MORTGAGE LOAN PURCHASE AGREEMENT
EXECUTION
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”),
Xxxxx 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.
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:
|
| (1) |
The
Seller has good title to the Mortgage Loans and the Mortgage Loans
were
subject to no offsets, defenses or
counterclaims.
|
| (2) |
The
information set forth in the Mortgage Loan Schedule is complete,
true and
correct as of the Cut-off Date.
|
| (3) |
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.
|
| (4) |
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.
|
| (5) |
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.
|
| (6) |
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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2
| (7) |
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.
|
| (8) |
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.
|
| (9) |
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.
|
| (10) |
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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3
| (11) |
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) |
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.
|
| (13) |
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 terms are defined in
the then
current Standard & Poor’s LEVELS®
Glossary).
|
| (14) |
Each
Mortgage Loan at the time it was made complied in all material respects
with applicable local, state and federal laws, including, but not
limited
to, all applicable predatory and abusive lending
laws.
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| (15) |
The
information set forth in the Mortgage Loan Schedule with respect
to
Prepayment Charges is complete, true and correct in all material
respects
and, subject to applicable federal and state law, each Prepayment
Charge
is permissible, enforceable and collectible.
|
| (16) |
No
Mortgage Loan is (i) a “High-Cost Home Loan” as defined in the New Jersey
Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home
Loan” as defined in the New Mexico Home Loan Protection Act effective
January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act effective November
7, 2004
or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan
Practices Act effective January 1,
2005.
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4
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(b)
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In
addition to the representations and warranties in Paragraph 4(a)
above,
with respect to the Group I Mortgage Loans, as of the date hereof
and as
of the Closing Date:
|
| (1) |
Each
Group I Mortgage Loan is in compliance with the anti-predatory lending
eligibility for purchase requirements of Xxxxxx Mae’s Selling
Guide;
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| (2) |
No
Group I Mortgage Loan secured by a Mortgaged Property located in
Georgia
is a “High-Cost Home Loan” as defined in the Georgia Fair Lending Act; no
Group I Mortgage Loan secured by a Mortgaged Property located in
New York
is a “High-Cost Home Loan” as defined in Section 6-1 of the New York State
Banking Law; no Group I Mortgage Loan secured by a Mortgaged Property
located in Arkansas is a “High-Cost Home Loan” as defined in the Arkansas
Home Loan Protection Act effective June 24, 2003 (Act 1340 of 2003);
no
Group I Mortgage Loan secured by a Mortgaged Property located in
Kentucky
is a “High-Cost Home Loan” as defined in the Kentucky high-cost home loan
statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
no Group
I Mortgage Loan secured by a Mortgaged Property located in Illinois
is a
“High-Risk Home Loan” as defined in the Illinois High-Risk Home Loan Act
(815 Ill. Comp. Stat. 137/1 et
seq.);
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| (3) |
To
the best of the Seller’s knowledge, except with respect to broker yield
spread premium (“YSP”) as permitted by law, no borrower was required to
select a Group I Mortgage Loan product offered by the Mortgage Loan
Seller
which is a higher cost product designed for less creditworthy borrowers,
unless at the time of such Mortgage Loan’s origination, the borrower did
not qualify taking into account credit history and debt-to-income
ratios
for a lower-cost credit product then offered by the Mortgage Loan
Seller
or an affiliate of the Mortgage Loan Seller. If, at the time of the
loan
application, the borrower may have qualified for a lower-cost credit
product then offered by any mortgage lending affiliate of the Mortgage
Loan Seller, the Mortgage Loan Seller referred the borrower’s application
to such affiliate for underwriting
consideration;
|
| (4) |
To
the best of the Seller’s knowledge, the methodology used in underwriting
the extension of credit for each Group
I Mortgage Loan
does not rely solely on the borrower’s equity in the collateral for
determining approval of credit extension, but relies on additional
factors
such as the borrower’s income, assets, liabilities and/or credit history.
