Exhibit 10.1
Execution Version
DEPOSIT ACCOUNT CONTROL AGREEMENT
This Deposit Account Control Agreement (this "Agreement") dated as of July 26,
2006, is made by and among HSBC Automotive Trust (USA) 2006-2, as issuer (the
"Issuer"), The Bank of New York, 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 July 26, 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 10-879533 (THE "COLLECTION
ACCOUNT") AND 10-879534 (THE "RESERVE ACCOUNT") IN THE NAME "HSBC BANK USA,
NATIONAL ASSOCIATION, AS ADMINISTRATOR ON BEHALF OF THE BANK OF NEW YORK, AS
INDENTURE TRUSTEE, IN TRUST FOR THE REGISTERED HOLDERS OF HSBC AUTOMOTIVE TRUST
(USA) 2006-2 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