MORTGAGE LOAN PURCHASE
AGREEMENT
This is a Mortgage Loan Purchase
Agreement (this “Agreement”), dated September 29, 2006,
between DB Structured Products, Inc. (the “Seller”) and
Deutsche Alt-A Securities, Inc., a Delaware corporation (the
“Purchaser”).
Preliminary Statement
The Seller intends to sell the Mortgage
Loans (as hereinafter identified) to the Purchaser on the terms and
subject to the conditions set forth in this Agreement. The
Purchaser intends to deposit the Mortgage Loans into a mortgage
pool comprising the Trust Fund. The Trust Fund will be
evidenced by a single series of mortgage pass-through certificates
designated as Deutsche Alt-A Securities Mortgage Loan Trust, Series
2006-AR4 Mortgage Pass-Through Certificates (the
“Certificates”). The Certificates will consist of
14 classes of certificates. The Certificates will be issued
pursuant to a Pooling and Servicing Agreement, dated as of
September 1, 2006 (the “Pooling and Servicing
Agreement”), among the Purchaser as depositor, Wells Fargo
Bank, N.A. as master servicer (the “Master Servicer”)
and as securities administrator and HSBC Bank USA, National
Association as trustee (the “Trustee”). The
Purchaser will sell the
Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates to Deutsche Bank Securities Inc. (“DBSI”),
pursuant to the Amended and Restated Underwriting Agreement, dated
as of August 1, 2003, as amended to and including September 28,
2006, between the Purchaser and DBSI, and the Terms Agreement,
dated September 28, 2006, between the Purchaser and DBSI. The
Purchaser will sell the Class CE, Class P and Class R Certificates
to DBSI pursuant to the Purchase Agreement dated as of September
29, 2006 between Purchaser and DBSI. Capitalized terms used
but not defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.
The parties hereto agree as
follows:
SECTION 1.
Agreement to Purchase
. The Seller hereby sells and the
Purchaser hereby purchases, on the date hereof (the “Closing
Date”), (a) certain one- to four-family, adjustable-rate and
hybrid adjustable-rate first lien residential mortgage loans,
having an aggregate outstanding principal balance as of the close
of business on September 1, 2006 (the “Cut-Off Date”),
after deducting payments due on or before that date, of
approximately $1,029,845,378 (the “Initial Mortgage
Loans”). After the termination of the Pre-Funding Period, the
Trust will include the Initial Mortgage Loans and subsequent
mortgage loans, which are expected to have an aggregate principal
balance as of the Cut-Off Date of approximately $1,116,720,275 (the
“Mortgage Loans”) after application of scheduled
payments due on or before the Cut-Off Date whether or not
received.
SECTION 2.
Mortgage Loan Schedule
. The Purchaser and the Seller have
agreed upon which of the mortgage loans owned by the Seller are to
be purchased by the Purchaser pursuant to this Agreement and the
Seller will prepare or cause to be prepared on or prior to the
Closing Date a final schedule (the “Closing Schedule”)
that shall describe such Mortgage Loans and set forth all of the
Mortgage Loans to be purchased under this Agreement, including the
Prepayment Charges. The Closing Schedule will conform to the
requirements set forth in this Agreement and to the definition of
“Loan Schedule” under the Pooling and Servicing
Agreement.
SECTION 3.
Consideration .
(a)
In consideration for the Mortgage Loans
to be purchased hereunder, the Purchaser shall, as described in
Section 8, pay to or upon the order of the Seller in immediately
available funds an amount (the “Purchase Price”) equal
to $1,112,033,031.6.
(b)
The Purchaser or any assignee, transferee
or designee of the Purchaser shall be entitled to all scheduled
payments of principal due after the Cut-Off Date, all other
payments of principal due and collected after the Cut-Off Date, and
all payments of interest on the Mortgage Loans allocable to the
period after the Cut-Off Date. All scheduled payments of
principal and interest due on or before the Cut-Off Date and
collected after the Cut-Off Date shall belong to the
Seller.
(c)
Pursuant to the Pooling and Servicing
Agreement, the Purchaser will assign all of its right, title and
interest in and to the Mortgage Loans, together with its rights
under this Agreement, to the Trustee for the benefit of the
Certificateholders.
SECTION 4.
Transfer of the Mortgage
Loans .
(a)
Possession of Mortgage
Files . The Seller does hereby
sell to the Purchaser, without recourse but subject to the terms of
this Agreement, all of its right, title and interest in, to and
under the Mortgage Loans, including the related Prepayment Charges.
