Exhibit 4.2


 


 


AMENDED AND RESTATED


 


TRUST AGREEMENT


 


 


between


 


 


HSBC AUTO RECEIVABLES CORPORATION,


 


 


and


 


 


U.S. BANK TRUST NATIONAL ASSOCIATION


Owner Trustee


 


 


Dated as of November 3, 2005


 





















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Capitalized Terms

  	
  1

  
	
  Section 1.2.

  	
  Other Definitional
  Provisions

  	
  3

  
	
  Section 1.3.

  	
  Action by or Consent of
  Noteholders and Certificateholders

  	
  3

  
	
  Section 1.4.

  	
  Material Adverse Effect

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  Organization

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Name

  	
  4

  
	
  Section 2.2.

  	
  Office

  	
  4

  
	
  Section 2.3.

  	
  Purposes and Powers

  	
  4

  
	
  Section 2.4.

  	
  Appointment of Owner Trustee

  	
  5

  
	
  Section 2.5.

  	
  Initial Capital Contribution
  of Owner Trust Estate

  	
  5

  
	
  Section 2.6.

  	
  Declaration of Trust

  	
  5

  
	
  Section 2.7.

  	
  Liability

  	
  6

  
	
  Section 2.8.

  	
  Title to Owner Trust Estate

  	
  6

  
	
  Section 2.9.

  	
  Situs of Owner Trust Estate

  	
  6

  
	
  Section 2.10.

  	
  Representations and
  Warranties of the Depositor

  	
  6

  
	
  Section 2.11.

  	
  Federal Income Tax
  Allocations

  	
  8

  
	
  Section 2.12.

  	
  Covenants of the Depositor

  	
  8

  
	
  Section 2.13.

  	
  Covenants of the
  Certificateholders

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  Certificates and Transfer of Interests

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Initial Ownership

  	
  10

  
	
  Section 3.2.

  	
  The Certificates

  	
  10

  
	
  Section 3.3.

  	
  Authentication of
  Certificates

  	
  11

  
	
  Section 3.4.

  	
  Registration of Transfer and
  Exchange of Certificates

  	
  11

  
	
  Section 3.5.

  	
  Mutilated, Destroyed, Lost
  or Stolen Certificates

  	
  12

  
	
  Section 3.6.

  	
  Persons Deemed
  Certificateholders

  	
  13

  
	
  Section 3.7.

  	
  Access to List of
  Certificateholders’ Names and Addresses

  	
  13

  
	
  Section 3.8.

  	
  Maintenance of Office or
  Agency

  	
  13

  
	
  Section 3.9.

  	
  ERISA Restrictions

  	
  13

  
	
  Section 3.10.

  	
  Securities Matters

  	
  14

  
	
  Section 3.11.

  	
  Distributions

  	
  14

  
	
  Section 3.12.

  	
  Certificate Paying Agent

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV Voting
  Rights and Other Actions

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Prior Notice to Holders with
  Respect to Certain Matters

  	
  14

  
	
  Section 4.2.

  	
  Action by Certificateholders
  with Respect to Certain Matters

  	
  15

  
	
  Section 4.3.

  	
  Action by Certificateholders
  with Respect to Bankruptcy

  	
  15

  
	
  Section 4.4.

  	
  Restrictions on
  Certificateholders’ Power

  	
  15

  
	
  Section 4.5.

  	
  Majority Control

  	
  16

  



 





















 


	
  ARTICLE V
  Certain Duties

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

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

  	
  16

  
	
  Section 5.2.

  	
  Signature on Returns; Tax
  Matters Partner

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI Authority
  and Duties of Owner Trustee

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  General Authority

  	
  17

  
	
  Section 6.2.

  	
  General Duties

  	
  18

  
	
  Section 6.3.

  	
  Action upon Instruction

  	
  18

  
	
  Section 6.4.

  	
  No Duties Except as
  Specified in this Agreement or in Instructions

  	
  19

  
	
  Section 6.5.

  	
  No Action Except under
  Specified Documents or Instructions

  	
  19

  
	
  Section 6.6.

