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