EXECUTION
MORTGAGE LOAN PURCHASE
AGREEMENT
This Mortgage Loan Purchase Agreement
(the “Agreement”), dated as of November 1, 2005, is
between HSI Asset Securitization Corporation, a Delaware
corporation (the “Company”), and HSBC Bank USA,
National Association, a national banking association (the
“Seller”).
The Company and the Seller hereby recite
and agree as follows:
1.
Defined Terms . Terms used without definition herein shall
have the respective meanings assigned to them in the Pooling and
Servicing Agreement, dated as of November 1, 2005 (the
“Pooling and Servicing Agreement”), by and among the
Depositor, JPMorgan Chase Bank, National Association, National City
Home Loan Services, Inc., and Option One Mortgage Corporation, as
servicers, First Franklin Financial Corporation, NC Capital
Corporation and Option One Mortgage Corporation, as mortgage loan
originators (each, a “Mortgage Loan Originator”), Wells
Fargo Bank, N.A., as master servicer, securities administrator and
custodian, Clayton Fixed Income Services Inc., as credit risk
manager and Deutsche Bank National Trust Company, as trustee (the
“Trustee”), relating to the issuance of the
Company’s HSI Asset Securitization Corporation Trust 2005-I1
Mortgage Pass-Through Certificates, Series 2005-I1 (the
“Pooling and Servicing Agreement”). Unless
otherwise defined herein, capitalized terms used herein shall
have the same meanings assigned to them in the Pooling and
Servicing Agreement or, if not defined therein, in the Underwriting
Agreement, dated December 15, 2005 (the “Underwriting
Agreement”), among the Company, HSBC Securities (USA) Inc.
(“HSBC”), Blaylock & Company, Inc. and H&R
Block Financial Advisors Inc.
2.
Purchase of Mortgage Loans. The
Seller hereby sells, transfers, assigns and conveys, and the
Company hereby purchases the mortgage loans (the “Mortgage
Loans”) listed in Exhibit 1.
3.
Purchase Price; Purchase and Sale.
The purchase price (the “Purchase Price”) for the
Mortgage Loans shall be $578,644,918.76 inclusive of accrued and
unpaid interest on the Mortgage Loans at the weighted average
interest rate borne by the Mortgage Loans from the date hereof to
but not including the Closing Date, payable by the Company to the
Seller on the Closing Date either (i) by appropriate notation of an
inter-company transfer between affiliates of HSBC or (ii) in
immediately available Federal funds wired to such bank as may be
designated by the Seller.
Upon payment of the Purchase Price, the
Seller shall be deemed to have transferred, assigned, set over and
otherwise conveyed to the Company all the right, title and interest
of the Seller in and to the Mortgage Loans as of the Cut-Off Date,
including all interest and principal due on the Mortgage Loans
after the Cut-Off Date (including scheduled payments of principal
and interest due after the Cut-Off Date but received by the Seller
on or before the Cut-Off Date, but not including payments of
principal and interest due on the Mortgage Loans on or before the
Cut-Off Date), together with all of the Seller’s right, title
and interest in and to the proceeds of any related title, hazard,
primary mortgage or other insurance policies.
The Company hereby directs the Seller,
and the Seller hereby agrees, to deliver to the Trustee all
documents, instruments and agreements required to be delivered by
the Company to the Trustee under the Pooling and Servicing
Agreement and such other documents, instruments and agreements as
the Company or the Trustee shall reasonably request.
4.
Representations and
Warranties . The Seller hereby
represents and warrants to the Company with respect to each
Mortgage Loan as of the date hereof and as of the Closing Date as
follows:
a)
The Seller has good title to the Mortgage
Loans and the Mortgage Loans were subject to no offsets, defenses
or counterclaims.
b)
The Seller has not dealt with any broker,
investment banker, agent or other person (other than the Company)
who may be entitled to any commission or compensation in connection
with the sale of the Mortgage Loans.
c)
For the period from and after the date
hereof to the Closing Date, all payments required to be made for
such Mortgage Loan under the terms of the Mortgage Note have been
made and no payment under the Mortgage Loan has been more than 30
days delinquent, exclusive of any grace period, at any time since
the origination of the Mortgage Loan.
d)
The Mortgaged Property is free of
material damage and waste and there is no proceeding pending for
the total or partial condemnation of the Mortgaged
Property.
e)
No Mortgage Loan is a scheduled
negative-amortization loan.
f)
No Mortgage Loan is a “condo
hotel.”
g)
No Mortgage Loan is secured by a
single-wide manufactured home.
h)
The Mortgagor on any Mortgage Loan is not
a non-resident alien.
i)
A credit report with FICO score (or
equivalent from a nationally recognized credit repository) was
obtained and relied upon in the underwriting of the Mortgage
Loan.
