ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
EXECUTION
VERSION
This
is
an Assignment, Assumption and Recognition Agreement (this “AAR
Agreement”)
made
as of May 1, 2007, among HSBC Bank, National Association (the “Assignor”),
HSI
Asset Securitization Corporation (the “Assignee”),
CitiMortgage Inc. as Master Servicer (the “Master
Servicer”),
Deutsche Bank National Trust Company (the “Trustee”)
not
individually but solely as trustee on behalf of the holders of the HSI Asset
Loan Obligation Trust, Series 2007-1, Asset-Backed Certificates, American Home
Mortgage Corp. (the “Company”)
and
American Home Mortgage Servicing, Inc. (the “Servicer”).
In
consideration of the mutual promises contained herein the parties hereto agree
that the residential mortgage loans (the “Assigned
Loans”)
listed
on Attachment 1 annexed hereto (the “Assigned
Loan Schedule”)
purchased by Assignor from Company pursuant to (a) the Master Mortgage Loan
Purchase and Interim Servicing Agreement, dated as of November 1, 2006, between
Assignor, Servicer and Company (the “Purchase
Agreement”),
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.
Assignment
and Assumption
1. Assignor
hereby grants, transfers and assigns to Assignee 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 Agreement and Assignee hereby assumes all rights and
obligations with respect to the Assigned Loans under the Purchase Agreement.
Assignor specifically reserves and does not assign to Assignee any right title
and interest in, to or under any Mortgage Loans subject to the Purchase
Agreement other than those set forth on Attachment l. The Servicer shall service
the Assigned Loans in accordance with the Purchase Agreement as modified by
this
AAR Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that the
Assignee will transfer the Assigned Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this AAR
Agreement to HSI Asset Loan Obligation Trust 2007-1 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2007
(the “Pooling
Agreement”),
among
the Assignee as Depositor, the Trustee, the Master Servicer, Citibank, N.A.
as
Securities Administrator (the “Securities
Administrator”)
and
Xxxxx Fargo Bank, N.A. as custodian (the “Custodian”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Assigned Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations of
the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Assigned Loans, and the Trust
hereby acknowledges that it has assumed such representations, warranties and
covenants and that any claim by the Company with respect thereto shall be made
by written notice to the Trustee, (iii) the Trust shall have all the rights
and remedies available to the Assignor, insofar as they relate to the Assigned
Loans, under the Purchase Agreement, 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,
and shall be entitled to enforce all of the obligations of the Company
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 the enforcement of the representations, warranties and covenants
of
the Company) under the Purchase Agreement insofar as they relate to the Assigned
Loans, shall be deemed to refer to the Trust. Neither 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 Agreement which amendment,
modification, waiver or other alteration would in any way affect the Assigned
Loans or the Company’s performance under the Purchase Agreement with respect to
the Assigned Loans without the prior written consent of the Assignee, the Master
Servicer and the Trustee. Any party requesting such amendment shall provide
to
the Assignee, the Master Servicer and the Trustee, at its own expense, an
opinion of counsel stating that (i) such amendment is permitted under the terms
of the Purchase Agreement and (ii) such amendment will not materially and
adversely affect the interests of the holders of any securities issued by the
Trust. The Company 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 Company as they relate
to the Assigned Loans under the Purchase Agreement and this AAR
Agreement.
Representations;
Warranties and Covenants
3. Assignor
warrants and represents to Assignee, the Master Servicer, the Trust and Company
as of the date hereof:
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a.
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Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase
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;
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b.
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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 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 Agreement 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 Company with respect
to the
Assigned Loans or the Purchase Agreement;
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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 Company, 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;
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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 Master Servicer,
the Trust and Company as of the date hereof:
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a.
|
Assignee
is duly organized, validly existing and in good standing under the
laws of
the jurisdiction of its organization and has all requisite power
and
authority to acquire and own the Assigned Loans;
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b.
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Assignee
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 Assignee's business
and
will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's organizational
documentation or
any legal restriction, or any material agreement or instrument to
which
Assignee 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
Assignee or its property is subject. The execution, delivery and
performance by Assignee 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 Assignee. This AAR Agreement has
been duly
executed and delivered by Assignee and, upon the due authorization,
execution and delivery by Assignor and Company, will constitute the
valid
and legally binding obligation of Assignee enforceable against Assignee
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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c.
|
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 Assignee in connection with the execution, delivery
or
performance by Assignee of this AAR Agreement, or the consummation
by it
of the transactions contemplated hereby;
and
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d.
|
There
is no action, suit, proceeding, investigation or litigation pending
or, to
Assignee's knowledge, threatened, which either in any instance or
in the
aggregate, if determined adversely to Assignee, would adversely affect
Assignee's execution or delivery of, or the enforceability of, this
AAR
Agreement, or the Assignee's ability to perform its obligations under
this
AAR Agreement.
