UNDERWRITING AGREEMENT

Ladies and Gentlemen:

Section 1.    Introduction . HSI Asset Securitization Corporation, a Delaware corporation (the “ Company ”), proposes to cause to be issued by [ ]Mortgage Loan Trust 200[ ]-[ ], a common law trust governed by New York law (the “Issuing Entity”), Mortgage Pass-Through Certificates, Series 200[-[ ] (the “ Certificates ”), consisting of [ ] classes pursuant to a Pooling and Servicing Agreement, dated as of [ ] (the “ Pooling and Servicing Agreement ”), by and among the Company, [ ], as servicer (the “Servicer”), [ ], as mortgage loan seller (the “Mortgage Loan Seller”), Wells Fargo Bank, National Association, in its capacity as master servicer, securities administrator and custodian (“Wells Fargo”), and Deutsche Bank National Trust Company, as trustee (the “ Trustee ”). The Company proposes to sell the [ ] (the “ Offered Certificates ”) to HSBC Securities (USA) Inc. (“ HSBC Securities ” or the “Representative”) and the co-managers identified on Exhibit A hereto, if any, (collectively with HSBC Securities, the “Underwriters” and, each entity individually, an “Underwriter”) pursuant to this agreement (“ Agreement ”).

The Certificates will represent in the aggregate the entire beneficial ownership interest in a trust fund (the “ Trust Fund ”) created pursuant to the Pooling and Servicing Agreement primarily consisting of [ ] mortgage loans (the “Mortgage Loans”) secured by [first]-lien mortgages or deeds of trust on residential properties. The Mortgage Loans will be purchased by the Company from HSBC Bank USA, National Association (“HSBC Bank” or the “Sponsor”) pursuant to the Mortgage Loan Purchase Agreement, dated as of [ ] (the “Mortgage Loan Purchase Agreement ”), by and between the Company and the Sponsor, in exchange for immediately available funds. The Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the various indemnification agreements entered into with the Servicer, Wells Fargo, in its capacity as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”), the Mortgage Loan Seller and [ ], as swap counterparty (the “Swap Counterparty”) under an interest rate swap agreement (the “Interest Rate Swap Agreement”), dated [ ], between the Securities Administrator on behalf of the Trust Fund and the Swap Counterparty (collectively, the “Indemnification Agreements”) and this Agreement are collectively referred to herein as the “Transaction Documents.” Only the Offered Certificates are being sold pursuant to this Agreement.

Section 2.    Representations and Warranties of the Company . The Company represents and warrants to the Underwriters as of the date hereof and as of the Closing Date:

(i)    A registration statement (No. 333-124032) on Form S-3 for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of Mortgage Pass-Through Certificates (issuable in series), including the Offered Certificates, has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act and has been declared effective by the Commission and is effective as of the date hereof. The “Registration Statement” shall mean the registration statement as of the date it was first declared effective by the Commission (the “Initial Effective Date”), as modified, supplemented or amended up to and including the Effective Date by any post-effective amendment, the base prospectus dated [ ] (the “Base Prospectus”), the prospectus supplement to the Base Prospectus to be dated on or about the Closing Date in the form to be filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), any filings made under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and incorporated by reference in the Base Prospectus or the Prospectus Supplement, and any amendment or supplement to any of the foregoing. “Effective Date” shall mean the most recent date as of which Registration Statement was declared effective by the Commission, or any later effective date determined pursuant to Rule 430(B)(f)(2) under the Securities Act. The “Preliminary Disclosure Package” shall mean the free writing prospectus within the meaning of Rule 405 under the Securities Act (a “Free Writing Prospectus”) that contains substantially all information that is expected to appear in the Prospectus Supplement (the “Preliminary Prospectus Supplement”), together with the Base Prospectus. The Commission has not issued any order preventing or suspending the use of the Prospectus or the Preliminary Disclosure Package or the effectiveness of the Registration Statement and no proceedings for such purpose are pending or, to the Company’s knowledge, threatened by the Commission. The Initial Effective Date was no more than three years before the Closing Date (or, if three years or more but less than three years and six months, the Company filed another registration statement on Form S-3 for the registration under the Securities Act of Mortgage Pass-Through Certificates (issuable in series) before three years from the Initial Effective Date and such new registration statement meets the requirements of Rule 415(a)(6) under the Securities Act).   The conditions for use of Form S-3 for the Registration Statement have been satisfied with respect to the Company.

