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.
Establishment of Deposit Accounts. CPA shall establish the Deposit Accounts in CPA’s name at Depositary Bank and shall fund the Reserve Amount into the Lockbox Account. The deposits into the Deposit Accounts and all interest accumulated thereon shall be held and disbursed by the Depositary Bank in accordance with the terms and conditions of the Control Agreements and this Agreement. The Deposit Accounts are subject to the sole dominion, control and discretion of Collateral Agent until the Discharge Date. Until the Discharge Date, neither CPA nor any person or entity claiming on behalf of or through CPA shall have any right or authority, whether express or implied, to make use of, withdraw or transfer any funds or to give instructions with respect to disbursement of the Accounts other than Collateral Agent. Until the Discharge Date, subject to Section 6.02, Collateral Agent shall be entitled to exercise any and all rights in respect of or in connection with the Deposit Accounts including (i) the right to specify the amount of payments to be made from the Deposit Accounts, (ii) when such payments are to be made out of the Deposit Accounts and (iii) the right to withdraw funds for the payment of Obligations which are due and payable from the Deposit Accounts. Collateral Agent shall accept all funds remitted to the Deposit Accounts under this Agreement, and credit such funds as provided for in Section 6.02 below.
Establishment of Deposit Accounts. Each of the Borrower Revenue Account, the Capital Improvements Account and the Lessee Revenue Account shall have been established to the reasonable satisfaction of the Administrative Agent.
Establishment of Deposit Accounts. (a) Cash Management Systems. On or prior to the Closing Date, Seller ----------------------- will establish and will maintain until the Termination Date, the cash management systems described in this Section 6.01. ------------
(b) The Blocked Accounts. --------------------
(i) On or before the Closing Date and until the Termination Date, the Seller shall have established deposit accounts (the "Blocked Accounts") at the banks designated on Schedule 4.01(r) (each such bank a ---------------- "Deposit Bank"). The Seller agrees that prior to the Facility Termination Date the Operating Agent, and from and after the Facility Termination Date the Collateral Agent, shall have exclusive dominion and control of each Blocked Account and all monies, instruments and other property from time to time on deposit therein. The Seller shall not make or cause to be made, or have any ability to make or cause to be made, any withdrawals from any Blocked Account except as provided in Section 6.01(b)(ii). -------------------
(ii) The Seller and the Servicer have instructed all existing Obligors of Transferred Receivables and shall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order delivered to the Servicer's offices or to one or more Blocked Accounts under the control of the Operating Agent or (B) by wire transfer or moneygram directly to a Blocked Account. Schedule 4.01(r) ---------------- lists all Blocked Accounts and all Deposit Banks at which the Seller maintains Blocked Accounts as of the Closing Date, and such schedule correctly identifies (1) with respect to each such Deposit Bank, the name, address and telephone number thereof, and (2) with respect to each Blocked Account, the name in which such account is held and the complete account number therefor. The Seller and the Servicer shall endorse, to the extent necessary, all checks or other instruments received so that the same can be deposited in the Blocked Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. In addition, each of the Seller and the Servicer shall deposit or cause to be deposited into a Blocked Account all cash, checks, money orders or other proceeds of Transferred Receivables or Seller Collateral received by it other than in a Blocked Account, in the form so received (with all necessary endorsements), not later than the close of business on the first Business Day...
Establishment of Deposit Accounts. The establishment by the Borrower of its primary deposit accounts with the Bank;
Establishment of Deposit Accounts. (a) [Intentionally Omitted].
Establishment of Deposit Accounts. The Depositary Bank confirms that:
(a) the Depositary Bank has established the Deposit Accounts set forth on Schedule I hereto in the name of the Borrower (such account and any successor account, the "Deposit Accounts"); and
(b) the Deposit Account is a "deposit account" as defined in Section 9- 102(a)(29) of the Code.
Establishment of Deposit Accounts. City shall establish the Deposit Accounts in City’s name at Depositary Bank and shall fund the Reserve Amount into the Lockbox Account. The deposits into the Deposit Accounts and all interest accumulated there...
Establishment of Deposit Accounts. The Credit Parties have entered into one or more Blocked Account Agreements acceptable to Agent in its sole discretion with the depositary institutions set forth on Schedule 4.18(h) (each such institution, a "Designated Depositary") relating to one or more deposit accounts at each such Designated Depositary (each such agreement, together with any replacements, amendments and modifications thereof acceptable to the Agent, a "Blocked Account Agreement"). On or prior to the expiration of 180 days after the Closing Date, the Credit Parties shall establish at the Agent one or more deposit accounts, which shall be blocked accounts acceptable to Agent in its sole discretion in the name of Borrower or a Credit Party; provided, that the foregoing shall not be applicable to (i) payroll accounts; and (ii) such deposit accounts as are legally required to be maintained at the Designated Depositary and provided, further that the Credit Parties shall not be required to establish at the Agent any such deposit account to the extent that the Agent is unable to offer substantially similar services in the Agent's reasonable business judgment with respect to such deposit account as are offered by the existing Designated Depositary. Each such deposit account, whether established at a Designated Depositary or at the Agent, shall be referred to as a "Blocked Account". All proceeds of Receivables shall be deposited within one business day of receipt in a Blocked Account. All funds deposited in the Blocked Accounts shall immediately become the property of the Agent. Neither the Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.
Establishment of Deposit Accounts. The Lessee Revenue Account shall have been established to the reasonable satisfaction of the Administrative Agent.
