Assignment, Assumption and Recognition Agreement (2007)Full Document 

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                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     This is an Assignment,  Assumption  and  Recognition  Agreement  (this "AAR
Agreement")  made  as of  December  1,  2006,  among  HSBC  Bank  USA,  National
Association  (the  "Assignor"),   HSI  Asset  Securitization   Corporation  (the
"Depositor"),   Countrywide   Home  Loans  Servicing  LP  (the  "Servicer")  and
Countrywide  Home Loans,  Inc. (the  "Company"),  CitiMortgage,  Inc., as master
servicer (in such  capacity,  the "Master  Servicer") and Deutsche Bank National
Trust Company, not individually but solely as trustee on behalf of the HSI Asset
Loan Obligation Trust 2006-2 (the "Assignee").

     In consideration of the mutual promises contained herein the parties hereto
agree that the  residential  mortgage  loans (the  "Assigned  Loans")  listed on
Exhibit 1 annexed hereto (the "Assigned  Loan  Schedule")  purchased by Assignor
from Company pursuant to (a) the Master Mortgage Loan Purchase Agreement,  dated
as of September 1, 2006, between Assignor and Company (the "Purchase Agreement")
and (b) that certain Servicing Agreement, dated as of September 1, 2006, between
the Assignor and the Company,  as amended by that certain Amendment Reg AB dated
as of  September  1,  2006  (the  "Servicing  Agreement")  ((a)  and  (b)  shall
collectively be referred to herein as the "Purchase and Servicing  Agreements"),
shall be  subject  to the terms of this AAR  Agreement.  Capitalized  terms used
herein but not defined shall have the meanings  ascribed to them in the Purchase
Agreement or Servicing Agreement, as applicable.

     The  Servicer  shall  service the  Assigned  Loans in  accordance  with the
Servicing Agreement as modified by this AAR Agreement.

Assignment and Assumption

     1. Assignor  hereby  grants,  transfers and assigns to the Depositor all of
the right,  title,  interest and  obligations  of Assignor in the Assigned Loans
and, as they relate to the Assigned Loans, all of its right, title, interest and
obligations  in, to and under the  Purchase  and  Servicing  Agreements  and the
Depositor hereby assumes all rights and obligations with respect to the Assigned
Loans  under  the  Purchase  and  Servicing  Agreements.  Assignor  specifically
reserves and does not assign to the  Depositor  any right title and interest in,
to or under any Mortgage Loans subject to the Purchase and Servicing  Agreements
other than those set forth on Exhibit l.

Recognition of the Assignee and Assumption by the Assignee

     2. From and after the date  hereof,  each of the  Servicer  and the Company
shall and does hereby  recognize  that the Depositor  will transfer the Assigned
Loans and assign its rights and  obligations  under the Purchase  and  Servicing
Agreements (solely to the extent set forth herein) and this AAR Agreement to the
Assignee pursuant to a Pooling and Servicing Agreement,  dated as of December 1,
2006 (the  "Pooling  Agreement"),  among the  Depositor,  Deutsche Bank National
Trust Company, as trustee (the "Trustee")  (including its successors in interest
and any successor  trustees under the Pooling  Agreement),  the Master Servicer,
Citibank, N.A., as securities administrator (the "Securities Administrator") and
Wells Fargo Bank, N.A., as custodian.  The Assignee  acknowledges  that all such
rights and obligations (insofar as such obligations related to (1) the covenants
of the Purchaser under the Purchase and Servicing