(ii)    The Registration Statement and Prospectus conform, and any further amendments or supplements thereto will conform, as of the Effective Date or when filed with the Commission, as applicable, to the requirements of the Securities Act and the rules and regulations thereunder (the “Securities Act Regulations”) (or, with regard to Exchange Act filings incorporated by reference therein, to the requirements of the Exchange Act and the rules and regulations thereunder), in all material respects. As of the Effective Date, the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and as amended and supplemented as of the Closing Date, taken together with the static pool data (within the meaning of Item 1105 of Regulation AB) set forth in or referred to in the Prospectus but deemed to be excluded from the Registration Statement and Prospectus pursuant to Item 1105(d) of Regulation AB (the “Designated Static Pool Information”), does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Preliminary Disclosure Package, as of its date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement, the Prospectus or the Preliminary Disclosure Package in reliance and conformity with any information set forth on Exhibit B hereto (the “Underwriter Information”). The Company acknowledges that the Underwriter Information constitutes the only information furnished in writing by the Underwriters or on their behalf for use in connection with the preparation of the Registration Statement, the Prospectus or the Preliminary Disclosure Package, and the Underwriters confirm that the Underwriter Information is correct.

(iii)    Since the respective dates as to which information is given in the Prospectus, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company or the Sponsor, whether or not arising in the ordinary course of business.

(iv)    The execution, delivery and performance by the Company of the Transaction Documents to which it is a party, the consummation of the transactions contemplated hereby and thereby, and the issuance of the Offered Certificates will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (a “Lien”) upon any property or assets of the Company pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it may be bound, or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any applicable law, administrative rule or regulation or administrative or court decree, except for such conflicts, breaches, defaults, Liens or violations that would not, individually or in the aggregate, materially and adversely affect the Company or the transactions contemplated hereby.

(v)    The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material and adverse effect on the Company’s ability to perform its obligations hereunder or under any Transaction Document to which the Company is a party. The Company has all corporate power and authority to own, lease and operate its properties and to conduct its business, as now conducted by it, and to enter into and perform its obligations under the Transaction Documents to which it is a party and to cause the Offered Certificates to be issued.

(vi)    Except as disclosed in each of the Preliminary Disclosure Package and the Prospectus, there are no actions, suits or proceedings pending with respect to which the Company has received service of process before or, the best of the Company’s knowledge, threatened by any court or governmental agency or body, domestic or foreign, to which the Company is a party or of which any of its properties is the subject (a) which if determined adversely to the Company would have a material adverse effect on the business or financial condition of the Company, (b) asserting the invalidity of any of the Transaction Documents or the Offered Certificates, (c) seeking to prevent the issuance of the Offered Certificates or the consummation by the Company of any of the transactions contemplated by any of the Transaction Documents or (d) which might materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of any of the Transaction Documents or the Offered Certificates.

(vii)    No authorization, approval, consent, order, registration or qualification of or with any court or governmental agency or body of the United States is necessary in connection with the issuance or sale of the Offered Certificates hereunder or the consummation by the Company of the other transactions contemplated by the Transaction Documents, except (a) such as have been, or as of the Closing Date will have been, obtained, (b) such as may otherwise be required under applicable state securities laws in connection with the purchase and offer and distribution of the Offered Certificates by the Underwriters, and (c) those for which the failure to obtain them would not, individually or in the aggregate, materially and adversely affect the Company or the transactions contemplated hereby or by the Transaction Documents.

(viii)    This Agreement has been, and each of the other Transaction Documents to which the Company is a party, when executed and delivered as contemplated hereby and thereby will have been, duly authorized, executed and delivered by the Company, and this Agreement constitutes, and each of such other Transaction Documents, when executed and delivered as contemplated herein, will constitute, a legal, valid and binding instrument enforceable against the Company in accordance with its terms, except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, (b) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and (c) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of such Transaction Documents that purport to provide indemnification from securities law liabilities.

(ix)    At the time of the execution and delivery of the Pooling and Servicing Agreement, the Company will (a) have equitable title to the interest in the Mortgage Loans conveyed by the Sponsor, free of any Lien, (b) not have assigned to any person (other than the Trustee) any of its right, title or interest in the Mortgage Loans, and (c) have the power and authority to transfer its interest in the Mortgage Loans to the Trustee and to sell the Offered Certificates to the Underwriters. Upon execution and delivery of the Pooling and Servicing Agreement by the Trustee, the Trustee will have acquired beneficial ownership of all the Company’s right, title and interest in and to the Mortgage Loans. Upon delivery to the Underwriters of the Offered Certificates, the Underwriters will have good title to the Offered Certificates free of any Lien.

(x)    Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Transaction Documents to which it is a party and the Offered Certificates have been paid or will be paid at or prior to the Closing Date.

(xi)    The direction by the Company to Wells Fargo, as Securities Administrator, to execute, authenticate, issue and deliver the Offered Certificates has been duly authorized by the Company, and, assuming the Securities Administrator has been duly authorized to undertake such actions, when executed, authenticated, issued and delivered by the Securities Administrator in accordance with the Pooling and Servicing Agreement, the Offered Certificates will be validly issued and outstanding and the holders of the Offered Certificates will be entitled to the rights and benefits of the Offered Certificates as provided by the Pooling and Servicing Agreement.