The contents of each Mortgage File not delivered to the
Purchaser or to any assignee, transferee or designee of the
Purchaser on or prior to the Closing Date are and shall be held in
trust by the Seller for the benefit of the Purchaser or any
assignee, transferee or designee of the Purchaser. Upon the
sale of the Mortgage Loans, the ownership of each Mortgage Note,
the related Mortgage or with respect to a Cooperative Loan (as
defined in Exhibit 3 hereto), the related Security Agreement and
the other contents of the related Mortgage File is vested in the
Purchaser and the ownership of all records and documents with
respect to the related Mortgage Loan prepared by or that come into
the possession of the Seller on or after the Closing Date shall
immediately vest in the Purchaser and shall be delivered
immediately to the Purchaser or as otherwise directed by the
Purchaser.
(b)
Delivery of Mortgage Loan
Documents . The Seller will,
on or prior to the Closing Date, deliver or cause to be delivered
to the Purchaser or any assignee, transferee or designee of the
Purchaser each of the following documents for each Mortgage
Loan:
(i)
with respect to each Mortgage Loan that
is not a Cooperative Loan (to the extent not defined herein or in
the Pooling and Servicing Agreement, capitalized terms used in this
Section 4(b)(i) shall have the meanings set forth on Exhibit 3 to
this Agreement):
1.
the original Mortgage Note (including all
riders thereto), or certified copies thereof, bearing all
intervening endorsements necessary to show a complete chain of
endorsements from the original payee, endorsed in blank, via
original signature, and, if previously endorsed, signed in the name
of the last endorsee by a duly qualified officer of the last
endorsee. If the Mortgage Loan was acquired by the last
endorsee in a merger, the endorsement must be by “[name of
last endorsee], successor by merger to [name of
predecessor]”. If the Mortgage Loan was acquired or
originated by the last endorsee while doing business under another
name, the endorsement must be by “[name of last endorsee],
formerly known as [previous name]”;
2.
an original Assignment of Mortgage
executed in blank;
3.
the original of any guarantee executed in
connection with the Mortgage Note, if any;
4.
the original Mortgage (including all
riders thereto) with evidence of recording thereon and the original
recorded power of attorney, if the Mortgage was executed pursuant
to a power of attorney, with evidence of recording thereon, and in
the case of each MOM Loan, the original Mortgage, noting the
presence of the MIN of the Mortgage Loan and either language
indicating that the Mortgage Loan is a MOM Loan or if the Mortgage
Loan was not a MOM Loan at origination, the original Mortgage and
the assignment thereof to MERS®, with evidence of recording
indicated thereon; or, if the original Mortgage with evidence of
recording thereon has not been returned by the public recording
office where such Mortgage has been delivered for recordation or
such Mortgage has been lost or such public recording office retains
the original recorded Mortgage, a photocopy of such Mortgage,
together with (i) in the case of a delay caused by the public
recording office, an officer’s certificate of the title
insurer insuring the Mortgage, the escrow agent, the Seller or the
related Servicer stating that such Mortgage has been delivered to
the appropriate public recording office for recordation and that
the original recorded Mortgage or a copy of such Mortgage certified
by such public recording office to be a true and complete copy of
the original recorded Mortgage will be promptly delivered to the
Purchaser’s designee upon receipt thereof by the party
delivering the officer’s certificate or by the related
Servicer; or (ii) in the case of a Mortgage where a public
recording office retains the original recorded Mortgage or in the
case where a Mortgage is lost after recordation in a public
recording office, a copy of such Mortgage with the recording
information thereon certified by such public recording office to be
a true and complete copy of the original recorded
Mortgage;
5.
the originals of all assumption,
modification, consolidation or extension agreements, with evidence
of recording thereon, if any;
6.
the originals of any intervening
assignments of mortgage with evidence of recording thereon
evidencing a complete chain of ownership from the originator of the
Mortgage Loan to the last assignee, or if any such intervening
assignment of mortgage has not been returned from the applicable
public recording office or has been lost or if such public
recording office retains the original recorded intervening
assignments of mortgage, a photocopy of such intervening assignment
of mortgage, together with (i) in the case of a delay caused by the
public recording office, an officer’s certificate of the
title insurer insuring the Mortgage, the escrow agent, the Seller
or the related Servicer stating that such intervening assignment of
mortgage has been delivered to the appropriate public recording
office for recordation and that such original recorded intervening
assignment of mortgage or a copy of such intervening assignment of
mortgage certified by the appropriate public recording office to be
a true and complete copy of the original recorded intervening
assignment of mortgage will be promptly delivered to the
Purchaser’s designee upon receipt thereof by the party
delivering the officer’s certificate or by the related
Servicer; or (ii) in the case of an intervening assignment of
mortgage where a public recording office retains the original
recorded intervening assignment of mortgage or in the case where an
intervening assignment of mortgage is lost after recordation in a
public recording office, a copy of such intervening assignment of
mortgage with recording information thereon certified by such
public recording office to be a true and complete copy of the
original recorded intervening assignment of mortgage;
7.