Agreements  with respect to the Assigned  Loans and (2) the  obligations  of the
Purchaser  under  Section 5.01 of the  Servicing  Agreement  with respect to the
Assigned  Loans)  are  hereby  assumed  by the  Assignee.  The  Servicer  hereby
acknowledges  and agrees  that from and after the date  hereof (i) the  Assignee
will be the owner of the Assigned Loans,  (ii) the Servicer shall look solely to
the Assignee for performance of any obligations of the Assignor  insofar as they
relate to (1) the  covenants of the  Purchaser  under the Purchase and Servicing
Agreements  with respect to the Assigned  Loans and (2) the  obligations  of the
Purchaser  under  Section 5.01 of the  Servicing  Agreement  with respect to the
Assigned  Loans,  (iii) the  Assignee  shall have all the  rights  and  remedies
available to the Assignor,  insofar as they relate to the Assigned Loans,  under
the  Purchase and  Servicing  Agreements,  including,  without  limitation,  the
enforcement of the document  delivery  requirements and remedies with respect to
breaches of  representations  and warranties set forth in the Purchase Agreement
or Servicing Agreement,  as applicable,  and shall be entitled to enforce all of
the  obligations  of the Company  and the  Servicer  thereunder  insofar as they
relate to the Assigned Loans, and (iv) all references to the Purchaser  (insofar
as  they  relate  to the  rights,  title  and  interest  and,  with  respect  to
obligations of the  Purchaser,  only insofar as they relate to (1) the covenants
of the Purchaser under the Purchase and Servicing Agreements with respect to the
Assigned Loans and (2) the  obligations  of the Purchaser  under Section 5.01 of
the Servicing  Agreement) under the Purchase and Servicing Agreements insofar as
they relate to the  Assigned  Loans,  shall be deemed to refer to the  Assignee.
None of the  Servicer,  the  Company  nor the  Assignor  shall amend or agree to
amend, modify,  waiver, or otherwise alter any of the terms or provisions of the
Purchase and Servicing Agreements which amendment, modification, waiver or other
alteration  would  in any  way  affect  the  Assigned  Loans  or the  Servicer's
performance  under the Servicing  Agreement  with respect to the Assigned  Loans
without  the  prior  written  consent  of  the  Assignee.  The  Servicer  hereby
acknowledges that  CitiMortgage,  Inc. has been appointed as the Master Servicer
of the Assigned Loans pursuant to this AAR Agreement and therefore has the right
to enforce all  obligations  of the  Servicer,  as they  relate to the  Assigned
Loans, under the Servicing Agreement and this AAR Agreement. Notwithstanding the
foregoing,  it is understood that the Servicer shall not be obligated to defend,
indemnify and hold harmless the Master Servicer,  the Securities  Administrator,
the  Assignee,  the  Assignor  and the  Depositor  against any losses,  damages,
penalties,  fines,  forfeitures,  judgments  and any  related  costs  including,
without  limitation,  reasonable and necessary  legal fees,  solely and directly
resulting  from (i) actions or  inactions  of the  Servicer  which were taken or
omitted upon the instruction or direction of the Master Servicer, the Securities
Administrator,  the Assignee,  as applicable,  or (ii) the failure of the Master
Servicer, the Securities Administrator or the Trustee, as applicable, to perform
the  obligations of the Assignee with respect to this AAR  Agreement,  or as the
"Owner" or "Purchaser" with respect to the servicing provisions of the Servicing
Agreement.

Representations; Warranties and Covenants

     3. Assignor  warrants and  represents to the Depositor,  the Servicer,  the
Company and the Assignee as of the date hereof:

        a.  Attached  hereto  as  Exhibit 2 is a true and  accurate  copy of the
            Servicing Agreement,  which agreement is in full force and effect as
            of the date hereof and the provisions of which have not been waived,
            amended  or  modified  in  any  respect,   nor  has  any  notice  of
            termination been given thereunder;





        b.  Assignor is the lawful owner of the  Assigned  Loans with full right
            to transfer  the  Assigned  Loans and any and all of its  interests,
            rights and obligations under the Purchase and Servicing Agreement as
            they  relate to the  Assigned  Loans,  free and clear of any and all
            liens,  claims  and  encumbrances;  and  upon  the  transfer  of the
            Assigned Loans to Assignee as  contemplated  herein,  Assignee shall
            have good title to each and every  Assigned Loan, as well as any and
            all of  Assignor's  interests,  rights  and  obligations  under  the
            Purchase  and  Servicing  Agreements  as they relate to the Assigned
            Loans, free and clear of any and all liens, claims and encumbrances;

        c.  Assignor  has not received  notice of, and has no knowledge  of, any
            offsets,  counterclaims or other defenses  available to the Servicer
            or the Company with  respect to the  Assigned  Loans or the Purchase
            and Servicing Agreements;

