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 2.
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 Trustee directing the disposition of
funds in each Deposit Account, the Bank shall comply with such
instructions without further consent by any other Person. The
parties hereto acknowledge that the Administrator may give
instructions to the Bank directing the disposition of funds in each
Deposit Account pursuant to the Pooling and Servicing Agreement. In
the event of a conflict between the instructions originated by the
Trustee and the instructions originated by the Administrator
directing the disposition of funds in each Deposit Account, the
instructions of the Trustee shall prevail.
Section 3.
Subordination of Liens; Waiver of
Set-Off . In the event that the Bank
has or subsequently obtains by agreement, by operation of law or
otherwise, a security interest or other rights in a Deposit Account
or any monies credited thereto, the Bank hereby agrees that such
security interest shall be subordinate to the security interest of
the Trustee. The monies deposited in a Deposit Account will not be
subject to deduction, set-off, banker’s lien, or any other
right in favor of any Person other than the Trustee (except that
the Bank may set off (i) all amounts due to the Bank in respect of
customary fees and expenses for the routine maintenance and
operation of such Deposit Account and (ii) the face amount of any
checks which have been credited to such Deposit Account but are
subsequently returned unpaid because of uncollected or insufficient
funds).
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.
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Conflict with Other Agreements;
Amendments .
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(a)
In the event of any conflict between this Agreement
(or any portion thereof) and any other agreement now existing or
hereafter entered into regardin
