DEPOSIT ACCOUNT CONTROL AGREEMENTAccount Control Agreement |
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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 Banks 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 Banks jurisdiction (within the meaning of Section 9-304 of the UCC) is the State of New York.
Section 2. Trustees 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, bankers 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 Banks 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. |
Conflict with Other Agreements; Amendments. |
(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 Trustees directions or instructions with respect to a Deposit Account.
Section 6. Adverse Claims. Except for the claims and interest of the Trustee in a Deposit Account, the Bank does not know or have notice of any claim to, or interest in, such Deposit Account. If the Bank obtains actual knowledge of any Person asserting any lien,
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.
Section 7. Maintenance of Deposit Account. The Bank will promptly send copies of all statements, confirmations and other correspondence concerning such Deposit Account simultaneously to the Trustee and the Servicer 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) 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. |
Section 9. Exculpatory Provisions; Indemnification of Bank. The Trustee hereby agrees, on behalf of the Trust, that the Bank is released from any and all liabilities to the Trust arising from the terms of this Agreement and the c