Such underwriting methodology confirmed that at the time of origination
(application/approval), the borrower had a reasonable ability to
make
timely payments on the related Group
I Mortgage Loan;
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5
| (5) |
With
respect to any Group I Mortgage Loan that contains a provision permitting
imposition of a Prepayment Charge upon a prepayment prior to maturity,
to
the best of the Seller’s knowledge: (i) pursuant to the Originator’s
underwriting guidelines, the borrower agreed to such a premium in
exchange
for a monetary benefit, including but not limited to a rate or fee
reduction, (ii) prior to such Group I Mortgage Loan’s origination, the
borrower was offered the option of obtaining a mortgage loan that
did not
require payment of such Prepayment Charge, (iii) the Prepayment Charge
is
disclosed to the borrower in the loan documents pursuant to applicable
state and federal law, (iv) the duration of the prepayment period
shall
not exceed three years from the date of the note, and
(v) notwithstanding any state or federal law to the contrary, the
Servicer shall not impose such Prepayment Charge in any instance
when the
mortgage debt is accelerated as the result of the borrower’s default in
making the loan payments;
|
| (6) |
To
the best of the Seller’s knowledge, no borrower was required to purchase
any credit life, disability, accident, unemployment or health insurance
product or debt cancellation agreement as a condition of obtaining
the
extension of credit evidenced by the Group
I Mortgage Loan.
No borrower obtained a prepaid single-premium credit life, disability,
accident, unemployment, mortgage or health insurance policy in connection
with the origination of any Group
I Mortgage Loan;
and no proceeds from any Group
I Mortgage Loan
were used to purchase single premium credit insurance policies or
debt
cancellation agreements as part of the origination of, or as a condition
to closing, such Group
I Mortgage Loan;
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| (7) |
To
the best of the Seller’s knowledge,
all points and fees related to each Group I Mortgage Loan were disclosed
in writing to the borrower in accordance with applicable state and
federal
law and regulation. Except in the case of a Group I Mortgage Loan
in an
original principal amount of less than $60,000 which would have resulted
in an unprofitable origination, no borrower was charged “points and fees”
(whether or not financed) in an amount greater than 5% of the principal
amount of such Group I Mortgage Loan, such 5% limitation calculated
in
accordance with Xxxxxx Mae’s anti-predatory lending requirements as set
forth in the Xxxxxx Xxx Selling
Guide;
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6
| (8) |
All
fees and charges (including finance charges) and whether or not financed,
assessed, collected or to be collected in connection with the origination
and servicing of each Group I Mortgage Loan have been disclosed in
writing
to the borrower in accordance with applicable state and federal law
and
regulation;
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| (9) |
The
Seller shall cause the Servicer to transmit full-file credit reporting
data for each Group I Mortgage Loan pursuant to Xxxxxx Mae Guide
Announcement 95-19 and, with respect to each Group I Mortgage Loan,
the
Seller shall cause the Servicer to report one of the following statuses
each month as follows: new origination, current, delinquent (30-,
60-,
90-days, etc.), foreclosed, or charged-off;
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| (10) |
The
Servicer for each Group I Mortgage Loan has fully furnished in the
past
(and the Seller shall cause the Servicer to furnish in the future),
in
accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company,
on
a monthly basis;
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| (11) |
The
outstanding Stated Principal Balance of each Group I Mortgage Loan
does
not exceed the applicable maximum original loan amount limitations
with
respect to first lien or subordinate lien one-to-four family residential
mortgage loans, as applicable, as set forth in the Xxxxxx Xxx Selling
Guide;
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| (12) |
No
Group I Mortgage Loan is a balloon mortgage loan that has an original
stated maturity of less than seven years;
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| (13) |
No
Group I Mortgage Loan is subject to mandatory arbitration except
when the
terms of the arbitration also contain a waiver provision that provides
that in the event of a sale or transfer of the Mortgage Loan or interest
in the Group I Mortgage Loan, the Seller shall waive the terms of
the
arbitration (or in the event of a sale or transfer of the Mortgage
Loan or
interest therein to Xxxxxx Mae, the terms of the arbitration are
null and
void). The Seller or the Servicer will notify the borrower in writing
within sixty days of the sale or transfer of the Mortgage Loan to
Xxxxxx
Xxx that the terms of the arbitration are null and void; and
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| (14) |
With
respect to Group I Mortgage Loans secured by manufactured housing,
each
contract is secured by a “single family residence” within the meaning of
Section 25(e)(10) of the Code. The fair market value of the manufactured
home securing each contract was at least 80% of the adjusted issue
price
of the contract at either (i) the time the contract was originated
(determined pursuant to the REMIC provisions of the Code or (ii)
the time
the contract was transferred to the Seller). Each such contract is
a
“qualified mortgage” under Section 860G(a)(3) of the
Code.
