Reconstituted Servicing Agreement (2007)Full Document 

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RECONSTITUTED SERVICING AGREEMENT
 
This RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st day of November, 2006, by and between HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC” or the “Seller”), HSI ASSET SECURITIZATION CORPORATION (“HASCO” or the “Depositor”) and WELLS FARGO BANK, N.A., as servicer (in such capacity, the “Servicer”), and is acknowledged by CITIMORTGAGE, INC., as master servicer (the “Master Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY (the “Trustee”), recites and provides as follows:
 
RECITALS
 
WHEREAS, the Seller has conveyed the Mortgage Loans listed on Schedule I-A hereto (the “Mortgage Loans”) to the Depositor, which in turn has conveyed the Mortgage Loans as well as various other mortgage loans to the Trustee, pursuant to a pooling and servicing agreement, dated as of November 1, 2006 (the “Pooling and Servicing Agreement”), attached as Exhibit B hereto, among the Trustee, the Master Servicer, Citibank, N.A., as securities administrator (the “Securities Administrator”), Wells Fargo Bank, N.A., as custodian, OfficeTiger Global Real Estate Services Inc., as credit risk manager (the “Credit Risk Manager”) and the Depositor;
 
WHEREAS, the Mortgage Loans are currently serviced by the Servicer pursuant to (i) the Servicing Agreement between HSBC, as owner, and the Servicer, as servicer, dated June 30, 2006 (the “Servicing Agreement”), annexed hereto as Exhibit C, and (ii) the First Addendum to Servicing Agreement between HSBC, as owner, and the Servicer, as servicer, dated July 15, 2006 (the “First Addendum”);
 
WHEREAS, the Seller desires that the Servicer continue to service the Mortgage Loans, and the Servicer has agreed to do so, pursuant to the Servicing Agreement, subject to the rights of the Seller and the Master Servicer to terminate the rights and obligations of the Servicer hereunder as set forth herein and to the other conditions set forth herein;
 
WHEREAS, the Seller and the Servicer agree that the provisions of the Servicing Agreement shall apply to the Mortgage Loans, but only to the extent provided herein and that this Agreement shall govern the Mortgage Loans for so long as such Mortgage Loans remain subject to the provisions of the Pooling and Servicing Agreement;
 
WHEREAS, the Seller and the Servicer agree that the provisions of the First Addendum shall not apply to the Mortgage Loans for so long as such Mortgage Loans remain subject to the provisions of the Pooling and Servicing Agreement;
 
WHEREAS, the Master Servicer and any successor master servicer shall be obligated, among other things, to supervise the servicing of the Mortgage Loans on behalf of the Trustee, and shall have the right, under certain circumstances, to terminate the rights and obligations of the Servicer under this Agreement;
 

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WHEREAS, multiple classes of certificates (the “Certificates”), including the Class P Certificates and the Class X Certificates, will be issued on the Closing Date pursuant to the Pooling and Servicing Agreement and HSBC Securities (USA) Inc. or a nominee thereof is expected to be the initial registered holder of the Class P and Class X Certificates;
 
WHEREAS, subsequent to the Closing Date (as defined in the Pooling and Servicing Agreement), HSBC Securities (USA) Inc. may convey all of its rights, title and interest in and to the Class P and Class X Certificates and all payments and other proceeds received thereunder to an owner trust or other special purpose entity in which it will initially hold the sole equity interest, which trust or special purpose entity will issue net interest margin securities (“NIM Securities”) through an indenture trust, such NIM Securities secured, in part, by the payments on such Certificates (the “NIMS Transaction”);
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