ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This
is
an Assignment, Assumption and Recognition Agreement (this “AAR
Agreement”)
made
as of July 31, 2007, 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”),
▇▇▇▇▇
Fargo Bank, N.A., 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 2007-AR2 (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 July 1, 2007 (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, ▇▇▇▇▇ Fargo Bank,
N.A., as securities administrator (the “Securities Administrator”) and ▇▇▇▇▇
Fargo Bank, N.A., as custodian. The Assignee acknowledges that all such rights
and obligations (insofar as such obligations 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) 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 ▇▇▇▇▇
Fargo Bank, N.A. 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.
(Countrywide
Home Loans, Inc.)
1
Representations;
Warranties and Covenants
3. Assignor
warrants and represents to the Depositor, the Servicer, the Company and the
Assignee as of the date hereof:
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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;
|
(Countrywide
Home Loans, Inc.)
2
|
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;
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c.
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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;
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d.
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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;
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e.
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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;
|
(Countrywide
Home Loans, Inc.)
3
|
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
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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.
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4. Assignee
warrants and represents to, and covenants with, Assignor, the Depositor, the
Servicer and the Company as of the date hereof:
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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.
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b.
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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.
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c.
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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).
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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:
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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;
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b.
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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;
|
(Countrywide
Home Loans, Inc.)
4
|
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;
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d.
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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;
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e.
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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;
|
(Countrywide
Home Loans, Inc.)
5
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f.
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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
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g.
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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.
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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:
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a.
|
The
definition of “Business Day” in Section 1 is hereby amended in its
entirety to read as follows:
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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.
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b.
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The
definition of “Eligible Account” in Section 1 is hereby amended in its
entirety to read as follows:
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Eligible
Account: (a) that is either (1) maintained by the Servicer with a federal or
state chartered depository institution or trust company or with the Servicer,
so
long as such entity has a minimum short-term rating of “A-2” (or “BBB+” or above
if it has no short-term rating) by S&P or (2) maintained with the corporate
trust department of a federal depository institution or state-chartered
depository institution subject to regulations regarding fiduciary funds on
deposit similar to Title 12 of the U.S. Code of Federal Regulation Section
9.10(b), which, in either case, has corporate trust powers and is acting in
its
fiduciary capacity; and (b) that is either (i) maintained with a depository
institution the short term debt obligations of which are rated by a nationally
recognized statistical rating agency in one of its two (2) highest rating
categories at the time of any deposit therein, or (ii) maintained with an
institution and in a manner acceptable to an Agency.
(Countrywide
Home Loans, Inc.)
6
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c.
|
A
new definition of “Permitted Investments” is hereby added to Article 1
immediately following the definition of “Periodic Rate Cap” to read as
follows:
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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;
(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; and
(Countrywide
Home Loans, Inc.)
7
(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.
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d.
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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:
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Rating
Agency:
Any
nationally recognized statistical rating agency rating the securities issued
in
the applicable Pass-Through Transfer.
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e.
|
Section
3.04 of the Servicing Agreement (Establishment of Custodial Accounts;
Deposits in Custodial Accounts) is hereby amended as
follows:
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(i)
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by
adding the words “, entitled ‘in trust for the Trustee on behalf of the
HSI Asset Loan Obligation Trust 2007-AR2 Trust’” at the end of the first
sentence of the first paragraph;
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(ii)
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by
adding the following sentence to the end of the first paragraph;
“In the
event of a downgrade of the Eligible Account’s short-term rating to less
than “A-2” (or BBB+ if the institution has no short-term rating) by
S&P which would result in the reduction or withdrawal of their then
current ratings of the certificates, the Custodial Account should
promptly
(and in any case within not more than 30 calendar days) be moved
to
another Eligible Account.”
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(iii)
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by
adding a new paragraph at the end of the section to read as
follows:
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“Funds
in
the Custodial Account shall, if invested, be invested in Permitted Investments;
provided, however, that the Servicer shall be under no obligation or duty to
invest (or otherwise pay interest on) amounts held in the Custodial Account.
All
Permitted Investments shall mature or be subject to redemption or withdrawal
no
later than one Business Day prior to the next succeeding Remittance Date (except
that if such Permitted Investment is an obligation of the Servicer,
then
such Permitted Investment shall mature not later than such applicable Remittance
Date). Any and all investment earnings from any such Permitted Investment shall
be for the benefit of the Servicer and shall be subject to its withdrawal or
order from time to time, and shall not be part of the Trust. The risk of loss
of
moneys required to be remitted to the Securities Administrator resulting from
such investments shall be borne by and be the risk of the Servicer. The Servicer
shall deposit the amount of any such loss in the Custodial Account immediately
as realized, but in no event later than the related Remittance
Date.”