        d.  Assignor is a corporation  duly organized,  validly  existing and in
            good standing under the laws of the  jurisdiction  of its formation,
            and has all requisite  power and authority to acquire,  own and sell
            the Assigned Loans;

        e.  Assignor  has full  power and  authority  to  execute,  deliver  and
            perform its obligations under this AAR Agreement,  and to consummate
            the  transactions   set  forth  herein.   The  consummation  of  the
            transactions  contemplated  by this AAR Agreement is in the ordinary
            course of Assignor's  business and will not conflict with, or result
            in a breach  of,  any of the  terms,  conditions  or  provisions  of
            Assignor's  charter  or  by-laws  or any legal  restriction,  or any
            material agreement or instrument to which Assignor is now a party or
            by which it is bound,  or result in the violation of any law,  rule,
            regulation,  order,  judgment  or  decree to which  Assignor  or its
            property is subject.  The  execution,  delivery and  performance  by
            Assignor of this AAR  Agreement  and the  consummation  by it of the
            transactions  contemplated  hereby, have been duly authorized by all
            necessary  action on the part of Assignor.  This AAR  Agreement  has
            been duly  executed  and  delivered  by Assignor  and,  upon the due
            authorization,  execution  and  delivery by Assignee and the parties
            hereto,  will constitute the valid and legally binding obligation of
            Assignor  enforceable  against Assignor in accordance with its terms
            except   as   enforceability   may   be   limited   by   bankruptcy,
            reorganization,  insolvency, moratorium or other similar laws now or
            hereafter in effect relating to creditors' rights generally,  and by
            general principles of equity regardless of whether enforceability is
            considered in a proceeding in equity or at law;





        f.  No  material  consent,  approval,  order  or  authorization  of,  or
            declaration, filing or registration with, any governmental entity is
            required to be obtained or made by Assignor in  connection  with the
            execution,   delivery  or   performance  by  Assignor  of  this  AAR
            Agreement,   or  the   consummation   by  it  of  the   transactions
            contemplated hereby; and

        g.  There is no action,  suit,  proceeding,  investigation or litigation
            pending or, to Assignor's knowledge, threatened, which either in any
            instance or in the aggregate,  if determined  adversely to Assignor,
            would adversely affect  Assignor's  execution or delivery of, or the
            enforceability of, this AAR Agreement,  or the Assignor's ability to
            perform its obligations under this AAR Agreement.

     4. Assignee warrants and represents to, and covenants with,  Assignor,  the
Depositor, the Servicer and the Company as of the date hereof:

        a.  Decision to Purchase.  The Assignee is a sophisticated investor able
            to evaluate  the risks and merits of the  transactions  contemplated
            hereby, and that it has not relied in connection  therewith upon any
            statements or  representations of the Assignor or the Servicer other
            than  those  contained  in  the  Servicing  Agreement  or  this  AAR
            Agreement.

        b.  Authority. The Assignee is duly and legally authorized to enter into
            this AAR  Agreement  and to perform its  obligations  hereunder  and
            under the Servicing Agreement.

        c.  Enforceability.   This  AAR  Agreement  has  been  duly  authorized,
            executed  and   delivered  by  the   Assignee  and   (assuming   due
            authorization,  execution and delivery  thereof by each of the other
            parties hereto) constitutes its legal, valid and binding obligation,
            enforceable in accordance with its terms, except as such enforcement
            may be limited by bankruptcy,  insolvency,  reorganization  or other
            similar  laws  affecting  the   enforcement  of  creditors'   rights
            generally and by general equitable principles (regardless of whether
            such enforcement is considered in a proceeding in equity or at law).