  	
  Restrictions

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  Concerning the Owner Trustee

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Acceptance
  of Trust and Duties

  	
  20

  
	
  Section 7.2.

  	
  Furnishing
  of Documents

  	
  21

  
	
  Section 7.3.

  	
  Representations
  and Warranties

  	
  21

  
	
  Section 7.4.

  	
  Reliance;
  Advice of Counsel

  	
  22

  
	
  Section 7.5.

  	
  Not Acting
  in Individual Capacity

  	
  22

  
	
  Section 7.6.

  	
   

  	
  23

  
	
  Section 7.7.

  	
  Owner
  Trustee May Own Certificates and Notes

  	
  23

  
	
  Section 7.8.

  	
  Payments
  from Owner Trust Estate

  	
  23

  
	
  Section 7.9.

  	
  Doing
  Business in Other Jurisdictions

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  Compensation of Owner Trustee

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Owner
  Trustee’s Fees and Expenses

  	
  24

  
	
  Section 8.2.

  	
  Indemnification

  	
  24

  
	
  Section 8.3.

  	
  Payments to
  the Owner Trustee

  	
  24

  
	
  Section 8.4.

  	
  Non-recourse
  Obligations

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX
  Termination of Agreement

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Termination
  of Agreement

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE X
  Successor Owner Trustees and Additional Owner Trustees

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
  Eligibility
  Requirements for Owner Trustee

  	
  26

  
	
  Section 10.2.

  	
  Resignation
  or Removal of Owner Trustee

  	
  27

  
	
  Section 10.3.

  	
  Successor
  Owner Trustee

  	
  27

  
	
  Section 10.4.

  	
  Merger or
  Consolidation of Owner Trustee

  	
  28

  
	
  Section 10.5.

  	
  Appointment
  of Co-Trustee or Separate Trustee

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI
  Miscellaneous

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 11.1.

  	
  Supplements
  and Amendments

  	
  30

  
	
  Section 11.2.

  	
  No Legal
  Title to Owner Trust Estate in Certificateholders

  	
  31

  



 


ii





















 


	
  Section 11.3.

  	
  Limitations
  on Rights of Others

  	
  31

  
	
  Section 11.4.

  	
  Notices

  	
  31

  
	
  Section 11.5.

  	
  Severability

  	
  31

  
	
  Section 11.6.

  	
  Separate
  Counterparts

  	
  32

  
	
  Section 11.7.

  	
  Assignments;
  Support Provider

  	
  32

  
	
  Section 11.8.

  	
  Covenants
  of the Depositor

  	
  32

  
	
  Section 11.9.

  	
  No Petition

  	
  32

  
	
  Section 11.10.

  	
  No Recourse

  	
  32

  
	
  Section 11.11.

  	
  Headings

  	
  33

  
	
  Section 11.12.

  	
  GOVERNING
  LAW

  	
  33

  
	
  Section 11.13.

  	
  Master
  Servicer

  	
  33

  



 


EXHIBITS


 


	
  Exhibit A

  	
  Form of Certificate

  	
  A-1

  
	
  Exhibit B

  	
  Form of Certificate
  of Trust

  	
  B-1

  



 


iii





















 


THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as
of November 3, 2005, between HSBC AUTO RECEIVABLES CORPORATION, a Nevada
corporation (the “Depositor”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association, as Owner Trustee (the “Owner Trustee”), amends
and restates in its entirety that certain Trust Agreement, dated as of October 26,
2005, between the Depositor and the Owner Trustee.


 


ARTICLE I



Definitions


 


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


 


“Administrator” shall mean 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 October 26, 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 209 South LaSalle
Street, Suite 300, Chicago, Illinois 60604, Attention: Corporate Trust
Services, or at such other address as the Owner Trustee may designate by notice
to the Certificateholders and the Depositor, or the


 





















 


principal
corporate trust office of any successor Owner Trustee (the address of which the
successor owner trustee will notify the Certificateholders and the Depositor).