(Countrywide
Home Loans, Inc.)
8
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f.
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Section
3.06 of the Servicing Agreement (Establishment of Escrow Accounts;
Deposits in Escrow Accounts) is hereby amended as
follows:
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(i) by
adding
the words “, entitled ‘in trust for the Trustee on behalf of the HSI Asset Loan
Obligation Trust 2007-AR2 Trust and for the benefit of the certificateholders’”
after the phrase “demand accounts” in the fourth line of the first
paragraph;
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g.
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Section
3.08 is hereby amended by replacing each reference to “the Purchaser” with
“the Master Servicer.”
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h.
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Sections
4.04 and 4.05 are hereby deleted in their
entirety.
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i.
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Section
5.04 (Countrywide Not to Resign) is hereby amended by replacing each
reference to “the Purchaser” with “the Master
Servicer.”
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j. Section
6.01 (Termination Due to an Event of Default) is hereby amended by replacing
each reference to “the Purchaser” with “the Master Servicer.”
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k.
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Section
6.01(a)(i) is hereby amended to replace the reference to “two (2) Business
Day” with “one (1) Business Day.”
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l.
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Section
7.13 (Successor to Countrywide) is hereby amended by adding the following
proviso at the end of the second sentence of the first paragraph
immediately before the period to read as
follows:
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;
provided,
however,
that no
such compensation shall be in excess of that permitted the Servicer under this
Agreement.
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m.
|
A
new Section 7.14 (Amendment) is hereby added to the Servicing Agreement
to
read as follows:
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SECTION
7.14. Amendment.
This
Agreement may be amended but only to the extent such amendment affects the
Mortgage Loans by written agreement signed by the Seller, the Assignee and
the
Master Servicer (in furtherance of the Master Servicer’s rights, duties and
obligations as Master Servicer for the Trust). In respect of any such amendment,
the Assignee and the Master Servicer agree to be bound by the requirements
for
entering into such amendment provided in Section 12.01 of the pooling and
servicing agreement, including the delivery of any opinion of counsel required
therein.
Assignment,
Assumption and Recognition Agreement
(Countrywide
Home Loans, Inc.)
9
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n.
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Section
2(g) of Amendment Reg AB is hereby amended by adding the following
subpart:
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(vi) The
Master Servicer shall be considered a third-party beneficiary of 2(d), 2(e)
and
2(g) of this Amendment Reg AB (with regard to Section 2(g), solely with respect
to noncompliance under 2(d) and 2(e) of this Amendment Reg AB), entitled to
all
the rights and benefits hereof as if it were a direct party to this
Agreement
7. Pursuant
to Section 4.02(a) of the Servicing Agreement, the Servicer shall furnish to
the
Master Servicer (i)(a) monthly loan data in a mutually agreed-upon format,
(b)
default loan data in a mutually agreed-upon format and (c) information regarding
the realized losses and gains in a mutually agreed-upon format, (ii) all such
information required pursuant to clause (i)(a) above on a magnetic tape,
electronic mail, or other similar media reasonably acceptable to the Master
Servicer and the Servicer, and (iii) all supporting documentation reasonably
necessary and available with respect to the information required above.
Notwithstanding the foregoing, the Servicer is not required to report data
relating to prepayment charges or penalties to the extent such prepayment
charges or penalties are retained by the Servicer.
8. All
remittances required to be made by the Servicer to the Purchaser under the
Servicing Agreement shall be made to the Securities Administrator by wire
transfer to the following account, or to such other account as may be specified
by the Securities Administrator from time to time:
▇▇▇▇▇
Fargo Bank, N.A.
San
Francisco, California
ABA
#
▇▇▇-▇▇▇-▇▇▇
Acct.
#
▇▇▇▇▇▇▇▇▇▇
Acct.
Name: SAS Clearing
FFC:
53168200 -- HALO 2007-AR2 Distribution Account
9. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor and the Assignee in connection with any breach of the representations
and warranties made by the Company set forth in Section 5(f) hereof shall be
as
set forth in Subsection 3.03 of the Purchase Agreement as if they were set
forth
herein (including without limitation the repurchase and indemnity obligations
set forth therein).
