Bank:
HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018
Attention: Corporate Trust
Telephone Number:
(212) 525-1367
Facsimile:
(212) 525-1300
Servicer:
HSBC Finance Corporation
2700 Sanders Road
Prospect Heights, Illinois 60070
Attention: Treasurer
Telephone Number:
(847) 564-5000
Facsimile:
(847) 205-7538
Any party may change his address for notices in the manner set forth above.
SECTION 12.
TERMINATION.
THE OBLIGATIONS OF THE BANK TO THE
INDENTURE TRUSTEE PURSUANT TO THIS AGREEMENT SHALL CONTINUE IN EFFECT UNTIL THE
SECURITY INTEREST OF THE INDENTURE TRUSTEE IN THE DEPOSIT ACCOUNTS HAS BEEN
TERMINATED PURSUANT TO THE TERMS OF THE INDENTURE AND THE INDENTURE TRUSTEE HAS
NOTIFIED THE BANK OF SUCH TERMINATION IN WRITING.
SECTION 13.
LIMITED RECOURSE.
NOTWITHSTANDING ANY OTHER PROVISION
CONTAINED HEREIN OR IN ANY OF THE BASIC DOCUMENTS, THE LIABILITY OF THE ISSUER
TO THE INDENTURE TRUSTEE AND THE BANK HEREUNDER IS LIMITED IN RECOURSE TO THE
SERIES TRUST ESTATE AND TO THE EXTENT THE PROCEEDS OF THE SERIES TRUST ESTATE,
WHEN APPLIED IN ACCORDANCE WITH SECTION 4.04 OF THE SERIES SUPPLEMENT, DATED AS
OF NOVEMBER 1, 2006, AMONG HSBC FINANCE CORPORATION, AS SERVICER, THE ISSUER,
HSBC AUTO RECEIVABLES CORPORATION, AS SELLER, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE AND THE ADMINISTRATOR, ARE INSUFFICIENT TO MEET THE OBLIGATIONS OF THE
ISSUER HEREUNDER IN FULL, THE ISSUER SHALL HAVE NO FURTHER LIABILITY IN RESPECT
OF ANY SUCH OUTSTANDING OBLIGATIONS WHICH SHALL THEREUPON EXTINGUISH AND SHALL
NOT THEREAFTER REVIVE.
SECTION 14.
NON-PETITION.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, NEITHER THE INDENTURE TRUSTEE NOR THE BANK, IN ITS CAPACITY AS
BANK HEREUNDER, MAY, PRIOR TO THE DATE WHICH IS ONE YEAR (OR, IF LONGER, THE
APPLICABLE PREFERENCE PERIOD THEN IN EFFECT) AND ONE DAY AFTER THE PAYMENT IN
FULL OF ALL NOTES, INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING
AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY,
MORATORIUM OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER FEDERAL OR
STATE BANKRUPTCY OR SIMILAR LAWS.
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SECTION 15.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT, AND ANY PARTY HERETO MAY EXECUTE THIS AGREEMENT BY SIGNING AND
DELIVERING ONE OR MORE COUNTERPARTS.
SECTION 16.
HEADINGS.
THE HEADINGS OF THE SECTIONS OF THIS AGREEMENT
ARE INSERTED FOR PURPOSES OF CONVENIENCE ONLY AND SHALL NOT BE CONSTRUED TO
AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF.
SECTION 17.
OWNER TRUSTEE LIMITATION OF LIABILITY.
IT IS EXPRESSLY
UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT (A) THIS AGREEMENT IS EXECUTED
AND DELIVERED BY THE OWNER TRUSTEE, NOT INDIVIDUALLY OR PERSONALLY BUT SOLELY AS
OWNER TRUSTEE OF THE ISSUER UNDER THE TRUST AGREEMENT, IN THE EXERCISE OF THE
POWERS AND AUTHORITY CONFERRED AND VESTED IN IT, (B) EACH OF THE
REPRESENTATIONS, UNDERTAKINGS AND AGREEMENTS HEREIN MADE ON THE PART OF THE
ISSUER IS MADE AND INTENDED NOT AS PERSONAL REPRESENTATIONS, UNDERTAKINGS AND
AGREEMENTS BY THE OWNER TRUSTEE BUT IS MADE AND INTENDED FOR THE PURPOSE OF
BINDING ONLY THE