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