 


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


 


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


 


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


 


“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 U.S. Bank Trust National
Association, a national banking association, 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.


 


“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


 


2





















 


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 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 that a Responsible Officer of


 


3





















 


the
Owner Trustee or the Indenture Trustee, as the case may be, either actually
knows to be so owned or has received written notice thereof shall be so
disregarded.


 


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


 


ARTICLE II



Organization


 


Section 2.1.            Name.  There is hereby formed a trust
to be known as “HSBC Automotive Trust 2005-3”, in which name the Owner Trustee
may conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.


 


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


 


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


 


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


 


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


 


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


 


(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;


 


4





















 


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


 


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


 


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


 


5





















 


purposes
of the Trust.  The Owner Trustee shall
file the Certificate of Trust with the Secretary of State.


 


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


 


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


 


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


 


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


 


Section 2.9.            Situs of Owner Trust Estate.  The
Trust will be located in the State of Delaware and administered in the State of
Delaware and the State of Illinois.  All
bank accounts maintained by the Owner Trustee on behalf of the Trust shall be
located with the Certificate Paying Agent in the State of New York.  Payments will be received by the Certificate
Paying Agent on behalf of the Trust in New York and payments will be made by
the Trust from New York.  The Trust shall
not have any employees in any state other than Delaware; provided, however,
that nothing herein shall restrict or prohibit the Owner Trustee, the 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


 


6





















 


business is
presently conducted and is proposed to be conducted pursuant to this Agreement
and the Basic Documents.


 


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


 


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


 


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


 


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


 


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


 


7





















 


Eligibility
Criteria set forth in Schedule I to the Series Supplement until the
date on which such Receivables are transferred to the Issuer.


 


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


 


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


 


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


 


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


 


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


 


(a)           (i) it shall not create, incur or
suffer to exist any indebtedness or (ii) engage in any business, except
(x) as permitted by its articles of incorporation and the Related Documents and
(y) in connection with a securitization transaction (including warehousing
transactions) and the related documents in which the related indebtedness is
issued pursuant to an indenture having a provision substantially similar to Section 11.18
of the Indenture; provided, however, that no other Series shall
be issued under the Basic Documents so long as the Notes are outstanding;


 


8





















 


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


 


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


 


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


 


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


 


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


 


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


 


9





















 


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


 


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


 


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


 


ARTICLE III



Certificates and Transfer of Interests


 


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


 


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


 


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


 


10





















 


authorized prior
to the authentication and delivery of such Certificates or did not hold such
offices at the date of authentication and delivery of such Certificates.


 


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


 


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


 


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


 


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


 


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


 


(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


 


11





















 


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


 


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


 


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


 


Section 3.5.            Mutilated, Destroyed, Lost or Stolen
Certificates.  If (a) any mutilated Certificate shall
be surrendered to the Certificate Registrar, or if the Certificate Registrar
shall receive evidence to its satisfaction of the destruction, loss or theft of
any Certificate and (b) there shall be delivered to the Certificate
Registrar and the Owner Trustee, such security or indemnity as may be required
by them to hold each of them harmless, then in the absence of notice that such
Certificate shall have been acquired by a bona fide purchaser, the Owner
Trustee on behalf of the Trust shall execute and the Owner Trustee or its
authenticating agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like Series principal balance. 
In connection with the issuance of any new Certificate under this
Section, the Owner Trustee or the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.  Any
duplicate Certificate issued pursuant to this section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.


 


12





















 


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.


 


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


 


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


 


13





















 


transfer
of a Certificate unless the transferee has delivered to the Owner Trustee a
representation letter in form and substance satisfactory to the Owner Trustee
to the effect that the transferee is not, and is not acquiring the Certificate
for the account of, a Benefit Plan.


 


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


 


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


 


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


 


ARTICLE IV



Voting Rights and Other Actions


 


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


 


(a)           the election by the Trust to file an
amendment to the Certificate of Trust, which amendment shall have satisfied the
Rating Agency Condition (unless such amendment is required to be filed under
the Statutory Trust Statute or unless such amendment would not materially and
adversely affect the interests of the Holders);


 


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


 


14





















 


(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 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


 


15





















 


contrary
to Section 2.3 or otherwise contrary to law nor shall the Owner Trustee be
obligated to follow any such direction, if given.


