect Heights, Illinois 60070 
Attention:  Director—Asset
Securitization, (b) in the case of HARC, 1111 Town Center Drive, Las
Vegas, Nevada 89134 Attention: 
Compliance Officer, with a copy to 2700 Sanders Road, Prospect Heights,
Illinois 60070,  Attention:  Treasurer; or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party.


 


SECTION 6.5                        Severability
of Provisions. If any one or more of the covenants, agreements, provisions,
or terms of this Agreement or Conveyance Paper shall for any reason whatsoever
be held invalid, then such covenants, agreements, provisions, or terms shall be
deemed severable from the remaining covenants, agreements, provisions, and
terms of this Agreement or any Conveyance Paper and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of any
Conveyance Paper.


 


SECTION 6.6                        Assignment.
Notwithstanding anything to the contrary contained herein, other than HARC’s
assignment of its rights, title, and interests in, to, and under this Agreement
to the Issuer specified in a Sale and Servicing Agreement (which Issuer shall
assign such rights, title and interest in and to this Agreement to the related
Indenture Trustee for the benefit of the related Secured Parties), as
contemplated by the Sale and Servicing Agreement and Section 6.7 hereof,
the Receivables, the Other Conveyed Property, this Agreement and all other
Conveyance Papers may not be assigned by the parties hereto; provided,
however, that Seller shall have the right to assign its rights, title
and interests, in to and under this Agreement to (i) any successor by
merger or consolidation, or any Person which acquires by conveyance, transfer
or sale the properties and assets of Seller or (ii) any Affiliate owned
directly or indirectly by Household International, Inc. The right granted
in the foregoing proviso is subject to the further condition that any such
successor or other Person shall expressly assume by written agreement, in form and
substance satisfactory to HARC, the obligations of Seller hereunder and under
the Conveyance Papers.


 


11

















 


SECTION 6.7                        Acknowledgment
and Agreement of Seller. By execution below, Seller expressly acknowledges
and agrees that all of HARC’s right, title, and interest in, to, and under this
Agreement, including, without limitation, all of HARC’s right title, and
interest in and to the Receivables purchased pursuant to this Agreement, shall
be assigned by HARC to an Issuer specified in a Sale and Servicing Agreement
and by such Issuer to the related Indenture Trustee for the benefit of the
related Secured Parties, and Seller consents to such assignment. Additionally,
Seller agrees for the benefit of such Indenture Trustee that any amounts
payable by Seller to HARC hereunder which are to be paid by HARC to such
Indenture Trustee for the benefit of the related Secured Parties shall be paid
by Seller, on behalf of HARC, directly to such Indenture Trustee. Any payment
required to be made on or before a specified date in same-day funds may be
made on the prior business day in next-day funds.


 


SECTION 6.8                        Further
Assurances. HARC and Seller agree to do and perform, from time to time, any
and all acts to authenticate any and further records, to execute any and
further instruments, in each case required or reasonably requested by the other
party more fully to effect the purposes of this Agreement and the Conveyance
Papers, including, without limitation, the execution of any financing
statements or continuation statements or equivalent documents relating to the
Receivables for filing under the provisions of the UCC or other law of any
applicable jurisdiction.


 


SECTION 6.9                        No
Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of HARC or Seller, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exhaustive of any rights, remedies, powers and
privileges provided by law.


 


SECTION 6.10                  Counterparts.
This Agreement and all Conveyance Papers may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.


 


SECTION 6.11                  Binding
Effect; Third-Party Beneficiaries. This Agreement and the Conveyance Papers
will inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. Each of the Indenture Trustee and
Issuer with respect to a Sale and Servicing Agreement and the related Owner
Trustee shall be considered a third-party beneficiary of this Agreement.


 


SECTION 6.12                  Merger and
Integration. Except as specifically stated otherwise herein, this Agreement
and the Conveyance Papers set forth the entire understanding of the parties
relating to the subject matter hereof, 
and all prior understandings, written or oral, are superseded by this
Agreement and the Conveyance Papers. This Agreement  and the Conveyance Papers may not be
modified, amended, waived or supplemented except as provided herein.


 


12

















 


SECTION 6.13                  Heading. The
headings are for purposes of reference only and shall not otherwise affect the
meaning or interpretation of any provision hereof.


 


SECTION 6.14                  Schedules and
Exhibits. The schedules and exhibits attached hereto and referred to herein
shall constitute a part of this Agreement and are incorporated into this
Agreement for all purposes.


 


SECTION 6.15                  Survival of
Representations and Warranties. All representations, warranties and
agreements contained in this Agreement or contained in any Conveyance Paper,
shall remain operative and in full force and effect and shall survive
conveyance of the Receivables by HARC to the Issuer pursuant to the Sale and
Servicing Agreement and the pledge thereof by the Issuer to the Indenture
Trustee pursuant to the related Indenture and the related Series Supplement.


