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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, by and among the Company, as
depositor, Citibank,
as master servicer (the "Master Servicer") Citibank, N.A. as
securities
administrator and Wells Fargo Bank, N.A. as custodian (the
"Custodian"), and
(the "Securities Administrator") Deutsche Bank National Trust
Company, as
trustee (the "Trustee"), relating to the issuance of the HSI Asset
Loan
Obligation Trust 2007-AR1 Mortgage Pass-Through Certificates,
Series 2007-AR1
(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. The
Company and
Seller intend that the conveyance by Seller to the Company of all
its right,
title and interest in and to the Mortgage Loans pursuant to this
Section 2 shall
be, and be construed as, a sale of the Mortgage Loans by Seller to
the Company.
It is, further, not intended that such conveyance be deemed to be a
pledge of
the Mortgage Loans by the Seller to the Company to secure a debt or
other
obligation of the Seller. However, in the event that the Mortgage
Loans are held
to be property of the Seller, or if for any reason this Agreement
is held or
deemed to create a security interest in the Mortgage Loans, then it
is intended
that (a) this Agreement shall be a security agreement within the
meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform
Commercial Code of any other applicable jurisdiction; (b) the
conveyance
provided for in this paragraph shall be deemed to be, and hereby
is, a grant by
the Seller to the Company of a security interest in all of the
Seller's right,
title and interest, whether now owned or hereafter acquired, in and
to any and
all general intangibles, payment intangibles, accounts, chattel
paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods,
letters of credit, advices of credit and investment property
consisting of,
arising from or relating to any of the following: (A) the Mortgage
Loans, the
related Mortgage Note, the Mortgage, any insurance policies and all
other
documents in the related Mortgage File, (B) all monies due or to
become due
pursuant to the Mortgage Loans in accordance with the terms thereof
and (C) all
proceeds of the conversion, voluntary or involuntary, of the
foregoing into
cash, instruments, securities or other property; (c) the possession
by the
Trustee, the Securities Administrator or any other agent of the
Trustee of
Mortgage Notes or such other items of property as constitute
instruments, money,
payment intangibles, negotiable documents, goods, deposit accounts,
letters of
credit, advices of credit investment property or chattel paper
shall be deemed
to be possession by the secured party, or possession by a purchaser
or a person
designated by such secured party, for purposes of perfecting the
security
interest pursuant to the New York Uniform Commercial Code
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and the Uniform Commercial Code of any other applicable
jurisdiction (including,
without limitation, Sections 8-106, 9-313 and 9-106 thereof); and
(d)
notifications to persons holding such property, and
acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed
notifications
to, or acknowledgments receipts or confirmations from,
securities
intermediaries, bailees or agents of, or persons holding for (as
applicable) the
Trustee for the purpose of perfecting such security interest under
applicable
law. The Seller shall, to the extent consistent with this
Agreement, take such
reasonable actions as may be necessary to ensure that, if this
Agreement were
determined to create a security interest in the Mortgage Loans and
the other
property described above, such security interest would be
determined to be a
perfected security interest of first priority under applicable law
and will be
maintained as such throughout the term of this Agreement. Without
limiting the
generality of the foregoing, the Seller shall prepare and deliver
to the Company
not less than 15 days prior to any filing date, and the Company
shall file, or
shall cause to be filed, at the expense of the Seller, all filings
necessary to
maintain the effectiveness of any original filings necessary under
the Uniform
Commercial Code as in effect in any jurisdiction to perfect the
Company's
security interest in or lien on the Mortgage Loans, including
without limitation
(x) continuation statements, and (y) such other statements as may
be occasioned
by (1) any change of name of the Seller or the Company, (2) any
change of
location of the place of business or the chief executive office of
the Seller
or, (3) any transfer of any interest of the Seller in any Mortgage
Loan.
3.
Purchase Price; Purchase and Sale. The purchase price (the
"Purchase
Price") for the Mortgage Loans shall be $436,164,519.16 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:
2
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(a) With respect to each Mortgage
Loan, as of the date hereof and as
of the Closing Date:
(1) There is no
default, breach, violation or event of
acceleration existing under the mortgage or the Mortgage
Note and there are no delinquent taxes, ground rents, water
charges, sewer rents, assessments, insurance premiums,
leasehold payments, or other outstanding charges affecting
the related Mortgaged Property;
(2) 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, or in the process
of being recorded, in the applicable public recording office
if necessary to maintain the lien priority of the mortgage.
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;
(3) The Mortgage Note
and the mortgage are not subject to any
right of rescission, set-off, counterclaim or defense,
including the defense of usury, nor will the operation of
any of the terms of the Mortgage Note and the mortgage, or
the exercise of any right under the Mortgage Note or the
mortgage, render the mortgage unenforceable, in whole or in
part, or subject to any right of rescission, set-off,
counterclaim or defense, including the defense of usury and
no such right of rescission, set-off, counterclaim or
defense has been asserted with respect thereto;
(4) All buildings upon
the Mortgaged Property are insured by an
insurer in accordance with the applicable underwriting
guidelines against loss by fire, hazards of extended
coverage and such other hazards as are customary in th