 


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


 


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


 


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


 


16





















 


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.


 


(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


 


17





















 


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.


 


(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


 


18





















 


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


 


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


 


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


 


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


 


19










 













 


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;


 


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


 


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


 


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


 


20





















 


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


 


(f)                                    the
Owner Trustee shall not be liable for the default or misconduct of the
Depositor, any Support Provider, the Indenture Trustee, the Administrator or
the 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.


 


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 national banking association, duly organized, validly existing and in good
standing under the laws of the United States. 
It has all requisite power and authority to execute, deliver and perform
its obligations under this Agreement.


 


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


 


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


 


21





















 


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


 


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


 


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


 


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


 


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


 


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


 


22





















 


Section 7.6.                                   Owner
Trustee Not Liable for Certificates or Receivables.  The recitals contained herein and in
certificated Certificates (other than the signature and countersignature of the
Owner Trustee on such Certificates) shall be taken as the statements of the
Depositor and the Owner Trustee assumes no responsibility for the correctness
thereof.  The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, of any
Basic Document or of the Certificates (other than the signature and
countersignature of the Owner Trustee on certificated Certificates) or the
Notes, or of any Receivable or related documents.  The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any
security interest created by any Receivable in any Financed Vehicle or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Owner Trust Estate or its ability to generate the payments
to be distributed to Certificateholders under this Agreement or the Noteholders
under the Indenture, including, without limitation:  the existence, condition and ownership of any
Financed Vehicle; the existence and enforceability of any insurance thereon;
the existence and contents of any Receivable on any computer or other record
thereof; the validity of the assignment of any Receivable to the Trust or of
any intervening assignment; the completeness of any Receivable; the performance
or enforcement of any Receivable; the compliance by the Depositor, the 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 Trust Estate and only to the extent that the Owner
Trustee shall have received income or proceeds from the Owner Trust Estate to
make such payments in accordance with the terms hereof.  The Owner Trustee, or any successor thereto,
in its individual capacity, shall not be liable for any amounts payable under
this Agreement or any of the Basic Documents.


 


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


 


23





















 


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


 


ARTICLE VIII



Compensation of Owner Trustee


 


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


 


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


 


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


 


24





















 


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


 


ARTICLE IX



Termination of Agreement


 


Section 9.1.                                   Termination
of Agreement.  (a)  This
Agreement shall terminate and the Trust shall dissolve, wind up, terminate and
be of no further force or effect upon the latest to occur of (i) the maturity
or other liquidation of the last Receivable (including the optional purchase by
the Depositor or the 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 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


 


25





















 


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


 


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


 


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


 


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


 


ARTICLE X



Successor Owner Trustees and Additional Owner Trustees


 


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


 


26





















 


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


 


Section 10.2.                             Resignation
or Removal of Owner Trustee.  The
Owner Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Depositor (or in the event that
the Depositor is not the sole Certificateholder, the Certificate Majority), any
Support Provider and the Master Servicer. 
Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor Owner Trustee meeting the qualifications set forth in
Section 10.1 herein, by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Owner Trustee and one copy
to the successor Owner Trustee; provided  that the Depositor shall
have received written confirmation from each of the Rating Agencies that the
proposed appointment will not result in an increased capital charge to any
Support Provider by either of the Rating Agencies.  If no successor Owner Trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Owner Trustee or any Support Provider
may petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee.


 


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


 


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


 


Section 10.3.                             Successor
Owner Trustee.  Any successor Owner
Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and
deliver to the Depositor, the Master Servicer, any Support Provider and to its
predecessor Owner Trustee an instrument accepting such appointment under this
Agreement, and thereupon


 


27





















 


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


 


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


 


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


 


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


 


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


 


28





















 


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 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


 


29





















 


and in its name. 
If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Owner Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.


