Exhibit 10.1


Execution Copy


DEPOSIT ACCOUNT CONTROL AGREEMENT


This Deposit
Account Control Agreement (this “Agreement”) dated as of November 1, 2006, is
made by and among HSBC Automotive Trust (USA) 2006-3, as issuer (the “Issuer”),
The Bank of New York Trust Company, N.A., not in its individual capacity but
solely as indenture trustee (the “Indenture Trustee”) under the Indenture
referred to below, and HSBC Bank USA, National Association, as administrator
and as bank (“HSBC” and, in its capacity as Administrator, the “Administrator”,
and in its capacity as bank, the “Bank”). 
Capitalized terms used but not defined herein shall have the meaning
assigned (including by reference therein) in the Indenture dated as of November
1, 2006 (the “Indenture”) among the Issuer, HSBC, as administrator, and the
Indenture Trustee.  All references herein
to the “UCC” shall mean the Uniform Commercial Code as in effect in the State
of New York.


Section 1.              Establishment
of Deposit Accounts. 
The Bank hereby confirms and agrees that:


(a)   The Bank has established account numbers
10-879781 (the “Collection Account”) and 10-879782 (the “Reserve Account”) in
the name “HSBC Bank USA, National Association, as Administrator on
behalf of The Bank of New York Trust Company, N.A., as Indenture Trustee, in
trust for the registered holders of HSBC Automotive Trust (USA) 2006-3 Notes”
(such accounts and any successor accounts thereof, the “Deposit Accounts”)
designated as the “Collection Account” and the “Reserve Account”, respectively,
pursuant to the Indenture.  Except as
provided in Section 12 hereof, the Bank shall not change the name, account
number or designation of the Deposit Accounts without the prior written consent
of the Indenture Trustee and without prior written notice to the Servicer,
which notice shall state the proposed effective date of any such change;


(b)   The Bank is an organization
engaged in the business of banking and is acting in such capacity in
maintaining the Deposit Accounts and acting as Bank hereunder;


(c)   Each Deposit Account has
been established and will be maintained as a “deposit account”(as defined in
Section 9-102(29) of the UCC) and is not evidenced by an “instrument” (as
defined in Section 9-102(47) of the UCC);


(d)   The Indenture Trustee is the
Bank’s sole “customer” (within the meaning of Section 9-104 of the UCC) with
respect to the Deposit Accounts;


(e)   All cash and money delivered
to the Bank pursuant to the Indenture will be promptly credited to the Deposit
Accounts in accordance with the terms of the Basic Documents; and


(f)    The Bank’s “jurisdiction”
(within the meaning of Section 9-304 of the UCC) is the State of New York.


Section 2.              Indenture
Trustee’s Directions. 
Notwithstanding anything to the contrary and for the avoidance of doubt,
if at any time the Bank shall receive any instructions originated by the
Indenture Trustee directing the disposition of funds in the Deposit Accounts,
the Bank shall comply with such instructions without further consent by the
Issuer or any other Person.  The parties
hereto acknowledge that the Administrator may give instructions to the









 



Bank directing the disposition of funds in the Deposit
Accounts pursuant to the Indenture.  In
the event of a conflict between the instructions originated by the Indenture
Trustee and the instructions originated by the Administrator directing the
disposition of funds in the Deposit Accounts, the instructions of the Indenture
Trustee shall prevail.


Section 3.              Subordination
of Liens; Waiver of Set-Off.  In the event that the Bank has or subsequently
obtains by agreement, by operation of law or otherwise, a security interest or
other rights in the Deposit Accounts or any monies credited thereto, the Bank
hereby agrees that such security interest shall be subordinate to the security
interest of the Indenture Trustee.  The
monies deposited in the Deposit Accounts will not be subject to deduction,
set-off, banker’s lien, or any other right in favor of any Person other than
the Indenture Trustee (except that the Bank may set off (i) all amounts due to
the Bank in respect of customary fees and expenses for the routine maintenance
and operation of the Deposit Accounts and (ii) the face amount of any checks
which have been credited to the Deposit Accounts but are subsequently returned
unpaid because of uncollected or insufficient funds).


Section 4.              Governing
Law.  Both this
Agreement and the Deposit Accounts shall be governed by the laws of the State
of New York applicable to agreements made and to be performed therein.  Regardless of any provision in any other
agreement, for purposes of the UCC, the State of New York shall be deemed to be
the Bank’s jurisdiction (in accordance with Section 9-304(b) of the UCC), and
the Deposit Accounts shall be governed by the laws of the State of New York.


Section 5.              Conflict
with Other Agreements; Amendments.


(a)   In the event of any conflict
between this Agreement (or any portion thereof) and any other agreement now
existing or hereafter entered into regarding the Deposit Accounts, the terms of
this Agreement shall prevail.


(b)   No amendment or modification
of this Agreement or waiver of any right hereunder shall be binding on any
party hereto unless it is in writing and is signed by all of the parties
hereto.  This Agreement may not be amended
without satisfaction of the Rating Agency Condition.