if the Mortgage Note, the Mortgage, any
Assignment of Mortgage, or any other related document has been
signed by a Person on behalf of the Mortgagor, the original power
of attorney or other instrument that authorized and empowered such
Person to sign;
8.
the original lender’s title
insurance policy in the form of an ALTA mortgage title insurance
policy or, if the original lender’s title insurance policy
has not been issued, the irrevocable commitment to issue the same;
provided, that the Seller shall deliver such original title
insurance policy to the Purchaser or any assignee, transferee or
designee of the Purchaser promptly upon receipt by the Seller, if
any; and
9.
the original of any security agreement,
chattel mortgage or equivalent document executed in connection with
the Mortgage, if any.
(ii)
with respect to each Cooperative Loan, as
applicable, (to the extent not defined herein or in the Pooling and
Servicing Agreement, capitalized terms used in this Section
4(b)(ii) shall have the meanings set forth on Exhibit 3 to this
Agreement):
1.
the original Mortgage Note (including all
riders thereto) bearing all intervening endorsements necessary to
show a complete chain of endorsements from the original payee,
endorsed in blank, via original signature, and, if previously
endorsed, signed in the name of the last endorsee by a duly
qualified officer of the last endorsee. If the Mortgage
Loan was acquired by the last endorsee in a merger, the endorsement
must be by “[name of last endorsee], successor by merger to
[name of predecessor]”. If the Mortgage Loan was acquired or
originated by the last endorsee while doing business under another
name, the endorsement must be by “[name of last endorsee],
formerly known as [previous name]”;
2.
the Cooperative Shares, together with the
Stock Power in blank;
3.
the executed Security
Agreement;
4.
the executed Proprietary Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan;
5.
the executed Recognition
Agreement;
6.
copies of the original UCC Financing
Statement, and any continuation statements, filed by the originator
of such Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator under
the Security Agreement and the Assignment of Proprietary
Lease;
7.
copies of the filed UCC assignments or
amendments of the security interest referenced in clause (6) above
showing an unbroken chain of title from the originator to the
Trust, each with evidence of recording thereof, evidencing the
interest of the assignee under the Security Agreement and the
Assignment of Proprietary Lease;
8.
an executed assignment of the interest of
the originator in the Security Agreement, the Assignment of
Proprietary Lease and the Recognition Agreement, showing an
unbroken chain of title from the originator to the Trust;
and
9.
for any Cooperative Loan that has been
modified or amended, the original instrument or instruments
effecting such modification or amendment.
Notwithstanding anything to the contrary
contained in this Section 4, with respect to a maximum of
approximately 1.00% of the Mortgage Loans, by aggregate principal
balance of the Mortgage Loans as of the Cut-Off Date, if any
original Mortgage Note referred to in Section 4(b)(i) above cannot
be located, the obligations of the Seller to deliver such documents
shall be deemed to be satisfied upon delivery to the Purchaser or
any assignee, transferee or designee of the Purchaser of a
photocopy of such Mortgage Note, if available, with a lost note
affidavit substantially in the form of Exhibit 1 attached
hereto. If any of the original Mortgage Notes for which a
lost note affidavit was delivered to the Purchaser or any assignee,
transferee or designee of the Purchaser is subsequently located,
such original Mortgage Note shall be delivered to the Purchaser or
any assignee, transferee or designee of the Purchaser within three
(3) Business Days; and if any document referred to in Section
4(b)(ii) or 4(b)(iv) above has been submitted for recording but
either (x) has not been returned from the applicable public
recording office or (y) has been lost or such public recording
office has retained the original of such document, the obligations
of the Seller hereunder shall be deemed to have been satisfied upon
delivery to the Purchaser or any assignee, transferee or designee
of the Purchaser promptly upon receipt thereof by or on behalf of
the Seller of either the original or a copy of such document
certified by the applicable public recording office to be a true
and complete copy of the original.
