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”), among the Company,
Wells Fargo Bank, N.A., as master servicer, securities
administrator and custodian, Option One Mortgage Corporation, as
mortgage loan originator and servicer (the “Mortgage Loan
Originator”), 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-OPT1 Mortgage Pass-Through Certificates, Series 2005-OPT1 or,
if not defined therein, in the Underwriting Agreement, dated
November 22, 2005 (the “Underwriting Agreement”), among
the Company, HSBC Securities (USA) Inc. (“HSBC”),
Blaylock & Company, Inc. and H&R Block Financial Advisors
Inc. or in the Purchase Agreement, dated November 22, 2005 (the
“Purchase Agreement”), between the Company and
HSBC.
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 $509,258,530.94 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 that as of the Closing
Date:
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 there date
hereof, 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 November 1, 2005, 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 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)
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.
n)
From and after the Initial Sale 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.
o)
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; 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.
p)
From and after the Initial Sale 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) 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 Mortgage Originator,
its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area
ident