 


SECTION 6.16                  Nonpetition
Covenant. Until the date which is one year and one day after payment in
full of all the Notes of all Series, neither HARC nor Seller shall petition or
otherwise invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against Seller or any Issuer under
any federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of Seller or any Issuer or any substantial part of their
respective properties, or ordering the winding up or liquidation of the affairs
of Seller or any Issuer. This provision shall survive the termination of this
Agreement.


 


[Signature Page Follows]


 


13

















 


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


 


	
   

  	
  HSBC AUTO
  FINANCE INC.

  
	
   

  	
  as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC AUTO
  RECEIVABLES

  CORPORATION,

  
	
   

  	
  as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


14

















 


EXHIBIT A


 


FORM OF RECEIVABLES PURCHASE AGREEMENT
SUPPLEMENT


 


Transfer No.   
of Receivables, dated as of                                       ,
pursuant to a Master Receivables Purchase Agreement (the “Purchase Agreement”)
dated as of                 ,
200  , between HSBC Auto Finance Inc., a Delaware corporation (“Seller”)
and HSBC Auto Receivables Corporation, a Nevada corporation (“HARC”).


 


W I T N E S S E T H :


 


WHEREAS pursuant to the
Purchase Agreement, Seller wishes to convey Receivables and Other Conveyed
Property to HARC; and


 


WHEREAS, HARC is willing
to accept such conveyance subject to the terms and conditions hereof.


 


NOW, THEREFORE, Seller
and HARC hereby agree as follows:


 


1.                                       Defined
Terms. Capitalized terms used herein shall have the meanings ascribed to
them in the Purchase Agreement unless otherwise defined herein.


 


“Cutoff Date”
shall mean with respect to the Receivables conveyed hereby, the close of
business on                                       ,
200  .


 


“Purchase Date”
shall mean with respect to the Receivables conveyed hereby,                                       ,
200  .


 


“Purchase Price”
shall mean 100% of the Principal Balance of the Receivables on the books and
records of Seller, plus the present value of anticipated excess spread on such
Receivables, discounted to take into account any uncertainty as to future
performance matching historical performance, servicing fees, delinquencies,
paydown rates, yield and such other factors as may be mutually agreed upon
by Seller and HARC.


 


“Sale and Servicing
Agreement” means the agreement dated as of                         ,
           among HARC, HSBC
Finance Corporation, as Servicer,                               ,
as indenture trustee and                                 ,
as issuer.


 


“Transfer Date”
means, with respect to Receivables, the date on which Receivables and Other Conveyed
Property are to be transferred to the Trust pursuant to the Sale and Servicing
Agreement.


 


2.                                       Schedule of
Receivables. Annexed as Schedule A hereto is a computer file which
reflects the Receivables that constitute the Receivables to be conveyed pursuant
to this Agreement on the Purchase Date.


 


A-1

















 


3.                                       Conveyance
of Receivables. In consideration of HARC’s delivery to or upon the order of
Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set
over and otherwise convey to HARC, without recourse (except as expressly
provided in the Purchase Agreement), all right, title and interest of Seller in
and to:


 


(i)                                     each
and every Receivable listed on Schedule A hereto and all monies paid or
payable thereon or in respect thereof on or after the Cutoff Date (including
amounts due on or before the Cutoff Date but received by Seller after such
date);


 


(ii)                                  the
security interests in the related Financed Vehicles granted by Obligors
pursuant to such Receivables and any other interest of Seller in such Financed
Vehicles;


 


(iii)                               all rights of Seller
against Dealers pursuant to Dealer Agreements or Dealer Assignments related to
such Receivables;


 


(iv)                              any
proceeds and the right to receive proceeds with respect to such Receivables
repurchased by a Dealer pursuant to a Dealer Agreement;


 


(v)                                 all
rights of Seller under any Service Contracts on the related Financed Vehicles;


 


(vi)                              any
proceeds and the right to receive proceeds with respect to the related Receivables
from claims on any physical damage, loss, credit life or disability insurance
policies, if any, covering Financed Vehicles or Obligors, including rebates of
insurance premiums relating to the Receivables and any proceeds from the
liquidation of such Receivables;


 


(vii)                           all items contained in the
Receivables Files with respect to such Receivables and any and all other
documents that Seller or the Servicer keeps on file in accordance with its
customary procedures relating to the related Receivables, or the related
Financed Vehicles or Obligor;


 


(viii)                        all property (including the
right to receive future Net Liquidation Proceeds) that secures each related
Receivable and that has been acquired by or on behalf of HARC pursuant to
liquidation of such Receivable;


 


(ix)                                all
present and future claims, demands, causes and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the
proceeds of any of the foregoing.


