DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT 4.4
DEPOSIT ACCOUNT CONTROL AGREEMENT
This Deposit Account Control Agreement (this “Agreement”) dated as of May 24, 2007, is made by and among U.S. Bank National Association, as trustee under the Pooling and Servicing Agreement 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 Pooling and Servicing Agreement dated as of May 24, 2007 (the “Pooling and Servicing Agreement”) among HSBC Home Equity Loan Corporation II, as depositor (the “Depositor”), HSBC Finance Corporation, as servicer (the “Servicer”), the Trustee and the Administrator. The trust known as HSBC Home Equity Loan Trust (USA) 2007-2 and created under the Pooling and Servicing Agreement is referred to herein as the “Trust”. 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 Account. The Bank hereby confirms and agrees that:
(a) The Bank has established account number 10-880247 designated as the “Collection Account” pursuant to Section 3.02(b) of the Pooling and Servicing Agreement and account number 10-880248, designated as the “Carryover Reserve Fund” pursuant to Section 4.04 of the Pooling and Servicing Agreement, each in the name “HSBC Bank USA, National Association, as Administrator on behalf of U.S. Bank National Association, as Trustee, in trust for the Certificateholders of HSBC Home Equity Loan Trust (USA) 2007-2, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2007-2” (each such account and any successor account thereof, a “Deposit Account”). Except as provided in Section 12 hereof, the Bank shall not change a name, account number or designation of a Deposit Account without the prior written consent of the 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 each Deposit Account 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 Trustee is the Bank’s sole “customer” (within the meaning of Section 9-104 of the UCC) with respect to each Deposit Account;
(e) All cash and money delivered to the Bank pursuant to the Pooling and Servicing Agreement will be promptly credited to each Deposit Account in accordance with the terms of the Transaction Documents; and
(f) The Bank’s “jurisdiction” (within the meaning of Section 9-304 of the UCC) is the State of New York.
Section 4. Governing Law. This Agreement and each Deposit Account 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 each Deposit Account shall be governed by the laws of the State of New York.
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Section 5. |
(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 a Deposit Account, 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 Trustee or any other Person purporting to limit or condition the obligation of the Bank to comply with the Trustee’s directions or instructions with respect to a Deposit Account.
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against such Deposit Account, the Bank will promptly notify the Trustee thereof.
(a) each Deposit Account has been established as set forth in Section 1 above, and each Deposit Account will be maintained in the manner set forth herein until termination of this Agreement; and
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(b) |
this Agreement is the valid and legally binding obligation of the Bank. |
Trustee: |
U.S. Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Telephone Number: (000) 000-0000 Facsimile: (000) 000-0000 |
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Bank and Administrator: |
HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Trust Telephone Number: (000) 000-0000 Facsimile: (000) 000-0000
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Servicer: |
HSBC Finance Corporation 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Treasurer Telephone Number: (000) 000-0000 Facsimile: (000) 000-0000
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Any party may change his address for notices in the manner set forth above.
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.
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
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By: |
/s/ Xxxxxxxx X. Child |
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Name: |
Xxxxxxxx X. Child |
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Title: Vice President |
HSBC BANK USA, NATIONAL ASSOCIATION,
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not in its individual capacity, but solely as Administrator |
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By: |
/s/ Xxxxxxxx Xxxxxxx |
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Name: |
Xxxxxxxx Xxxxxxx |
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Title: |
Vice President |
HSBC BANK USA, NATIONAL ASSOCIATION,
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not in its individual capacity, but solely as Bank |
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By: |
/s/ Xxxxxxxx Xxxxxxx |
Name: Xxxxxxxx Xxxxxxx
Title: Vice President