 


ARTICLE XI



Miscellaneous


 


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


 


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


 


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


 


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


 


30





















 


may prescribe. 
Promptly after the execution of any amendment to the Certificate of
Trust, including, without limitation, amendments pursuant this Section, the
Owner Trustee shall cause the filing of such amendment with the Secretary of
State.


 


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


 


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


 


Section 11.3.                             Limitations
on Rights of Others.  The provisions
of this Agreement are solely for the benefit of the Owner Trustee, the
Depositor, the Certificateholders, the 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, addressed to its Corporate Trust Office; if to the
Depositor, addressed to HSBC Auto Receivables Corporation, 1111 Town Center
Drive, Las Vegas, Nevada 89144, with a copy to HSBC Finance Corporation, 2700
Sanders Road, Prospect Heights, Illinois 60070, Attn: Treasurer; if to any Support
Provider, at the address of such Support Provider as set forth in the Series
Supplement; or, as to each party, at such other address as shall be designated
by such party in a written notice to each other party.


 


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


 


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


 


31





















 


provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


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


 


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


 


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


 


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


 


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


 


32





















 


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


 


[Remainder of page
intentionally left blank]


 


33





















 


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.


 


 


	
   

  	
  U.S. BANK TRUST
  NATIONAL

  ASSOCIATION,

  
	
   

  	
   as Owner
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Patricia M. Child

  
	
   

  	
   

  	
  Name: Patricia
  M. Child

  
	
   

  	
   

  	
  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 Assistance 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 2005-3

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 2005-3
(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 2005-3 (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.


 


U.S. BANK TRUST NATIONAL
ASSOCIATION,


not in its individual


capacity but solely as


Owner Trustee


 


by                                                                                                                                                                               
Authenticating Agent


by                                                                                                                                                                                                                   


 


HSBC Automotive Trust 2005-3 (the “Trust”), was
created pursuant to a Trust Agreement, dated as of October 26, 2005 (the “Agreement”),
between the Depositor and U.S. Bank Trust National Association, as owner
trustee (the “Owner Trustee”), as amended and restated as of November 3, 2005
and as supplemented by a Series Supplement dated as of November 3, 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 2005-3 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 November 3, 2005 (the “Indenture”), among the Trust, HSBC Bank USA,
National Association, as Administrator and JPMorgan Chase Bank, N.A., 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 December 19, 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.


 


A-3





















 


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


 


 


	
   

  	
  HSBC AUTOMOTIVE TRUST
  2005-3

  
	
   

  	
   

  
	
   

  	
  By:  U.S.
  BANK TRUST NATIONAL

  ASSOCIATION,

  
	
   

  	
  not in its individual
  capacity but solely as

  Owner Trustee

  
	
   

  	
   

  
	
  Dated:

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


A-4





















 


(Reverse of
Certificate)


 


The Certificates do not represent an obligation of, or
an interest in, the Depositor, the 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


 


A-5





















 


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


 


The recitals contained herein shall be taken as the
statements of the Depositor or the 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.


 


A-6





















 


ASSIGNMENT


 


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


PLEASE INSERT SOCIAL
SECURITY


OR OTHER IDENTIFYING
NUMBER


OF ASSIGNEE


 




 





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


 




 





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


 


                                         Attorney
to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  	
   

  
	
   

  	
   

  	
  *

  



 










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


 


A-7





















 


EXHIBIT B


 


[FORM OF
CERTIFICATE OF TRUST]


 


CERTIFICATE
OF TRUST


OF


HSBC
AUTOMOTIVE TRUST 2005-3


 


THIS Certificate of Trust of HSBC Automotive Trust 2005-3
(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 2005-3.


 


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 U.S. Bank Trust National Association, 300
Delaware Avenue, 8th Floor, Wilmington, Delaware 19801.


 


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.


 


	
   

  	
  U.S. BANK TRUST
  NATIONAL

  ASSOCIATION,

  
	
   

  	
  not in its individual
  capacity but solely as

  Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-1