Exhibit 4.2


 


EXECUTION COPY


 


 


AMENDED AND RESTATED


 


TRUST AGREEMENT


 


 


between


 


 


HSBC AUTO RECEIVABLES
CORPORATION


 


 


and


 


 


THE BANK OF NEW YORK


Owner Trustee


 


 


and


 


 


THE BANK OF NEW YORK
(DELAWARE)


Delaware Trustee


 


 


Dated as of July 27, 2005


 





















 


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 and Delaware 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

  	
   

  



 





















 


	
  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 and Delaware Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Owner Trustee’s and Delaware
  Trustee’s Fees and Expenses

  	
   

  
	
  Section 8.2.

  	
  Indemnification

  	
   

  
	
  Section 8.3.

  	
  Payments to the Owner Trustee and
  Delaware Trustee

  	
   

  
	
  Section 8.4.

  	
  Non-recourse Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX Termination of Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Termination of Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X Successor Owner Trustees and Delaware Trustees and Additional Owner
  Trustees

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
  Eligibility Requirements for
  Owner Trustee and Delaware Trustee

  	
   

  
	
  Section 10.2.

  	
  Resignation or Removal of Owner
  Trustee or Delaware Trustee

  	
   

  
	
  Section 10.3.

  	
  Successor Owner Trustee or
  Delaware Trustee

  	
   

  
	
  Section 10.4.

  	
  Merger or Consolidation of Owner
  Trustee or Delaware Trustee

  	
   

  
	
  Section 10.5.

  	
  Appointment of Co-Trustee or
  Separate Trustee

  	
   

  



 


ii





















 


	
  ARTICLE
  X-A Authority and Duties of Delaware Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10A.1.

  	
  Acceptance of Trust

  	
   

  
	
  Section 10A.2.

  	
  Duties of Delaware Trustee

  	
   

  
	
  Section 10A.3.

  	
  Representations and Warranties

  	
   

  
	
  Section 10A.4.

  	
  Not Acting in Individual
  Capacity

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XI Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  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.

  	
  Master Servicer

  	
   

  



 


EXHIBITS


 


	
  Exhibit
  A

  	
  Form of
  Certificate

  	
   

  
	
  Exhibit
  B

  	
  Form of
  Certificate of Trust

  	
   

  



 


iii





















 


THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of
July 27, 2005, between HSBC AUTO RECEIVABLES CORPORATION, a Nevada corporation
(the “Depositor”), THE BANK OF NEW YORK, a New York banking corporation, as Owner
Trustee (the “Owner Trustee”) and THE BANK OF NEW YORK (DELAWARE), a Delaware
banking corporation, as Delaware Trustee (the “Delaware Trustee”), amends and
restates in its entirety that certain Trust Agreement, dated as of July 20,
2005, between the Depositor, the Owner Trustee and the Delaware 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 HSBC Bank USA, National
Association, 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 July 20, 2005 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 101 Barclay
Street, 8 West ABS, New York, New York 10286, and, with respect to the Delaware
Trustee, 502 White Clay Center, Route 273, P.O. Box 6973, Newark, Delaware
19711, or, in each case, at such other


 





















 


address as the Owner Trustee or the Delaware Trustee,
as the case may be, may designate by notice to the Certificateholders and the
Depositor, or the principal corporate trust office of any successor Owner
Trustee or Delaware Trustee (the address of which the successor owner trustee or
Delaware trustee will notify the Certificateholders and the Depositor).


 


“Delaware Trustee” shall mean The Bank of New York
(Delaware), a Delaware banking corporation resident in Delaware, not in its
individual capacity but solely as Delaware Trustee under this Agreement, and
any successor Delaware Trustee hereunder.


 


“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.


 


“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 Master 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 Master Sale and Servicing Agreement and each Related
Document.


 


“Owner Trustee” shall mean The Bank of New York, a New
York banking corporation, 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.


 


“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.


 


2





















 


“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.


 


“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 Master 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


 


3





















 


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 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 which the Owner Trustee or the
Indenture Trustee knows to be so owned 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 2005-2”, 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 Delaware Trustee at the
Corporate Trust Office of the Delaware Trustee or at such other address as the Delaware
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.  Initially, the Trust shall establish one such
additional office at the Corporate Trust Office of the Owner Trustee.