     5. Each of the  Servicer  and the  Company,  as  applicable,  warrants  and
represents to, and covenants  with, the Assignor and the Assignee as of the date
hereof:

        a.  The Purchase and Servicing  Agreement is in full force and effect as
            of the date hereof and the provisions of which have not been waived,
            amended  or  modified  in  any  respect,   nor  has  any  notice  of
            termination been given thereunder, except as contemplated herein;

        b.  Each of the  Servicer  and the  Company is duly  organized,  validly
            existing and in good standing under the laws of the  jurisdiction of
            its  formation  or  incorporation,  as the case may be,  and has all
            requisite power and authority to perform its  obligations  under the
            Purchase and Servicing Agreements;





        c.  Each of the Servicer  and the Company has full  corporate or limited
            partnership, as applicable,  power and authority to execute, deliver
            and  perform  its  obligations  under  this  AAR  Agreement,  and to
            consummate the  transactions  set forth herein.  The consummation of
            the  transactions  contemplated  by  this  AAR  Agreement  is in the
            ordinary course of each of the Servicer's and the Company's business
            and will not  conflict  with,  or result in a breach  of, any of the
            terms,  conditions or provisions of the  Servicer's or the Company's
            organizational  documentation  or  any  legal  restriction,  or  any
            material  agreement  or  instrument  to which  the  Servicer  or the
            Company  is now a party or by which it is  bound,  or  result in the
            violation of any law, rule, regulation, order, judgment or decree to
            which the Servicer or the Company or its property is subject, except
            in such case where the conflict,  breach or violation would not have
            a material  adverse  effect on the  Servicer  or the  Company or its
            ability to perform its  obligations  under this AAR  Agreement.  The
            execution,  delivery and performance by the Servicer and the Company
            of this AAR Agreement and the consummation by it of the transactions
            contemplated  hereby,  have been duly  authorized  by all  necessary
            corporate or limited partnership, as applicable,  action on the part
            of the Servicer and the Company.  This AAR  Agreement  has been duly
            executed and  delivered by the Servicer and the Company,  and,  upon
            the due  authorization,  execution  and  delivery  by  Assignor  and
            Assignee,  will constitute the valid and legally binding  obligation
            of the Servicer and the  Company,  enforceable  against the Servicer
            and  the   Company   in   accordance   with  its  terms   except  as
            enforceability   may  be  limited  by  bankruptcy,   reorganization,
            insolvency,  moratorium  or other  similar  laws now or hereafter in
            effect  relating  to  creditors'  rights  generally,  and by general
            principles  of  equity  regardless  of  whether   enforceability  is
            considered in a proceeding in equity or at law;

        d.  No consent,  approval,  order or  authorization  of, or declaration,
            filing or registration with, any governmental  entity is required to
            be  obtained or made by the  Servicer  or the Company in  connection
            with the  execution,  delivery or performance by the Servicer or the
            Company  of this AAR  Agreement,  or the  consummation  by it of the
            transactions contemplated hereby;

        e.  There is no action,  suit,  proceeding,  investigation or litigation
            pending  or,  to  the   Servicer's  or  the   Company's   knowledge,
            threatened,  which  either in any instance or in the  aggregate,  if
            determined adversely to the Servicer or the Company, would adversely
            affect the Servicer's or the Company's  execution or delivery of, or
            the enforceability of, this AAR Agreement,  or the Servicer's or the
            Company's   ability  to  perform  its  obligations  under  this  AAR
            Agreement;





        f.  The Company hereby  represents and warrants,  for the benefit of the
            Assignor and the Assignee,  that the  representations and warranties
            set forth in Section  3.01 of the Purchase  Agreement,  are true and
            correct in all  material  respects  as of the date  hereof,  and the
            representations  and  warranties  set forth in  Section  3.02 of the
            Purchase  Agreement are true and correct in all material respects as
            of the related Closing Date; and

        g.  The Servicer hereby represents and warrants,  for the benefit of the
            Assignor and the Assignee,  that the  representations and warranties
            set forth in Section 2.01 of the Servicing  Agreement,  are true and
            correct in all material respects as of the date hereof.