(c)   The Bank, strictly in such
capacity, hereby confirms and agrees that it has not entered into, and until
the termination of this Agreement will not enter into, any agreement with the
Issuer, the Indenture Trustee or any other Person purporting to limit or
condition the obligation of the Bank to comply with the Indenture Trustee’s
directions or instructions with respect to the Deposit Accounts.


Section 6.              Adverse
Claims.  Except for
the claims and interest of the Indenture Trustee and the Issuer in the Deposit
Accounts, the Bank does not know or have notice of any claim to, or interest
in, the Deposit Accounts.  If the Bank
obtains actual knowledge of any Person asserting any lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of
attachment, execution or similar process) against the Deposit Accounts, the
Bank will promptly notify the Indenture Trustee and the Issuer thereof.



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Section 7.              Maintenance
of Deposit Accounts. 
The Bank will promptly send copies of all statements, confirmations and
other correspondence concerning the Deposit Accounts simultaneously to the
Indenture Trustee, the Servicer and the Issuer at the addresses set forth in
Section 11 of this Agreement.


Section 8.              Representations,
Warranties and Covenants of the Bank.  The Bank hereby makes the following
representations, warranties and covenants:


(a)   the Deposit Accounts have
been established as set forth in Section 1 above, and the Deposit Accounts will
be maintained in the manner set forth herein until termination of this
Agreement; and


(b)   this Agreement is the valid
and legally binding obligation of the Bank.


Section 9.              Exculpatory
Provisions; Indemnification of Bank.  The Issuer and the Indenture Trustee hereby
agree that the Bank is released from any and all liabilities to the Issuer and
the Indenture Trustee arising from the terms of this Agreement and the
compliance of the Bank with the terms hereof, except to the extent that such
liabilities arise from the Bank’s willful misconduct, negligence or bad
faith.  The Issuer and its successors and
assigns shall at all times indemnify and save harmless the Bank from and
against any and all claims, actions and suits of others arising out of the terms
of this Agreement or the compliance of the Bank with the terms hereof, and from
and against any and all liabilities, losses, damages, costs, charges, counsel
fees and other expenses of every nature and character arising by reason of the
same, except to the extent that such arises from the Bank’s willful misconduct,
negligence or bad faith.  This Section 9
shall survive the termination of this Agreement.


Section 10.            Successors;
Assignment.  The
terms of this Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective corporate successors who obtain
such rights solely by operation of law. 
In the case of an assignment of this Agreement, notice shall be provided
to the Rating Agencies.


Section 11.            Notices.  Any notice, request or other communication
required or permitted to be given under this Agreement shall be in writing and
deemed to have been properly given when delivered in person, or when sent by
telecopy or other electronic means and electronic confirmation of error free
receipt is received or two days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the
party at the address set forth below.


	
  Issuer:

  	
  HSBC Automotive Trust (USA) 2006-3

  c/o U.S. Bank Trust National Association

  209 South LaSalle Street, Suite 300

  Chicago, Illinois 60604

  Attention: Corporate Trust Services, HSBC Automotive Trust (USA)

  2006-3

  Telephone Number: (312) 325-8902

  Facsimile: (312) 325-8905

  



 



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  Indenture Trustee:

  	
  The Bank of New York Trust Company, N.A.

  2 North LaSalle Street

  Chicago, Illinois 60602

  Attention: Structured Finance, HSBC Automotive Trust (USA) 2006-3

  Telephone Number: (312) 827-8500

  Facsimile:  (312) 827-8562

  
	
   

  	
   

  
	
  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 Issuer, (c) nothing herein contained shall be construed as
creating any liability on the Owner Trustee individually or personally, to perform
any covenant either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties to this Agreement and by any
person claiming by, through or under them and (d) under no circumstances shall
the Owner Trustee be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaking by the
Issuer under this Agreement or any related documents.


Section 18.            Waiver of Jury Trial.  Each
party to this Agreement hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement, the Notes or the
transactions contemplated hereby.



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IN
WITNESS WHEREOF the parties have caused this Deposit Account Control Agreement
to be duly executed by their officers or partners thereunto duly authorized as
of the day and year first above written.


	
   

  	
  HSBC AUTOMOTIVE TRUST (USA) 2006-3,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK TRUST NATIONAL

  
	
   

  	
   

  	
  ASSOCIATION,

  
	
   

  	
   

  	
  not in its
  individual capacity but

  
	
   

  	
   

  	
  solely as Owner
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia M.
  Child

  
	
   

  	
   

  	
  Name: Patricia
  M. Child

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION

  not in its individual capacity, but solely as Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fernando Acebedo

  
	
   

  	
   

  	
  Name: Fernando Acebedo

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION

  not in its individual capacity, but solely as Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fernando
  Acebedo

  
	
   

  	
   

  	
  Name: Fernando
  Acebedo

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A.,

  not in its individual capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cindi Garcia
  as Trustee

  
	
   

  	
   

  	
  Name: Cindi
  Garcia

  
	
   

  	
   

  	
  Title:   Trust
  Officer