MORTGAGE LOAN PURCHASE AGREEMENT
EXECUTION
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, Xxxxx 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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(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:
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(1)
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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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(2)
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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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(3)
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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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(4)
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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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(5)
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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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(6)
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All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to Xxxxxx Xxx and Xxxxxxx 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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(7)
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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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(8)
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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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(9)
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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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(10)
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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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(11)
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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)
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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(12)
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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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(13)
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From
and after the Initial Sale Date to the Closing 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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(14)
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There
is no Mortgage Loan that was originated on or after October 1, 2002
through March 6, 2003 which is governed by the Georgia Fair Lending
Act.
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(15)
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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 version of Standard & Poor’s LEVELS®
Glossary.
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(16)
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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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(17)
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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.
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(18)
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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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(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:
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(A)
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The
outstanding 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 Xxxxxxx Mac Selling
Guide;
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(B)
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With
respect to any Group I Mortgage Loan that is a subordinate lien mortgage
loan, (i) such lien is on a one- to four-family residence that is
the
principal residence of the borrower; (ii) the original principal
balance
does not exceed the applicable limitations with respect to subordinate
lien mortgage loans as set forth in the Xxxxxxx Mac Selling Guide;
and
(iii) the original principal balance of the first lien mortgage loan
plus
the original principal balance of any subordinate lien mortgage loans
relating to the same mortgaged property do not exceed the applicable
limitations with respect to first lien mortgage loans for that property
type as set forth in the Xxxxxxx Mac Selling
Guide;
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(C)
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There
is no Group I 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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(D)
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No
borrower obtained a prepaid single-premium credit life, credit disability,
credit unemployment or credit property insurance policy in connection
with
the origination of any Group I Mortgage Loan; 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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(E)
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The
Servicer for each Group I Mortgage Loan has fully furnished in the
past
(and the Pooling and Servicing Agreement requires the Servicer to
furnish
in the future), in accordance with the Fair Credit Reporting Act
and its
implementing regulations, accurate and complete information (i.e.,
favorable and unfavorable) on its borrower credit files to Equifax,
Experian and Trans Union Credit Information Company, on a monthly
basis;
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(F)
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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) the Group I Mortgage Loan provides
some benefit to the borrower (e.g., a rate or fee reduction) in exchange
for accepting such Prepayment Charge; (ii) the Group I Mortgage Loan’s
originator had a written policy of offering the borrower, or requiring
third-party brokers to offer the borrower, the option of obtaining
a
mortgage loan that did not require payment of such Prepayment Charge;
(iii) the Prepayment Charge was adequately disclosed to the borrower
in
the loan documents pursuant to applicable state and federal law;
(iv) no
subprime loan originated on or after October 1, 2002, will provide
for a
Prepayment Charge for a term in excess of three years and any subprime
loan or non-subprime loan originated prior to such date will not
provide
for a Prepayment Charge for a term in excess of five years; in each
case
unless such loan was modified to reduce the prepayment period to
no more
than three years from the date of the note in the case of a subprime
loan
and no more than five years from the date of the note in the case
of a
non-subprime loan and the borrower was notified in writing of such
reduction in prepayment period; and (v) such Prepayment Charge shall
not be imposed in any instance where the Group I Mortgage Loan is
accelerated or paid off in connection with the workout of a delinquent
mortgage or due to the borrower’s default, notwithstanding that the terms
of the Group I Mortgage Loan or state or federal law might permit
the
imposition of such Prepayment
Charge;
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(G)
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With
respect to any Group I Mortgage Loan originated on or after August
1,
2004, neither the related mortgage nor the related mortgage note
requires
the borrower to submit to arbitration to resolve any dispute arising
out
of or relating in any way to the mortgage loan
transaction;
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(H)
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With
respect to any Group I Mortgage Loan secured by manufactured housing,
(i)
each contract is secured by a “single family residence” within the meaning
of Section 25(e)(10) of the Code and (ii) the manufactured housing
is the
principal residence of the borrower. 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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(I)
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To
the best of the Seller’s knowledge, no borrower was encouraged or required
to select a Group I Mortgage Loan product offered by the originator
which
is a higher cost product designed for less creditworthy borrowers,
unless
at the time of origination, such borrower did not qualify, taking
into
account such facts as, without limitation, the related Group I Mortgage
Loan’s requirements and the borrower’s credit history, income, assets and
liabilities, for a lower cost credit product then offered by the
mortgage
loan’s originator or any affiliate of the originator. If, at the time
of
loan application, the borrower may have qualified for a lower cost
credit
product then offered by any mortgage lending affiliate of the originator,
the originator referred the borrower’s application to such affiliate for
underwriting consideration;
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(J)
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To
the best of the Seller’s knowledge, the methodology used in underwriting
the extension of credit for each Group I Mortgage Loan did not rely
on the
borrower’s equity in the collateral as the principal determining factor in
approving the extension of credit, but rather related such facts
as,
without limitation, the borrower’s credit history, income, assets or
liabilities, to the proposed mortgage payment. 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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(K)
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No
borrower under a Group I Mortgage Loan was charged “points and fees” in an
amount greater than (a) $1,000 or (b) 5% of the principal amount
of such
Group I Mortgage Loan, such limitation calculated in accordance with
Xxxxxxx Mac’s anti-predatory lending requirements as set forth in the
Xxxxxxx Mac Selling Guide; and
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(L)
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No
Group I Mortgage Loan was originated more than twelve months prior
to the
Closing Date.
