EXECUTION
MORTGAGE LOAN PURCHASE
AGREEMENT
This Mortgage Loan Purchase Agreement (the
“Agreement”), dated as of August 1, 2006, 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 August 1, 2006 (the
“Pooling and Servicing Agreement”), by and among the
Depositor, First Franklin Financial Corporation, as mortgage loan
seller (the “Mortgage Loan Seller”), Wells Fargo Bank,
N.A., as master servicer, servicer (the “Servicer”),
securities administrator and custodian and Deutsche Bank National
Trust Company, as trustee (the “ Trustee ”),
relating to the issuance of the First Franklin Mortgage Loan Trust
2006-FF11 Mortgage Pass-Through Certificates, Series 2006-FF11 (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.
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 on the Mortgage Loan Schedule in Exhibit 1
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3.
Purchase Price; Purchase and
Sale . The purchase price
(the “Purchase Price”) for the Mortgage Loans shall be
$1,920,438,427.38 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 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:
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(a)
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With respect to
each Mortgage Loan in either Loan Group, as of the date hereof and
as of the Closing Date:
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(1)
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The Seller has
good title to the Mortgage Loans and the Mortgage Loans were
subject to no offsets, defenses or counterclaims.
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(2)
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The information
set forth in the Mortgage Loan Schedule is complete, true and
correct as of the Cut-off Date.
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(3)
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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.
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(4)
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From and after
the Initial Sale Date, there have been 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.
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(5)
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From and after
the Initial Sale 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, and which have been delivered to the Trustee on
behalf of the Company; 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
related Mortgage Loan Schedule. No instrument of waiver, alteration
or modification has been executed, and no borrower 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 related Mortgage Loan Schedule.
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(6)
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All buildings
upon the Mortgaged Property are insured by an insurer 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 (i) 100.00% of the replacement cost of
all improvements to the Mortgaged Property, (ii) the outstanding
principal balance of the 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 originator, 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 Underwriting Guidelines. The Mortgage obligates
the borrower thereunder to maintain all such insurance at the
borrower’s cost and expense, and on the borrower’s
failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at borrower’s cost and expense and to seek
reimbursement therefor from the Mortgagor.
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(7)
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The Mortgage
has not been satisfied, cancelled, subordinated or rescinded, in
whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release.
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(8)
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There is no
default, breach, violation or event of acceleration existing under
the Mortgage or the Mortgage Note, no event which, with the passage
of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration, and the Seller has not waived any default, breach,
violation or event of acceleration.
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(9)
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From and after
the Initial Sale Date, no mechanics’ or similar liens or
claims have been filed for work, labor or material (and no rights
are outstanding that under law could give rise to such lien)
affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage.
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(10)
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Since the
Initial Sale Date of the Mortgage Loan, the Mortgaged Property has
not been subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other
exemption available to the Mortgagor which would interfere with the
right to sell the Mortgaged Property at a trustee’s sale or
the right to foreclose the Mortgage. The Mortgagor has not notified
the Seller and the Seller has no knowledge of any relief requested
by the borrower under the Servicemembers Civil Relief
Act.
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(11)
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From and after
the Initial Sale Date, the Mortgaged Property is in material
compliance with all applicable environmental laws pertaining to
environmental hazards including, without limitation, asbestos, and
neither the Seller nor, to the Seller’s knowledge, the
related Mortgagor, has received any notice of any violation or
potential violation of such law.
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(12)
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There is no
Mortgage Loan that was originated on or after October 1, 2002 and
before March 7, 2003, which is secured by property located in the
state of Georgia. 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.
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(13)
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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 te
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