MORTGAGE LOAN PURCHASE
AGREEMENT
This Mortgage Loan Purchase Agreement (the
“Agreement”), dated as of January 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 January 1, 2007 (the
“Pooling and Servicing Agreement”), by and among the
Depositor, Option One Mortgage Corporation, as originator (the
“Originator”) and servicer, Wells Fargo Bank, N.A., as
custodian, CitiMortgage, Inc., as master servicer, Citibank, N.A.,
as securities administrator, Deutsche Bank National Trust Company,
as trustee (the “Trustee”) and OfficeTiger Global Real
Estate Services, as credit risk manager, relating to the issuance
of the HSI Asset Securitization Corporation Trust 2007-OPT1
Mortgage Pass-Through Certificates, Series 2007-OPT1. 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
$796,907,179.01 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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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 30 days past due, there has
been no delinquency, exclusive of any grace period, 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 Initial Sale Date to the Closing 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 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, 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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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
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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 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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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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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 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 Purchaser 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 Initial Sale Date to the Closing 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
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