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(M)
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No
Group I Mortgage Loan has an annual percentage rate (APR) or total
points
and fees that exceed the thresholds set by HOEPA and its implementing
regulations, including 12 CFR §226.32(a)(1)(i) and
(ii).
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(N)
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The
Seller operates an on-going program to make periodic purchases of
mortgage
loans from originators or other sellers and/or to issue and/or purchase
securities or bonds supported by mortgages with a portion of the
proceeds
generated by such program being used to purchase or originate mortgages
made to borrowers who are low-income. The Seller agrees that for
a period
of two years following the date of this Agreement, Xxxxxxx Mac may
contact
the Seller to confirm that it continues to operate or actively participate
in such programs, in order to obtain other nonproprietary information
about the Seller’s activities that may assist Xxxxxxx Mac in completing
its regulatory reporting requirements. The Seller will make reasonable
efforts to provide such information to Xxxxxxx
Mac.
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It
is
understood and agreed that the representations and warranties of the Seller
set
forth in this Section 4 shall survive the Closing Date. Upon the discovery
by
either the Seller or the Company of a breach of any of the foregoing
representations and warranties (excluding a breach with respect to the
representation made in subparagraph (a)(17) of Section 4 above) that adversely
and materially affects the value of the related Mortgage Loan and that does
not
also constitute a breach of a representation or warranty of the Originator
under
the Pooling and Servicing Agreement, the party discovering the breach shall
give
prompt written notice to the other. Within 30 days of the earlier of either
discovery by or notice to the Seller of any breach of any of the foregoing
representations or warranties that materially and adversely affects the value
of
any Mortgage Loan, the Seller shall use its best efforts to cure such breach
in
all material respects and, if such defect or breach cannot be remedied, the
Seller shall, at the Company’s option as specified in writing and provided to
the Seller, (i) if such 30 day period expires prior to the second anniversary
of
the Closing Date, remove such Mortgage Loan from the Trust Fund and substitute
in its place a Substitute Mortgage Loan; or (ii) repurchase such Mortgage Loan
at the Repurchase Price. Notwithstanding the foregoing, with respect to any
of
the foregoing representations and warranties made in clauses (14), (15) and
(16)
of subparagraph (a) of this Section 4 and in subparagraphs (b) of this Section
4, each with respect to the Group I Mortgage Loans, a breach of any such
representation or warranty shall be deemed to materially and adversely affect
the value of the affected Mortgage Loan and the interests of Certificateholders
therein, thus requiring the Seller to repurchase or substitute such Mortgage
Loan irrespective of the Seller’s knowledge of the breach or violation of the
representation or warranty.
Notwithstanding
the preceding paragraph, in connection with the Seller’s representations and
warranties made in subparagraph (a)(17) 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 Originator 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 Originator to do so, the Seller may,
in
its sole discretion, opt to undertake such repurchase or
substitution.
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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
Purchase Agreement or the underwriting agreement dated January 29, 2007, among
the Company, the Seller, HSBC Securities (USA) Inc., Xxxxxxxx and Company,
Inc.
and H&R Block Financial Advisors, Inc. at or prior to the Closing
Date.
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]
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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
By:
/s/
Xxxxxx
Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Senior Vice President
HSBC
BANK
USA, NATIONAL ASSOCIATION
By:
/s/
Xxx X
Xxxxxxxx
Name:
Xxx
X. Xxxxxxxx
Title:
Officer #14311
EXHIBIT
1
Mortgage
Loan Schedule
[To
be
retained in a separate closing binder entitled “HASCO 2007-OPT1 Mortgage Loan
Schedules”
at the Washington, D.C. offices of XxXxx Xxxxxx LLP]
I-1