(xii)    Each of the Mortgage Loans will meet the eligibility criteria as of the relevant cut-off date as described in the Preliminary Disclosure Package and Prospectus and will conform to the descriptions thereof contained therein.

(xiii)    As of [], the Company was not an “ineligible issuer” as defined in Rule 405 under the Securities Act.

(xiv)    Neither the Company nor the Trust is an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended and the rules and regulations thereunder.

(xv)    The Offered Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Preliminary Disclosure Package and the Prospectus.

(xvi)    Any certificate signed by any officer of the Company and delivered to the Representative or its counsel shall be deemed a representation and warranty by the Company to each of the Underwriters as to the matters covered thereby.

Section 3.    Purchase, Sale and Delivery of Offered Certificates . Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Company agrees to instruct the Trustee to issue the Certificates and to sell to each Underwriter, and each Underwriter severally and not jointly agrees to purchase from the Company the Offered Certificates set forth opposite their names in Exhibit A , except that the amounts purchased by the Underwriters may change in accordance with Section 11 of this Agreement. Payment of the purchase price for, and delivery of, the Offered Certificates to be purchased by the Underwriters shall be made at the office of HSBC Securities, 452 Fifth Avenue, New York, NY 10018, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M. New York City time, on [ ], which date and time may be postponed by agreement between the Representative and the Company (such time and date of payment and delivery being herein called the “ Closing Date ”). Payment shall be made to the Company in immediately available federal funds wired to such bank as may be designated by the Company, against delivery of the Offered Certificates or, at the Company’s option, in whole or in part, by appropriate notation of an intercompany transfer between affiliates of HSBC Securities. The Offered Certificates so delivered will be initially represented by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of the beneficial owners of the Publicly-Offered Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive Certificates will be available only under the limited circumstances specified in the Pooling and Servicing Agreement. The Offered Certificates will be made available for examination by the Representative not later than 10:00 A.M. on the last Business Day (as defined below) prior to the Closing Date.

Section 4.    Offering by the Underwriters . Each Underwriter severally represents, warrants and covenants as follows:

(i)    Each Underwriter shall offer and/or solicit offers for the Offered Certificates for sale to the public as set forth in the Prospectus and agrees that all offers, solicitations and sales shall be made in compliance with all applicable laws and regulations. Furthermore, each Underwriter shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the Securities Act Regulations.

(ii)    Unless preceded or accompanied by the Prospectus, no Underwriter may convey or deliver any written communication (within the meaning of Rule 405 under the Securities Act) to any person in connection with the offering of the Offered Certificates, unless such written communication: (a) is made in reliance on Rule 134 under the Securities Act; (b) is the Prospectus; (c) is the Preliminary Disclosure Package; (d) is an Issuer Free Writing Prospectus; (e) is an Underwriter Free Writing Prospectus that contains only subscription information regarding the Offered Certificates, Approved Issuer Information, and information that would be ABS ICM (which, to the extent it constitutes Issuer Information, also must be Approved Issuer Information), and is not distributed “in a manner reasonably designed to lead to its broad unrestricted dissemination” within the meaning of Rule 433(d)(ii) under the Securities Act; or (f) is a written confirmation of sale or a notice of allocation of securities sold or to be sold made in reliance on Rule 172 under the Securities Act. “Issuer Free Writing Prospectus” means a Free Writing Prospectus that is an issuer free writing prospectus, within the meaning of Rule 433(h)(1) under the Securities Act, prepared by or on behalf of, or used or referred to by, the Company or the Sponsor with respect to the Offered Certificates. “Underwriter Free Writing Prospectus” means a Free Writing Prospectus prepared by or on behalf of an Underwriter with respect to the Offered Certificates that is not an Issuer Free Writing Prospectus. “ABS ICM” means “ABS informational and computational materials” with the meaning of Item 1101(a) of Regulation AB. “Issuer Information” means issuer information, within the meaning set forth in Rule 433(h)(2) under the Securities Act, with respect to the Offered Certificates, and includes, without limitation, the information with respect to the Offered Certificates specified in footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform). “Approved Issuer Information” has the meaning set forth in Section 4(iii) below. No Underwriter will disseminate any written communication relating to the Offered Certificates in reliance on Rule 167 or 426 under the Securities Act.