In the event that the original
lender’s title insurance policy has not yet been issued, the
Seller shall deliver to the Purchaser or any assignee, transferee
or designee of the Purchaser a written commitment or interim binder
or preliminary report of title issued by the title insurance or
escrow company. The Seller shall deliver such original title
insurance policy to the Purchaser or any assignee, transferee or
designee of the Purchaser promptly upon receipt by the Seller, if
any.
Each original document relating to a
Mortgage Loan which is not delivered to the Purchaser or its
assignee, transferee or designee, if held by the Seller, shall be
so held for the benefit of the Purchaser, its assignee, transferee
or designee.
(c)
Acceptance of Mortgage
Loans . The documents
delivered pursuant to Section 4(b) hereof shall be reviewed by the
Purchaser or any assignee, transferee or designee of the Purchaser
at any time before or after the Closing Date (and with respect to
each document permitted to be delivered after the Closing Date,
within seven (7) days of its delivery) to ascertain that all
required documents have been executed and received and that such
documents relate to the Mortgage Loans identified on the Closing
Schedule.
(d)
Transfer of Interest in
Agreements . The Purchaser has
the right to assign its interest under this Agreement, in whole or
in part, to the Trustee, as may be required to effect the purposes
of the Pooling and Servicing Agreement, without the consent of the
Seller, and the assignee shall succeed to the rights and
obligations hereunder of the Purchaser. Any expense reasonably
incurred by or on behalf of the Purchaser or the Trustee in
connection with enforcing any obligations of the Seller under this
Agreement will be promptly reimbursed by the Seller.
(e)
Examination of Mortgage
Files . Prior to the Closing
Date, the Seller shall either (i) deliver in escrow to the
Purchaser or to any assignee, transferee or designee of the
Purchaser for examination the Mortgage File pertaining to each
Mortgage Loan or (ii) make such Mortgage Files available to the
Purchaser or to any assignee, transferee or designee of the
Purchaser for examination. Such examination may be made by the
Purchaser or the Trustee, and their respective designees, upon
reasonable notice to the Seller during normal business hours before
the Closing Date and within sixty (60) days after the Closing Date.
If any such person makes such examination prior to the Closing Date
and identifies any Mortgage Loans that do not conform to the
requirements of the Purchaser as described in this Agreement, such
Mortgage Loans shall be deleted from the Closing Schedule. The
Purchaser may, at its option and without notice to the Seller,
purchase all or part of the Mortgage Loans without conducting any
partial or complete examination. The fact that the Purchaser or any
person has conducted or has failed to conduct any partial or
complete examination of the Mortgage Files shall not affect the
rights of the Purchaser or any assignee, transferee or designee of
the Purchaser to demand repurchase or other relief as provided
herein or under the Pooling and Servicing Agreement.
SECTION 5.
Representations, Warranties and
Covenants of the Seller .
The Seller hereby represents and warrants
to the Purchaser, as of the date hereof and as of the Closing Date,
and covenants, that:
(i)
The Seller is a corporation organized
under the laws of the state of Delaware with full corporate power
and authority to conduct its business as presently conducted by it
to the extent material to the consummation of the transactions
contemplated herein. The Agreement has been duly authorized,
executed and delivered by the Seller. The Seller had the full
corporate power and authority to own the Mortgage Loans and to
transfer and convey the Mortgage Loans to the Purchaser and has the
full corporate power and authority to execute and deliver and
engage in the transactions contemplated by, and perform and observe
the terms and conditions of, this Agreement;
(ii)
The Seller has duly authorized the
execution, delivery and performance of this Agreement, has duly
executed and delivered this Agreement, and this Agreement, assuming
due authorization, execution and delivery by the Purchaser,
constitutes a legal, valid and binding obligation of the Seller,
enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or
reorganization or by general principles of equity;
(iii)
The execution, delivery and performance
of this Agreement by the Seller (x) does not conflict and will not
conflict with, does not breach and will not result in a breach of
and does not constitute and will not constitute a default (or an
event, which with notice or lapse of time or both, would constitute
a default) under (A) any terms or provisions of the articles of
incorporation or by-laws of the Seller, (B) any term or provision
of any material agreement, contract, instrument or indenture, to
which the Seller is a party or by which the Seller or any of its
property is bound, or (C) any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Seller or any of its
property and (y) does not create or impose and will not result in
the creation or imposition of any lien, charge or encumbrance which
would have a material adverse effect upon the Mortgage Loans or any
documents or instruments evidencing or securing the Mortgage
Loans;
(iv)
No consent, approval, authorization or
order of, registration or filing with, or notice on behalf of the
Seller to any governmental authority or court is required, under