 


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 Master Sale and Servicing
Agreement;


 


4





















 


(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;


 


(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.


 


Section 2.4.            Appointment
of Owner Trustee and Delaware Trustee. 
The Depositor hereby appoints the Owner Trustee and the Delaware Trustee
as trustees of the Trust effective as of the date hereof, to have all the
respective rights, powers and duties set forth herein.  Notwithstanding
any provision of this Agreement to the contrary, the Delaware Trustee shall not
be entitled to exercise any powers, nor shall the Delaware Trustee have any of
the duties and responsibilities of the Owner Trustee or the Depositor described
in this Agreement.  The Delaware Trustee
shall be a trustee of the Issuer for the sole and limited purpose of fulfilling
the requirements of Section 3807 of the Statutory Trust Statute and shall have
no duties or responsibilities except for those expressly undertaken by it
herein.  In no event shall the Delaware
Trustee be liable for any act or failure to act or omission of the Owner
Trustee or the Depositor hereunder.


 


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.


 


5





















 


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 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.


 


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 or the Delaware Trustee, promptly reimburse the
Owner Trustee and/or the Delaware Trustee for any such expenses paid by the
Owner Trustee and/or the Delaware Trustee, as applicable.


 


(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 New York.  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


 


6





















 


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 Master 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.


 


(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


 


7





















 


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 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


 


8





















 


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 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.


 


9





















 


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 Depositor 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.  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.


 


10





















 


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 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.


 


11





















 


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.


 


(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.


 


12





















 


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 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 Master 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
Master 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.


 


13





















 


Section 3.8.            Maintenance
of Office or Agency.  The Owner
Trustee or the Certificate Registrar shall maintain in New York, New York, 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 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.


 


14





















 


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);


 


(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 Master Sale and Servicing Agreement,
the amendment, change or modification of the Master 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 Master Servicer


 


15





















 


under the Master 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 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 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.


 


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.


 


16





















 


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.


 


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 Master Sale and Servicing Agreement,
the Master Servicer, on behalf of 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 Master 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 Master 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 Master 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.


 


17





















 


(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 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 Master Servicer has agreed in the Master 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 Master Servicer to carry
out its obligations under the Master 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.


 


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(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
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


 


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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’s becoming taxable as a corporation or a publicly
traded partnership for federal income tax purposes.  The Certificateholders shall not direct the
Owner Trustee to take action that would violate the provisions of this Section.


 


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 Master Servicer or any Certificateholder;


 


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(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 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 Master
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 Master Servicer under the Master 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.


 


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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 New
York banking corporation, 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 New York state law,
governmental rule or regulation governing the banking or trust powers of it or
any 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.


 


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


 


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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.


 


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 Master
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 Master 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 Master 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


 


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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 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 and Delaware Trustee


 


Section 8.1.            Owner
Trustee’s and Delaware Trustee’s Fees and Expenses.  The Owner Trustee and the Delaware Trustee shall
receive as compensation for their respective services hereunder such fees as
have been separately agreed upon before the date hereof between HSBC Finance
and the Owner Trustee and the Delaware Trustee, respectively, and each of the Owner
Trustee and the Delaware 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 or the Delaware Trustee, as the case
may be, 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 and Delaware Trustee (in their respective individual and
trustee capacities) and their respective 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 or the Delaware Trustee (in their
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


 


24





















 


administration of the Owner Trust Estate or the action or inaction of
the Owner Trustee or the Delaware Trustee hereunder, except only that the
Depositor shall not be liable for or required to indemnify the Owner Trustee or
the Delaware 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 and Section 10A.2(c) with respect to the Delaware 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 Delaware 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 and Delaware 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 and Delaware Trustee. 
Any amounts paid to the Owner Trustee or Delaware Trustee, as
applicable, in their respective trustee capacities 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 or the Delaware
Trustee, as applicable, in either of their respective individual capacities
shall not be so paid out of the Owner Trust Estate but shall be the property of
the Owner Trustee in its individual capacity or the Delaware Trustee in its
individual capacity, as applicable.