 


A-2

















 


4.                                       Representations
and Warranties of Seller. As of the Purchase Date, Seller hereby makes the
representations and warranties to HARC that are set forth in Section 3.1
of the Purchase Agreement with respect to the Conveyance effected hereby to the
same extent as if set forth in full herein.


 


5.                                       Representations
and Warranties of HARC. As of the Purchase Date, HARC hereby makes the
representations and warranties to Seller that are set forth in Section 3.2
of the Purchase Agreement with respect to the Conveyance effected hereby to the
same extent as if set forth in full herein. In the event of any breach of a
representation and warranty made by HARC hereunder, Seller covenants and agrees
that it will not take any action to pursue any remedy that it may have
hereunder, in law, in equity or otherwise, until a year and a day have passed
since the date on which all Notes and Certificates issued by the Trust have
been paid in full. Seller and HARC agree that damages will not be an adequate
remedy for such breach and that this covenant may be specifically enforced
by HARC, the related Issuer or by the related Indenture Trustee on behalf of
the related Secured Parties and the related Owner Trustee on behalf of the
related Certificateholders.


 


6.                                       Conditions
Precedent. The obligation of HARC to acquire the Receivables hereunder is
subject to the satisfaction, on or prior to the Purchase Date, of the following
conditions precedent:


 


(a)                                  Representations
and Warranties. Each of the representations and warranties made by Seller
in Section 4 of this Agreement and in Section 3.1 of the Master
Receivables Purchase Agreement shall be true and correct as of the date of this
Agreement and as of the Purchase Date.


 


(b)                                 Additional
Information. Seller shall have delivered to HARC such information as was
reasonably requested by HARC to satisfy itself as to (i) the accuracy of
the representations and warranties set forth in Section 4 of this
Agreement and in Section 3.1 of the Purchase Agreement and (ii) the
satisfaction of the conditions set forth in this Section.


 


7.                                       Ratification
of Agreement. As supplemented by this Agreement, the Purchase Agreement is
in all respects ratified and confirmed and the Purchase Agreement as so
supplemented by this Agreement shall be read, taken and construed as one and
the same instrument.


 


8.                                       Counterparts.
This Agreement may be executed in two or more counterparts (and by
different parties in separate counterparts), each of which shall be an original
but all of which together shall constitute one and the same instrument.


 


9.                                       Conveyance
of the Receivables and the Other Conveyed Property to the Issuer. Seller
acknowledges that HARC intends, pursuant to the related Sale and Servicing
Agreement, to convey the Receivables and the Other Conveyed Property, together
with its rights under this Agreement, to the related Issuer on the Transfer
Date.


 


A-3

















 


The Seller acknowledges
and consents to such conveyance and pledge and waives any further notice thereof
and covenants and agrees that the representations and warranties of the Seller
contained in this Agreement and the rights of HARC hereunder are intended to
benefit the related Issuer, the related Owner Trustee, the related Indenture
Trustee, the related Secured Parties and the related Certificateholders. In
furtherance of the foregoing, the Seller covenants and agrees to perform its
duties and obligations hereunder, in accordance with the terms hereof for the
benefit of the related Issuer, the related Owner Trustee, the related Indenture
Trustee and the related Secured Parties and that, notwithstanding anything to
the contrary in this Agreement, the Seller shall be directly liable to the
related Issuer, the related Owner Trustee, the related Indenture Trustee and
the related Secured Parties (notwithstanding any failure by the Servicer or
HARC to perform their respective duties and obligations hereunder or under
any Basic Document) and that the related Indenture Trustee may enforce the
duties and obligations of Seller under this Agreement against Seller for the
benefit of the related Secured Parties and the related Owner Trustee.


 


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


 


A-4

















 


IN WITNESS WHEREOF,
Seller and HARC have caused this Purchase Agreement to be duly executed and
delivered by their respective duly authorized officers as of day and the year
first above written.


 


 


	
   

  	
  HSBC AUTO
  FINANCE INC.,

  
	
   

  	
  as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC AUTO
  RECEIVABLES

  CORPORATION,

  
	
   

  	
  as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


A-5

















 


SCHEDULE A


 


SCHEDULE OF RELATED SALE AND SERVICING AGREEMENTS


 


(1) Sale and
Servicing Agreement, dated as of               ,
200  , among HSBC Finance Corporation, as Servicer, HSBC Automotive
Trust 200  -  , as Issuer, HSBC Auto Receivables
Corporation, as Seller, [Indenture Trustee], as Indenture Trustee and [Administrator],
as Administrator.