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7
Notwithstanding
the preceding paragraph, in connection with the Seller’s representations and
warranties made in subparagraph (a)(15) of Section 4 and within 90 days of
the
earlier of discovery by the Seller or receipt of notice from the Servicer of
a
breach of such representation and warranty by the Seller, which breach
materially and adversely affects the interests of the Class P Certificateholders
in any Prepayment Charge, the Seller shall, if (i) such representation and
warranty is breached and a Principal Prepayment has occurred or (ii) if a change
in law subsequent to the Closing Date limits the enforceability of the
Prepayment Charge, pay, at the time of such Principal Prepayment or change
in
law, the amount of the scheduled Prepayment Charge, for the benefit of the
holders of the Class P Certificates, by depositing such amount into the
Distribution Account no later than the Remittance Date immediately following
the
Prepayment Period in which such Principal Prepayment on the related Mortgage
Loan or such change in law has occurred.
5. Repurchase
and Substitution of Mortgage Loans.
In the
event the Mortgage Loan Seller fails to perform its repurchase or substitution
obligations under Section 2.03 of the Pooling and Servicing Agreement resulting
from the insolvency or financial inability of the Mortgage Loan Seller to do
so,
the Seller may, in its sole discretion, opt to undertake such repurchase or
substitution.
6. Underwriting.
The
Seller hereby agrees to furnish any and all information, documents,
certificates, letters or opinions with respect to the Mortgage Loans, reasonably
requested by the Company in order to perform any of its obligations or satisfy
any of the conditions on its part to be performed or satisfied pursuant to
the
Underwriting Agreement or the Purchase Agreement at or prior to the Closing
Date.
8
7. Notices.
All
demands, notices and communications hereunder shall be in writing, shall be
effective only upon receipt and shall, if sent to the Company, be addressed
to
it at HSI Asset Securitization Corporation, 000 Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Head MBS Principal Finance, or, if sent
to
the Seller, be addressed to it at HSBC Bank USA, National Association, 000
Xxxxx
Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Head MBS Principal Finance.
8. Miscellaneous.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated except by a writing signed by the party against
whom enforcement of such change, waiver, discharge or termination is sought.
This Agreement may be signed in any number of counterparts, each of which shall
be deemed an original, which taken together shall constitute one and the same
instrument. This Agreement shall bind and inure to the benefit of and be
enforceable by the Company and the Seller and their respective successors and
assigns.
[SIGNATURE
PAGE FOLLOWS]
9
IN
WITNESS WHEREOF, the Company and the Seller have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.
| HSI ASSET SECURITIZATION CORPORATION | ||
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| By: | /s/ Xxxxxx Xxxxx | |
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Name: Xxxxxx Xxxxx |
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| Title: Vice President | ||
| HSBC BANK USA, NATIONAL ASSOCIATION | ||
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| By: | /s/ Xxx X. Xxxxxxxx | |
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Name: Xxx X. Xxxxxxxx |
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|
Title:
Managing Director #14311
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EXHIBIT
1
Mortgage
Loan Schedule
[To
be
retained in a separate closing binder entitled “FFML 2006-FF11 Mortgage Loan
Schedules” at the Washington, D.C. offices of XxXxx Xxxxxx LLP]
1-1