 


Section 8.4.            Non-recourse
Obligations.  Notwithstanding
anything in this Agreement or any Basic Document, (i) 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 and
(ii) the Delaware Trustee agrees in its individual capacity and in its capacity
as Delaware Trustee for the Trust that all obligations of the Trust to the
Delaware Trustee individually or as Delaware 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 Master Servicer of the corpus of the Trust as described in
Section 11.1 of the Master 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


 


25





















 


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 Master 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 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


 


26





















 


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 Delaware Trustees and Additional Owner Trustees


 


Section 10.1.          Eligibility
Requirements for Owner Trustee and Delaware Trustee.  The Delaware Trustee shall at all times be a
corporation or national banking association satisfying the provisions of
Section 3807(a) of the Statutory Trust Statute. 
The Owner Trustee shall at all times be a corporation or national
banking association (i) authorized to exercise corporate trust powers; (ii)
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authorities; (iii) having (or
having a parent which has) a rating of at least Baa3 by Moody’s or A-1 by
Standard & Poors; and (iv) 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 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 or Delaware Trustee.  The Owner Trustee or the Delaware 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 Master Servicer.  Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
Owner Trustee or Delaware Trustee, as applicable, in each case 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 or Delaware Trustee and one copy to the successor Owner Trustee
or Delaware Trustee; provided  that the Depositor 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 or Delaware
Trustee, as applicable, shall have been so appointed and have accepted
appointment


 


27





















 


within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee or Delaware Trustee, as applicable, or any Support
Provider may petition any court of competent jurisdiction for the appointment
of a successor Owner Trustee or Delaware Trustee.


 


If at any time the Owner Trustee or Delaware 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 if at
any time the Owner Trustee or Delaware Trustee shall be legally unable to act,
or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee
or Delaware Trustee or of its respective property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or Delaware
Trustee or of its respective property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Depositor may remove the
Owner Trustee or Delaware Trustee, as applicable.  If the Depositor shall remove the Owner
Trustee or the Delaware Trustee under the authority of the immediately
preceding sentence, the Depositor shall promptly appoint a successor Owner
Trustee or Delaware Trustee, as applicable, meeting the qualifications set
forth in Section 10.1 herein, by written instrument, in triplicate, one
copy of which instrument shall be delivered to the outgoing Owner Trustee or
Delaware Trustee so removed, one copy to any Support Provider and one copy to
the successor Owner Trustee or Delaware Trustee.


 


Any resignation or removal of the Owner Trustee or the
Delaware Trustee and appointment of a successor Owner Trustee or Delaware
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 or
Delaware Trustee pursuant to Section 10.3 and payment of all fees and
expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable.  The Depositor shall provide notice of such
resignation or removal of the Owner Trustee or Delaware Trustee, as applicable,
to each of the Rating Agencies.


 


Section 10.3.          Successor
Owner Trustee or Delaware Trustee. 
Any successor Owner Trustee or Delaware Trustee appointed pursuant to
Section 10.2 shall execute, acknowledge and deliver to the Depositor, the
Master Servicer, any Support Provider and to its predecessor Owner Trustee or
Delaware Trustee, as applicable, 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 or Delaware Trustee, as
applicable, 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
or Delaware Trustee, as applicable.  The
predecessor Owner Trustee or Delaware Trustee, as applicable, shall upon
payment of its fees and expenses deliver to the successor Owner Trustee or
Delaware Trustee, as applicable, all documents and statements and monies held
by it under this Agreement; and the Depositor and the predecessor Owner Trustee
or Delaware 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 or Delaware Trustee all such rights,
powers, duties and obligations.


 


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


 


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


 


Any successor Delaware 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 Delaware Trustee in the State of Delaware.


 


Section 10.4.          Merger
or Consolidation of Owner Trustee or Delaware Trustee.  Any corporation into which the Owner Trustee or
the Delaware 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 or the Delaware Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Owner Trustee or the Delaware Trustee, shall be
the successor of the Owner Trustee or the Delaware 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 or the Delaware Trustee, as applicable, shall
mail notice of such merger or consolidation to the Rating Agencies, the
Depositor and the Master Servicer.


 


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 Master 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 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 Master Servicer and the Owner Trustee may consider necessary or
desirable.  If the Master 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 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


 


29





















 


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 Master Servicer 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 Master Servicer.


 


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.


 


30





















 


ARTICLE X-A


 


Authority and Duties of
Delaware Trustee


 


Section 10A.1.              Acceptance
of Trust.  The Delaware 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.