10. Notwithstanding
any term hereof to the contrary, the execution and delivery of this AAR
Agreement by the Trustee is solely in its capacity as trustee for the HSI Asset
Loan Obligation Trust 2007-AR2 (“the Trust”) and not individually, and any
recourse against the Trustee in respect of any obligations it may have under
or
pursuant to the terms of this AAR Agreement shall be limited solely to the
assets it may hold as trustee of the Trust. It is expressly understood and
agreed by the parties hereto that (i) this AAR Agreement is executed and
delivered by the Trustee, not individually or personally but solely as trustee
on behalf of the Trust, in the exercise of the powers and authority conferred
and vested in it, (ii) each of the representations, undertakings and agreements
by the Assignee is made and intended for the purpose of binding only the Trust,
(iii) nothing herein contained shall be construed as creating any liability
on
the part of the Trustee, individually or personally, to perform any covenant
(either express or implied) contained herein, and all such liability, if any,
is
hereby expressly waived by the parties hereto, and such waiver shall bind any
third party making a claim by or through one of the parties hereto, and (iv)
under no circumstances shall the Trustee be personally liable for the payment
of
any indebtedness or expenses of the Trust (including, but not limited to, any
amounts to be paid under the Purchase and Servicing Agreements), or be liable
for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Trust under this AAR Agreement, the Pooling
Agreement or any related document.
Assignment,
Assumption and Recognition Agreement
(Countrywide
Home Loans, Inc.)
10
Miscellaneous
11. All
demands, notices and communications related to the Assigned Loans, the Purchase
and Servicing Agreements and this AAR Agreement shall be in writing and shall
be
deemed to have been duly given if personally delivered or mailed by registered
mail, postage prepaid, as follows:
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a.
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In
the case of Company,
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Countrywide
Home Loans, Inc.
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Attn:
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b.
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In
the case of the Servicer,
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Countrywide
Home Loans Servicing LP
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Attn:
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c.
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In
the case of Assignor,
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HSBC
Bank USA, National Association
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Re:
HALO 2007-AR2
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Attention:
ABS/MBS Structured Finance
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d.
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In
the case of Depositor,
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Re:
HALO 2007-AR2
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Attention:
ABS/MBS Structured Finance
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Assignment,
Assumption and Recognition Agreement
(Countrywide
Home Loans, Inc.)
11
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e.
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In
the case of the Trustee,
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Deutsche
Bank National Trust Company
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Attention:
Trust Administration - HB07L2
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Telephone:
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Facsimile:
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f.
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In
the case of the Master Servicer,
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Fargo Bank, N.A.
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Attention:
Client Manager - HALO
2007-AR2
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12. This
AAR
Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
13. No
term
or provision of this AAR Agreement may be waived or modified unless such waiver
or modification is in writing and signed by the party against whom such waiver
or modification is sought to be enforced.
14. This
AAR
Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee, Depositor, Servicer
or
Company may be merged or consolidated shall without the requirement for any
further writing, be deemed Assignor, Assignee, Depositor, Servicer or Company,
respectively hereunder.
15. This
AAR
Agreement shall survive the conveyance of the Assigned Loans as contemplated
in
this AAR Agreement.
16. This
AAR
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall
constitute one and the same instrument.
17. In
the
event that any provision of this AAR Agreement conflicts with any provision
of
the Purchase and Servicing Agreements with respect to the Assigned Loans, the
terms of this AAR Agreement shall control.
Assignment,
Assumption and Recognition Agreement
(Countrywide
Home Loans, Inc.)
12
IN
WITNESS WHEREOF,
the
parties hereto have executed this AAR Agreement as of the day and year first
above written.
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HSBC
BANK USA, NATIONAL ASSOCIATION,
as
Assignor
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By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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Title:
Officer #15568
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HSI
ASSET SECURITIZATION CORPORATION, as
Depositor
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By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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| Title: Vice President |
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COUNTRYWIDE
HOME LOANS, INC.,
as
Company
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By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name:
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Title:
Senior Vice President
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COUNTRYWIDE
HOME LOANS SERVICING LP
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By:
Countrywide GP, Inc., its General Partner
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Servicer
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By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title:
Snior Vice President
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Assignment,
Assumption and Recognition Agreement
(Countrywide
Home Loans, Inc
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Trustee
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By:
/s/
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
Vice President
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FARGO BANK, N.A.,
as
Master Servicer
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By:
/s/
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Name:
▇▇▇▇▇▇ ▇▇▇▇
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Title:
Vice President
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Assignment,
Assumption and Recognition Agreement
(Countrywide
Home Loans, Inc.)
EXHIBIT
l
ASSIGNED
LOAN SCHEDULE
On
file
with HSBC.
EXHIBIT
2
SERVICING
AGREEMENT
On
file
with HSBC.