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5. Company
warrants and represents to, and covenants with, Assignor, the Master Servicer,
the Trust and Assignee as of the date hereof:
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a.
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Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase
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;
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b.
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Company
is duly organized, validly existing and in good standing under the
laws of
the jurisdiction of its incorporation, and has all requisite power
and
authority to perform its obligations under the Purchase Agreement;
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c.
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Company
has full corporate 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 Company's business
and
will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Company’s organizational documentation or any
legal restriction, or any material agreement or instrument to which
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
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 Company
or
its ability to perform its obligations under this AAR Agreement.
The
execution, delivery and performance by Company of this AAR Agreement
and
the consummation by it of the transactions contemplated hereby, have
been
duly authorized by all necessary corporate action on the part of
Company.
This AAR Agreement has been duly executed and delivered by Company,
and,
upon the due authorization, execution and delivery by Assignor and
Assignee, will constitute the valid and legally binding obligation
of
Company, enforceable against 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 Company in connection with the execution, delivery or performance
by 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
Company's knowledge, threatened, which either in any instance or
in the
aggregate, if determined adversely to Company, would adversely affect
Company's execution or delivery of, or the enforceability of, this
AAR
Agreement, or the Company's ability to perform its obligations under
this
AAR Agreement; and
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f.
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Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee, the Master
Servicer and the Trust, that the representations and warranties set
forth
in Section 7.01 and 7.02 of the Purchase Agreement, are true and
correct
as of the date hereof in all material respects, except that the
representation and warranty set forth in Section 7.02(i) shall, for
purposes of this AAR Agreement, relate to the Mortgage Loan Schedule
attached hereto.
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6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Master Servicer, the Assignee and the Trust (including the
Assignee and the Company acting on the Trust’s behalf) in connection with any
breach of the representations and warranties made by the Company set forth
in
Section 5 hereof shall be as set forth in Subsection 7.03 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein).
7. In
connection with the transfer of the Assigned Loans hereunder, the Company and
the Servicer agree that, solely with respect to the Assigned Loans, the
following modifications shall be made (all capitalized terms used below shall
have the meanings assigned to such terms by this AAR Agreement and such terms
shall be incorporated into the Purchase Agreement):
(i) Section
1
of the Purchase Agreement shall be amended so that the definition of
“Determination Date” is added after the definition of “Depositor” and before the
definition of “Distribution Date”. The added definition of “Determination Date”
shall contain the following language: “With respect to each Distribution Date,
the fifteenth (15th) day of the calendar month in which such Distribution Date
occurs or, if such fifteenth (15th) day is not a Business Day, the Business
Day
immediately preceding such fifteenth (15th) day.”
(ii) Section
1
of the Purchase Agreement shall be amended so that the definition of
Distribution Date thereof is deleted and replaced with “The eighteenth (18th)
day of each month, commencing on the eighteenth day of the month next following
in the month in which the related Cut-off Date occurs, or if such eighteenth
(18th) is not a Business Day, the first Business Day immediately preceding
such
eighteenth (18th) day.”
(iii) Section
11.01 of Exhibit 9 to the Purchase Agreement shall be amended so that the phrase
“, effect an exchange or reissuance of such Mortgage Loans under Section 1001
of
the Code and cause either any REMIC designation made in connection with the
Pass-Through Transfer to fail to qualify as a REMIC under the Code or the
imposition of any tax on ‘prohibited transactions’ or ‘contributions after the
startup day’ under the REMIC provisions of the Code” shall be added after the
word “principal” in the ninth line of the second paragraph thereof.
(iv)
Section
11.04 of Exhibit 9 shall be amended so that the last paragraph thereof is
deleted in its entirety.
(v) Section
11.04 of Exhibit 9 to the Purchase Agreement shall be amended to add the
following as 11.04(viii) and the remainder of Section 11.04 shall be renumbered
accordingly:
“(viii) with
respect to each Principal Prepayment, an amount (to be paid by the Seller out
of
its own funds without reimbursement therefor) which, when added to all amounts
allocable to interest received in connection with such Principal Prepayment,
equals one month’s interest on the amount of principal so prepaid at the
Mortgage Interest Rate, provided, however, that in no event shall the aggregate
of the deposits made by the Seller pursuant to this clause (viii) exceed the
aggregate amount of the Seller’s Servicing Fee in the calendar month in which
such deposits are required.”