Amendment of the Servicing Agreement

     6. In connection  with the transfer of the Mortgage  Loans  hereunder,  the
Servicer  agrees  that,  from and  after the date  hereof,  each  Mortgage  Loan
transferred  hereunder  will be subject to, and serviced  under,  the  Servicing
Agreement,  provided that, solely with respect to the Mortgage Loans transferred
hereunder, the following modifications shall be made:

        a.  The  definition of "Business  Day" in Section 1 is hereby amended in
            its entirety to read as follows:

                Business Day: Any day other than a Saturday or Sunday,  or a day
                on which banks and savings and loan  institutions in California,
                Maryland,  Massachusetts,  Minnesota,  New  York  or  Texas  are
                authorized or obligated by law or executive order to be closed.

        b.  A new  definition  of  "Permitted  Investments"  is hereby  added to
            Article 1  immediately  following the  definition of "Periodic  Rate
            Cap" to read as follows:

                Permitted  Investments:   Any  one  or  more  of  the  following
                obligations  or securities  acquired at a purchase  price of not
                greater than par, regardless of whether issued or managed by the
                Depositor, the Securities Administrator,  the Assignee or any of
                their respective affiliates or for which an affiliate of the any
                of the foregoing serves as an advisor:

                          (i)  direct   obligations  of,  or  obligations  fully
                     guaranteed  as to timely  payment of principal and interest
                     by,  the  United  States or any  agency or  instrumentality
                     thereof,  provided such  obligations are backed by the full
                     faith and credit of the United States;





                          (ii) (A) such depository  institution or trust company
                     or its  ultimate  parent has a  short-term  uninsured  debt
                     rating  in  one  of  the  two  highest   available   rating
                     categories of the Rating Agency and (B) any other demand or
                     time deposit or deposit which is fully insured by the FDIC;

                          (iii)  repurchase  obligations  with  respect  to  any
                     security  described  in clause (i) above and  entered  into
                     with a depository  institution or trust company  (acting as
                     principal) rated A or higher by the Rating Agency;

                          (iv) securities bearing interest or sold at a discount
                     that are issued by any corporation  incorporated  under the
                     laws of the  United  States of  America,  the  District  of
                     Columbia  or any  State  thereof  and that are rated by the
                     Rating  Agency in its highest  long-term  unsecured  rating
                     categories at the time of such  investment  or  contractual
                     commitment providing for such investment;

                          (v)     commercial      paper      (including     both
                     non-interest-bearing      discount      obligations     and
                     interest-bearing  obligations)  that is rated by the Rating
                     Agency in its  highest  short-term  unsecured  debt  rating
                     available at the time of such investment;

                          (vi) units of money  market  funds (which may be 12b-1
                     funds,  as   contemplated  by  the  Commission   under  the
                     Investment  Company  Act  of  1940)  registered  under  the
                     Investment  Company Act of 1940 including  funds managed or
                     advised by the Assignee or an affiliate  thereof having the
                     highest applicable rating from the Rating Agency; and

                          (vii)  if  previously  confirmed  in  writing  to  the
                     Securities Administrator, any other demand, money market or
                     time  deposit,   or  any  other  obligation,   security  or
                     investment,  as may be  acceptable  to the Rating Agency in
                     writing  as  a  permitted   investment   of  funds  backing
                     securities having ratings equivalent to its highest initial
                     ratings of the senior certificates;

                          (viii) provided, however, that no instrument described
                     hereunder  shall  evidence  either the right to receive (a)
                     only  interest with respect to the  obligations  underlying
                     such instrument or (b) both principal and interest payments
                     derived from obligations underlying such instrument and the
                     interest  and  principal  payments  with  respect  to  such
                     instrument  provide a yield to maturity at par greater than
                     120% of the  yield  to  maturity  at par of the  underlying
                     obligations.





        c.  A new  definition  of "Rating  Agency" is hereby  added to Article 1
            immediately   following  the  definition  of  "Qualified  Substitute
            Mortgage Loan" to read as follows:

                Rating Agency:  Any  nationally  recognized  statistical  rating
                agency   rating  the   securities   issued  in  the   applicable
                Pass-Through Transfer.

        d.  Section 3.04 of the Servicing Agreement  (Establishment of Custodial
            Accounts;  Deposits  in  Custodial  Accounts)  is hereby  amended as
            follows:

            (i)  by adding  the words ", entitled  `in trust for the  Trustee on
                 behalf of the HSI Asset Loan Obligation Trust 2006-2 Trust'" at

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