EXECUTION
MORTGAGE LOAN PURCHASE
AGREEMENT
This Mortgage Loan Purchase Agreement (the
“Agreement”), dated as of February 1, 2007, 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 February 1, 2007 (the
“Pooling and Servicing Agreement”), by and among HSI
Asset Securitization Corporation, as depositor, Wells Fargo Bank,
N.A., as master servicer, securities administrator and custodian
(in such capacity, the “Custodian”), OfficeTiger Global
Real Estate Services Inc., as credit risk manager, and Deutsche
Bank National Trust Company, as trustee (the
“Trustee”), relating to the issuance of the HSI Asset
Securitization Corporation Trust 2007-HE1 Mortgage Pass-Through
Certificates, Series 2007-HE1. 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 without recourse, and the Company
hereby purchases the mortgage loans (the “Mortgage
Loans”) listed on the Mortgage Loan Schedule in Exhibit
1 .
3. Purchase Price; Purchase and Sale
. The purchase price (the
“Purchase Price”) for the Mortgage Loans shall be
$1,051,119,611.76 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 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.
Concurrently with the execution and delivery of
this Agreement, the Seller hereby assigns to the Company all of its
rights and interest (but none of its obligations) under the (i)
Servicing Agreements and (ii) Assignment, Assumption and
Recognition Agreements listed on Exhibit 2 hereto (the
“Assignment Agreements”), to the extent relating to the
Mortgage Loans. The Company hereby accepts such assignment, and
shall be entitled to exercise all such rights of the Seller under
the Servicing Agreements and the Assignment Agreements as if the
Company had been a party to such agreement.
The Company hereby acknowledges its acceptance
of all right, title and interest in, to and under the Mortgage
Loans and other property, and its rights under the Servicing
Agreements and the Assignment Agreements, now existing or hereafter
created, conveyed to it pursuant to this Section 3.
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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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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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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Except with
respect to payments not yet more than 29 days past due, there has
been no delinquency greater than 29 days in any payment by the
borrower since the Initial Sale Date of the Mortgage
Loan;
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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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From and after
the Cut-off 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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From and after
the Cut-off 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 Custodian; 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 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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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) either
(A) the outstanding principal balance of the Mortgage Loan
with respect to each first lien Mortgage Loan or (B) with
respect to each second lien Mortgage Loan, the sum of the
outstanding principal balance of the related first lien Mortgage
Loan and the outstanding principal balance of the second lien
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 Fannie Mae and Freddie
Mac. 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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The Mortgage
has not been satisfied, cancelled, subordinated (except to a senior
Mortgage in the case of a Mortgage that is a second lien) 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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The Mortgage is
a valid, existing and enforceable first or second lien (as
indicated on the Mortgage Loan Schedule) on the Mortgaged Property,
including all improvements on the Mortgaged Property subject only
to (a) the lien of current real property taxes and assessments
not yet due and payable, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of the
public record as of the date of recording being acceptable to
mortgage lending institutions generally and specifically referred
to in the lender’s title insurance policy delivered to the
originator of the Mortgage Loan and which do not adversely affect
the appraised value of the Mortgaged Property, (c) to the
extent the Mortgage Loan is a second lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule), the related first lien on
the Mortgaged Property; and (d) other matters to which like
properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property. Any security agreement, chattel
mortgage or equivalent document related to and delivered in
connection with the Mortgage Loan establishes and creates a valid,
existing and enforceable first or second lien and first or second
priority security interest (in each case, as indicated on the
Mortgage Loan Schedule) on the property described therein and the
Seller has full right to sell and assign the same to the
Company;
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From and after
the date the Mortgage Loan was purchased by the Seller from the
related Mortgage Loan Seller (the “Initial Sale Date”),
and immediately prior to the transfer and assignment of each
Mortgage Loan by the Seller to the Company, the Seller was the sole
legal, beneficial and equitable owner of the Mortgage Note and the
Mortgage. The Seller has full right to transfer and sell the
Mortgage Loan to the Company free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security
interest;
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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. With respect to each second
lien Mortgage Loan, (i) the first lien Mortgage Loan is in
full force and effect, (ii) there is no default, breach,
violation or event of acceleration existing under such first lien
Mortgage or the related Mortgage Note, (iii) 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 thereunder, (iv) either (A) the
first lien Mortgage contains a provision which allows or
(B) applicable law requires, the mortgagee under the second
lien Mortgage Loan to receive notice of, and affords such mortgagee
an opportunity to cure any default by payment in full or otherwise
under the first lien Mortgage, (v) the related first lien does
not provide for or permit negative amortization under such first
lien Mortgage Loan, and (vi) either no consent for the
Mortgage Loan is required by the holder of the first lien or such
consent has been obtained and is contained in the Mortgage
File;
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From and after
the Cut-off Date, except as insured against by the related title
insurance, 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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From and after
the Cut-off Date, 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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To the
Seller’s knowledge, 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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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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No Mortgage
Loan is (a) (1) subject to the provisions of the Homeownership and
Equity Protection Act
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