(vi) Section
11.14 of Exhibit 9 to the Purchase Agreement shall be amended so that the
references to the “Purchaser” therein shall be replaced with references to “the
Master Servicer”.
(vii) Section
11.24 of Exhibit 9 to the Purchase Agreement shall be amended so that the
references to the “Purchaser” therein shall be replaced with references to “the
Master Servicer, the Depositor, the Trustee or any other party required to
file
the reports referred to in this Section 11.24”.
8. Pursuant
to Section 11.15 of Exhibit 9 to the Purchase Agreement, no later than the
tenth
(10th)
calendar day of the month, or if such tenth (10th)
calendar day is not a Business Day, the first Business Day following such tenth
(10th)
calendar day of each month, the Servicer shall furnish to the Master Servicer
(i)(a) monthly loan data in such format mutually agreed-upon between the
Servicer and the Master Servicer, (b) default loan data in such format mutually
agreed upon between the Servicer and the Master Servicer and (c) information
regarding the realized losses and gains as in such format mutually agreed upon
between the Servicer and the Master Servicer, in each case relating to the
period ending on the last day of the preceding calendar month, (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.
Miscellaneous
9. All
demands, notices and communications related to the Assigned Loans, the Purchase
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:
a. In
the
case of Company,
American
Home Mortgage Corp.
000
Xxxxxxxxxxx Xxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx X. Xxxxxxx, Xx.
With
copies to:
American
Home Mortgage Corp.
000
Xxxxxxxxxxx Xxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attention:
Xxxx X. Xxxx, General Counsel
b. In
the
case of Assignor,
HSBC
Bank
USA, National Association
Re:
HALO
2007-AR2
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Head of MBS Principal Finance
c. In the
case
of Assignee,
000
Xxxxx
Xxxxxx, 00xx
xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Head
MBS
Principal Finance
c. In the
case
of Trustee,
Deutsche
Bank National Trust Company
0000
Xx.
Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
Attn: Trust
Administration
d. In
the
case of the Master Servicer:
CitiMortgage
Mortgage, Inc.
0000
Xxxxxx Xxxx.
Xxxxxx,
XX 00000
Attention:
Master Servicing Division,
Compliance
Manager - HALO 2007-1
e. In
the
case of the Securities Administrator:
Citbank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Structured Finance Agency and Trust, HALO 2007-1
10. 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.
11. 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.
12. This
AAR
Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be
merged or consolidated shall without the requirement for any further writing,
be
deemed Assignor, Assignee or Company, respectively hereunder.
13. This
AAR
Agreement shall survive the conveyance of the Assigned Loans as contemplated
in
this AAR Agreement.
14. 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.
15. In
the
event that any provision of this AAR Agreement conflicts with any provision
of
the Purchase Agreement with respect to the Assigned Loans, the terms of this
AAR
Agreement shall control.
IN
WITNESS WHEREOF,
the
parties hereto have executed this AAR Agreement as of the day and year first
above written.
HSBC
BANK USA, NATIONAL ASSOCIATION
Assignor
By:
/s/
Xxxxxxxx Xxxxxx
Name:
Xxxxxxxx Xxxxxx
Title: Officer
#15255
By:
/s/
Xxxxxx Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Vice President
AMERICAN
HOME MORTGAGE CORP.
By:
/s/
Xxxx
X. Xxxx
Name: Xxxx
X.
Xxxx
Title: Executive
Vice President, General Counsel and Secretary
AMERICAN
HOME MORTGAGE SERVICING, INC.
By:
/s/
Xxxx
X. Xxxx
Name: Xxxx
X.
Xxxx
Title: Executive
Vice President, General Counsel and Secretary
DEUTSCHE
BANK NATIONAL TRUST COMPANY, as
Trustee
By:
/s/
Xxxxxxx
Xxxxxxxxx
Name: Xxxxxxx
Xxxxxxxxx
Title: Authorized
Signer
CITIMORTGAGE,
INC.,
as
Master Servicer
By:
/s/
Xxxxx
X. Xxxxxx
Name: Xxxxx
X.
Xxxxxx
Title: Sr.
Vice
President
ATTACHMENT
1
(form
of
Assigned Loan Tape)
ATTACHMENT
2
(Form
of
Purchase Agreement)