federal laws or the laws of the State of New York, for the
execution, delivery and performance by the Seller of, or compliance
by the Seller with, this Agreement or the consummation by the
Seller of any other transaction contemplated hereby and by the
Pooling and Servicing Agreement; provided, however, that the Seller
makes no representation or warranty regarding federal or state
securities laws in connection with the sale or distribution of the
Certificates;
(v)
The Seller is not in violation of, and
the execution and delivery of this Agreement by the Seller and its
performance and compliance with the terms of this Agreement will
not constitute a violation with respect to, any order or decree of
any court or any order or regulation of any federal, state,
municipal or governmental agency having jurisdiction over the
Seller or its assets, which violation might have consequences that
would materially and adversely affect the condition (financial or
otherwise) or the operation of the Seller or its assets or might
have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
(vi)
Immediately prior to the sale of the
Mortgage Loans to the Purchaser as herein contemplated, the Seller
was the owner of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note, and, upon the payment to
the Seller of the Purchase Price, in the event that the Seller
retains or has retained record title, the Seller shall retain such
record title to each Mortgage, each related Mortgage Note and the
related Mortgage Files with respect thereto in trust for the
Purchaser as the owner thereof from and after the date
hereof;
(vii)
There are no actions or proceedings
against, or investigations known to it of, the Seller before any
court, administrative or other tribunal (A) that might prohibit its
entering into this Agreement, (B) seeking to prevent the sale of
the Mortgage Loans by the Seller or the consummation of the
transactions contemplated by this Agreement or (C) that might
prohibit or materially and adversely affect the performance by the
Seller of its obligations under, or validity or enforceability of,
this Agreement;
(viii)
The consummation of the transactions
contemplated by this Agreement are in the ordinary course of
business of the Seller, and the transfer, assignment and conveyance
of the Mortgage Notes and the Mortgages by the Seller pursuant to
this Agreement are not subject to the bulk transfer or any similar
statutory provisions in effect in any relevant jurisdiction, except
any as may have been complied with;
(ix)
There is no litigation currently pending
or, to the best of the Seller’s knowledge without independent
investigation, threatened against the Seller that would reasonably
be expected to adversely affect the transfer of the Mortgage Loans,
the issuance of the Certificates or the execution, delivery,
performance or enforceability of this Agreement; and
(x)
The information set forth in the
applicable part of the Closing Schedule relating to the existence
of a Prepayment Charge is complete, true and correct in all
material respects at the date or dates respecting which such
information is furnished and each Prepayment Charge is permissible
and enforceable in accordance with its terms upon the
mortgagor’s full and voluntary principal prepayment under
applicable law, except to the extent that: (1) the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’
rights; (2) the collectability thereof may be limited due to
acceleration in connection with a foreclosure or other involuntary
prepayment; or (3) subsequent changes in applicable law may limit
or prohibit enforceability thereof under applicable law.
SECTION 6.
Representations and Warranties of the
Seller Relating to the
Mortgage Loans .
The Seller hereby represents and warrants
to the Purchaser that as to each Mortgage Loan as of the Closing
Date (unless otherwise set forth herein):
(i)
The information set forth in the Closing
Schedule is true and correct in all material respects as of the
Cut-Off Date;
(ii)
No Monthly Payment required to be made
under any Mortgage Loan has been contractually delinquent by one
month or more at any time preceding the date such Mortgage Loan was
purchased by the Seller;
(iii)
To the best of the Seller’s
knowledge, there are no delinquent taxes, assessment liens or
insurance premiums affecting the related Mortgaged
Property;
(iv)
The buildings and improvements on the
Mortgaged Property are insured against loss by fire and hazards of
extended coverage (excluding earthquake insurance) in an amount
which is at least equal to the lesser of (i) the amount necessary
to compensate for any damage or loss to the improvements which are
a part of such property on a replacement cost basis or (ii) the
outstanding principal balance of the Mortgage Loan. To the
best of the Seller’s knowledge, 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. All such insurance policies contain a standard mortgagee
clause naming the originator of the Mortgage Loan, its successors
and assigns as mortgagee and the Seller has not engaged in any act
or omission which would impair the coverage of any such insurance
policies. Except as may be limited by applicable law, the Mortgage
obligates the Mortgagor thereunder to maintain all such insurance
at the Mortgagor's cost and expense, and on the Mortgagor's failure
to do so, authorizes the holder of the Mortgage to maintain such
insurance at Mortgagor's cost and expense and to seek reimbursement
therefor from the Mortgagor;
(v)
Each Mortgage Loan and the related
Prepayment Charge complied in all material respects wi