(iii)    No Underwriter shall include any Issuer Information in any Underwriter Free Writing Prospectus with respect to the Offered Certificates unless the Issuer Information was provided by the Company expressly for inclusion therein, or such Underwriter or the Representative has obtained the prior consent of the Company to the use of that Issuer Information in that Underwriter Free Writing Prospectus (any such Issuer Information, “Approved Issuer Information”). At least [] Business Days before it uses any Underwriter Free Writing Prospectus containing any Issuer Information, an Underwriter shall notify the Company of its intended use thereof and of the intended date of first use, and at the same time shall provide to the Issuer a copy of the Issuer Information to the extent it was not provided by the Company expressly for inclusion therein. The Underwriter shall, with its notice, include a copy of that Issuer Information in a standard electronic format, unless the Issuer Information was accurately extracted from the Preliminary Disclosure Package, the Prospectus or an Issuer Free Writing Prospectus, or from another Underwriter Free Writing Prospectus where the Issuer Information previously was timely provided in electronic format (any such Issuer Information, “Extracted Issuer Information”). The Underwriter will not use an Underwriter Free Writing Prospectus containing Issuer Information before the intended date of first use specified in its notice to the Company.

(iv)    Each Underwriter acknowledges and agrees that it will not enter into a contract of sale within the meaning contemplated by Rule 159 under the Securities Act (a “Contract of Sale”) with an investor for any Offered Certificates until the Preliminary Disclosure Package has been conveyed to such investor. 

(v)    After the final Prospectus is available, no Underwriter shall distribute any written information concerning the Offered Certificates to a prospective investor unless such information is preceded or accompanied by the final Prospectus.

(vi)    Each Underwriter acknowledges and agrees that all information provided by it to or through Bloomberg or Intex or similar entities for use by prospective investors, or imbedded in any CDI file provided to prospective investors, to the extent constituting a Free Writing Prospectus, shall be deemed to be an Underwriter Free Writing Prospectus of that Underwriter.

(vii)    Each Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the Securities Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Offered Certificates. In addition, each Underwriter shall maintain written and/or electronic records of the following for a period of at least three years after the date thereof:

(a)    a copy of any Underwriter Free Writing Prospectus by that Underwriter to solicit offers to purchase the Offered Certificates;

(b)    regarding each Free Writing Prospectus delivered by that Underwriter to a potential investor (including the Preliminary Disclosure Package), the date of such delivery and identity of such investor; and

(c)    regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade.

(viii)    Each Underwriter further agrees that, if any confirmation of trade with respect to any sale of the Offered Certificates is not preceded or accompanied by the Final Prospectus, (a) that Underwriter will include in the confirmation the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter, and (b) if copy of the Prospectus is requested by a person who receives such a confirmation, the Underwriter will appropriately deliver a copy of the Prospectus to that person. If an electronic copy of the Prospectus is delivered by an Underwriter for this or any other any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by that Underwriter.

(ix)    In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive 2001/34/EC (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), each Underwriter represents, warrants and covenants that it has not made and will not make an offer of Offered Certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Offered Certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of certificates to the public in that Relevant Member State at any time.

(a)    to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b)    to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(c)    in any other circumstances which do not require the publication by the Trust Fund of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of certificates to the public” in relation to any Publicly-Offered Certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Publicly-Offered Certificates to be offered so as to enable an investor to decide to purchase or subscribe the Publicly-Offered Certificates, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

(x)    Each Underwriter represents, warrants and covenants that:

(a)    It has not offered or sold and will not offer or sell any Offered Certificates to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Publicly-Offered Certificates except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments, as principal or agent, for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended;

(b)    it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”), received by it in connection with the issue or sale of any Offered Certificates in circumstances in which section 21(1) of the FSMA does not apply to the Trust Fund; and

(c)    it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Certificates in, from or otherwise involving the United Kingdom. 

Section 5.    Covenants of the Company . The Company covenants with each of the Underwriters as follows:

(i)    The Company shall: (a) prepare the Preliminary Prospectus Supplement for the Preliminary Disclosure Package after the final terms of all classes of the Offered Certificates are established; (b) prepare the Prospectus (including the Prospectus Supplement) in a form approved by the Underwriters, and shall file such Prospectus pursuant to Rule 424(b)(2) under the Securities Act not later than the close of business on the second Business Day following the availability of the Prospectus to the Underwriters; (c) make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the Closing Date except as permitted herein; (d) advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective prior to the termination of the offering of the Offered Certificates or any supplement to the Prospectus or any amended Prospectus has been filed and furnish the Underwriters or their counsel with copies thereof without charge; (e) promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order or the institution of or, to the knowledge of the Company, the threatening of any proceeding for such purpose, of: (1) any order preventing or suspending the use of the Prospectus; (2) the suspension of the qualification of the Offered Certificates for offering or sale in any jurisdiction; (3) the initiation of, or threat of, any proceeding for any such p