j)
No Mortgage Loan has been in foreclosure
at any time prior to the Cut-off Date, nor has any borrower on any
Mortgage Loan been a party to any foreclosure action within twelve
(12) months prior to the origination of such Mortgage Loan unless a
reasonable exception to the applicable Mortgage Loan
Originator’s underwriting guidelines was made and documented
in the origination file.
k)
Multiple loans to one borrower have been
disclosed to the PMI Insurer in the Bid File or Set-up File (as
such terms are defined in the Bulk PMI Policy) or a separate file
sent by the Seller.
l)
The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material
respects.
m)
No error, omission, misrepresentation,
gross negligence, fraud or similar occurrence with respect to the
origination, modification or amendment of a Mortgage Loan has
taken place on the part of any person, including without limitation
the Mortgagor, any appraiser, any builder or developer, or any
other party involved in the origination of the Mortgage Loan or in
the application of any insurance in relation to such Mortgage
Loan.
n)
There is no Mortgage Loan that was
originated on or after March 7, 2003 which is a “high cost
home loan” as defined under the Georgia Fair Lending Act (the
“Georgia Act”).
o)
No Mortgage Loan is (a) subject to the
provisions of the Homeownership and Equity Protection Act of 1994
as amended (“HOEPA”), (b) a “high cost”
mortgage loan, “covered” mortgage loan, “high
risk home” mortgage loan or “predatory” mortgage
loan or any other comparable term, no matter how defined under any
federal, state or local law, or (c) subject to any comparable
federal, state or local statutes or regulations, or any other
statute or regulation providing for heightened regulatory scrutiny
or assignee liability to holders of such mortgage loans, or (d) a
High Cost Loan or Covered Loan, as applicable (as such terms are
defined in the then applicable Standard & Poor’s
LEVELS® Glossary Revised, Appendix E).
p)
Each Mortgage Loan at the time it was
made complied in all material respects with applicable local, state
and federal laws, including, but not limited to, all applicable
predatory and abusive lending laws.
q)
With respect to each Mortgage Loan sold
by Option One Mortgage Corporation to the Seller, that:
(1)
Except with respect to payments not yet
30 days past due, all payments required to be made from the Initial
Sale Date up to the close of business on the Cut-off Date for such
Mortgage Loan under the terms of the Mortgage Note have been made;
the Seller has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the
owner of the related Mortgaged Property, directly or indirectly,
for the payment of any amount required by the Mortgage Note or
Mortgage (except for interest accruing from the date of the
Mortgage Note or the date of disbursement of the Mortgage proceeds,
whichever is greater, to the day which precedes by one month the
Due Date of the first installment of principal and interest); and
except with respect to payments not yet 30 days past due, there has
been no delinquency, exclusive of any period of grace, in any
payment by the Mortgagor thereunder since the origination of the
Mortgage Loan.
(2)
From and after the Initial Sale Date to
the Closing Date, there are no delinquent taxes, ground rents,
water charges, sewer rents, assessments, insurance premiums,
leasehold payments, including assessments payable in future
installments or other outstanding charges affecting the related
Mortgaged Property.
(3)
From and after the Initial Sale Date to
the Closing Date, the terms of the Mortgage Note and the Mortgage
have not been impaired, waived, altered or modified in any respect,
except by written instruments, recorded in the applicable public
recording office if necessary to maintain the lien priority of the
Mortgage; the substance of any such waiver, alteration or
modification has been approved by the title insurer, to the extent
required by the related policy, and is reflected on the Mortgage
Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released,
in whole or in part, except in connection with an assumption
agreement approved by the title insurer, to the extent required by
the policy, and which assumption agreement has been delivered to
the Custodian and the terms of which are reflected in the Mortgage
Loan Schedule.
(4)
From and after the Initial Sale Date to
the Closing Date, all buildings upon the Mortgaged Property are
insured by an insurer acceptable to Fannie Mae and Freddie Mac
against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the Mortgaged Property
is located, in an amount not less than the greatest of (i) 100.00%
of the replacement cost of all improvements to the Mortgaged
Property, (ii) the outstanding principal balance of the Mortgage
Loan with respect to each Mortgage Loan (iii) the amount necessary
to avoid the operation of any co-insurance provisions with respect
to the Mortgaged Property, and consistent with the amount that
would have been required as of the date of origination in
accordance with the underwriting guidelines or (iv) the amount
necessary to fully compensate for any damage or loss to the
improvements that are a part of such property on a replacement cost
basis. All such insurance policies contain a standard
mortgagee clause naming the Mortgage Loan Originator, or its
successors and assigns as mortgagee and all premiums thereon have
been paid. If the Mortgaged Property is in an area identified
on a Flood Hazard Map or Flood Insurance Rate Map issued by the
Federal Emergency Management Agency as having special flood hazards
(and such flood insurance has been made available) a flood
insurance policy meeting the requirements of the current guidelines
of the Federal Insurance Administration is in effect which policy
conforms to the requirements of the applicable Mortgage Loan
Originator’s underwriting guidelines. The Mortgage
obligates the Mortgagor thereunder to maintain a