 


Section 10A.2.              Duties
of Delaware Trustee.  (a)  It is understood and agreed that the duties
and responsibilities of the Delaware Trustee shall be limited to
(i) accepting legal process served on the Trust in the State of Delaware
and (ii) the execution and delivery of all documents, and the maintenance
of all records, necessary to form and maintain the existence of the Trust under
the Statutory Trust Statute.


 


(b)           Except as
otherwise expressly required by Section 10A.2(a) above, the Delaware Trustee
shall not have any duty or liability with respect to the administration of the
Trust, the investment of the Owner Trust Estate or the Series Trust Estate or
the payment of dividends or other distributions of income or principal to the
Certificateholder or any of the Trust’s beneficiaries.


 


(c)           The
Delaware 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 10A.3 expressly made by
the Delaware Trustee in its individual capacity, (iii) for any investments
issued by the Delaware Trustee or any branch or affiliate thereof in its
commercial capacity or (iv) for taxes, fees or other charges on, based on or
measured by, any fees, commissions or compensation received by the Delaware
Trustee.  In particular, but not by way
of limitation (and subject to the exceptions set forth in the preceding
sentence):


 


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


 


(B)           the Delaware 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 Master Servicer or any Certificateholder;


 


(C)           no provision of this
Agreement or any Basic Document shall require the Delaware 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 Delaware
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 Delaware Trustee be liable for indebtedness evidenced by or arising
under any of the Basic


 


31





















 


Documents or any Related Document, including the principal of and
interest on the Notes;


 


(E)           the Delaware 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, and the Delaware Trustee shall in no
event assume or incur any liability, duty or obligation to the Depositor, any
Support Provider, the Indenture Trustee, the Certificate Paying Agent, any Noteholder
or to any Certificateholder, other than as expressly provided for herein or in
the Basic Documents;


 


(F)           the Delaware Trustee
shall not be liable for the default or misconduct of the Depositor, any Support
Provider, the Indenture Trustee or the Master Servicer under any of the Basic
Documents or otherwise and the Delaware 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 under the
Indenture, the Series Supplement or any Related Document or the Master Servicer
under the Master Sale and Servicing Agreement or the Series Supplement;


 


(G)           the Delaware 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 Delaware Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Delaware Trustee therein or thereby.  The right of the Delaware Trustee to perform
any discretionary act enumerated in this Agreement or in any Basic Document
shall not be construed as a duty, and the Delaware Trustee shall not be
answerable for other than its negligence, bad faith or willful misconduct in
the performance of any such act; and


 


(H)          the Delaware Trustee
shall be entitled to any other rights, benefits and protection provided to the
Owner Trustee in this Agreement.


 


Section
10A.3.              Representations and
Warranties.  The Delaware Trustee hereby
represents and warrants, in its individual capacity, to the Depositor, the
Holders, any Support Provider (which shall have relied on such representations
and warranties in issuing any policy related to the Series Supplement), that:


 


32





















 


(d)           It is a Delaware
banking corporation, duly organized and validly existing under the laws of the
United States.  It has requisite
corporate power and authority to execute, deliver and perform its obligations
under this Agreement.


 


(e)           It has
taken all corporate action 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.


 


(f)            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 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.


 


(g)           This
Agreement constitutes the legal, valid and binding obligation of the Delaware
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.


 


(h)           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 10A.4.              Not
Acting in Individual Capacity.  Except as
provided in this Article XA, in accepting the trusts hereby created the
Delaware Trustee acts solely as Delaware Trustee hereunder and not in its
individual capacity and all Persons having any claim against the Delaware
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.


 


ARTICLE XI


 


Miscellaneous


 


Section 11.1.          Supplements
and Amendments.  (a)  This Agreement may be amended from time to
time by the parties hereto 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 and the Delaware 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 and the Delaware Trustee an Officer’s Certificate dated
the date of any such Amendment, stating that the Depositor


 


33





















 


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
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 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 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 and the Delaware 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.


 


34





















 


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 Master 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 or the Delaware Trustee, addressed to its respective 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.


 


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


 


35





















 


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 and the Delaware Trustee (not in
their respective individual capacities but solely as Owner Trustee or Delaware
Trustee, as applicable), 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 Master Servicer, the Depositor, the Owner
Trustee, the Delaware 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.


 


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.        Master
Servicer.  The Master 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, the Delaware Trustee 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
Master Servicer a limited power of attorney appointing the Master Servicer the
Trust’s agent and attorney-in-fact to


 


36





















 


prepare, or cause to be prepared, execute and deliver all such
documents, reports, filings, instruments, certificates and opinions.


 


 


[Signature Page Follows]


 


37





















 


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.


 


 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   as Owner Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Palladino

  	
   

  
	
   

  	
   

  	
  Name: Michael Palladino

  
	
   

  	
   

  	
  Title: Assistant
  Treasurer

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  (DELAWARE),

  
	
   

  	
   as Delaware Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine K. Gullo

  	
   

  
	
   

  	
   

  	
  Name: Kristine K. Gullo

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC AUTO RECEIVABLES

  CORPORATION,

  
	
   

  	
  as Depositor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven H. Smith

  	
   

  
	
   

  	
   

  	
  Name: Steven H. Smith

  
	
   

  	
   

  	
  Title: Vice
  President and Assistant

  Treasurer

  
	
  Acknowledged and Agreed:

  	
   

  
	
  HSBC FINANCE CORPORATION,

  	
   

  
	
  as Master Servicer

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William H. Kesler

  	
   

  	
   

  
	
   

  	
  Name: William H. Kesler

  	
   

  
	
   

  	
  Title: Vice President and Assistant Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HSBC BANK USA, NATIONAL ASSOCIATION,

  	
   

  
	
  not in its individual capacity

  	
   

  
	
  but solely as Certificate Paying Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Susie Moy

  	
   

  	
   

  
	
   

  	
  Name: Susie Moy

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  



 


[Signature Page for
Amended and Restated Trust Agreement]


 





















 


EXHIBIT A


 


[FORM OF CERTIFICATE]


NUMBER


HSBC AUTOMOTIVE TRUST 2005-2


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 2005-2 (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 MASTER 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 2005-2 (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.


 


THE BANK OF NEW YORK,


not in its individual


capacity but solely as


Owner Trustee


 


by                                                                                                                                                                         
Authenticating Agent


by                                                                                                                                                                                                           


 


HSBC Automotive Trust 2005-2 (the “Trust”), was
created pursuant to a Trust Agreement, dated as of July 20, 2005 (the “Agreement”),
between the Depositor, The Bank of New York, as owner trustee (the “Owner Trustee”)
and The Bank of New York (Delaware), as Delaware Trustee, as amended and
restated as of July 27, 2005 and as supplemented by a Series Supplement dated
as of July 27, 2005 (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 2005-2 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 Master
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 November 18, 2002 between HSBC Auto Finance Inc.
(formerly Household Automotive Finance Corporation) 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 August 8, 2002 between HSBC Auto
Credit Inc. (formerly Household Automotive Credit Corporation) and the
Depositor, as such agreement may be amended or supplemented from time to time.


 


A-2





















 


The Notes have been issued pursuant to an Indenture
dated as of July 27, 2005 (the “Indenture”), among the Trust, HSBC Bank USA,
National Association, as Administrator and U.S. Bank National Association, as
Indenture Trustee and the Series Supplement.


 


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 August 17, 2005, 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 Master 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 Master 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.


 


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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 2005-2

  
	
   

  	
   

  
	
   

  	
  By: THE BANK OF NEW YORK,

  
	
   

  	
  not in its individual capacity but solely as

  Owner Trustee

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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(Reverse of Certificate)


 


The Certificates do not represent an obligation of, or
an interest in, the Depositor, the Master 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 Master Sale and Servicing
Agreement.  A copy of each of the Master
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


 


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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 Master 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 Master Sale and Servicing Agreement or
be valid for any purpose.


 


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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.


 


A-7





















 


EXHIBIT B


 


[FORM OF CERTIFICATE OF
TRUST]


 


CERTIFICATE OF TRUST


OF


HSBC AUTOMOTIVE TRUST 2005-2


 


THIS Certificate of Trust of HSBC Automotive Trust 2005-2
(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

2005-2.


 


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 The Bank of New York (Delaware), 502
White Clay Center, Route 273, P.O. Box 6973, Newark, Delaware 19711.


 


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.


 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  not in its individual capacity but solely as

  Owner Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  (DELAWARE),

  
	
   

  	
  not in its individual capacity but solely as

  Delaware Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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