MORTGAGE LOAN PURCHASE
AGREEMENT
This is a Mortgage Loan Purchase
Agreement (this “Agreement”), dated January 26, 2007,
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 PHH Alternative Mortgage Trust, Series 2007-1
Mortgage Pass-Through Certificates (the
“Certificates”). The Certificates will consist of
23 classes of certificates. The Certificates will be issued
pursuant to a Pooling and Servicing Agreement, dated as of January
1, 2007 (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 I-A-1, Class I-A-2,
Class I-A-3, Class II-1A, Class II-2A1, Class II-2A2, Class II-1AX,
Class II-2AX, Class II-1PO, Class II-2PO, Class II-AR, Class I-M-1,
Class I-M-2, Class I-M-3, Class I-M-4, Class II-B-1, Class II-B-2
and Class II-B-3 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 January 24, 2007, between the Purchaser and DBSI, and
the Terms Agreement, dated January 24, 2007, between the Purchaser
and DBSI. The Purchaser will sell the Class II-B-4, Class
II-B-5 and Class II-B-6 Certificates to DBSI pursuant to the
Purchase Agreement dated as of January 26, 2007 between the
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”), certain one- to four-family, hybrid adjustable-rate
and fixed-rate first lien residential mortgage loans, having an
aggregate outstanding principal balance as of the close of business
on January 1, 2007 (the “Cut-Off Date”), after
deducting payments due on or before that date, of approximately
$605,448,660 (the “Mortgage Loans”).
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 $609,668,096.76.
(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. 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 .
With respect to each Mortgage Loan
identified in the Group I Mortgage Loan Schedule and the Group II
Mortgage Loan Schedule, the Depositor has delivered and released,
or will cause to be delivered and released, to the Custodian on or
prior to the Closing Date the following items:
(i)
The original Mortgage Note bearing all
intervening endorsements necessary to show a complete chain of
endorsements form the original payee to the Seller, endorsed, at
the direction of the Depositor either (1) "Pay to the order of
”-------“, without recourse," or (2) in blank and
signed in the name of the applicable Seller by an authorized
officer. To the extent that there is no space on the face of
the Mortgage Notes for endorsements, the endorsement may be
contained on an allonge, if state law so allows and the Depositor
is so advised by the Seller that state law so allows;
(ii)
If the Mortgage Loan is not a MERS
Mortgage Loan, the original Assignment of Mortgage for each
Mortgage Loan, in form and substance acceptable for recording.
The Mortgage shall be assigned, at the direction of the
Depositor either (1) to “[name of endorsee]” or
(2) with assignee's name left blank. The Assignment of
Mortgage must be duly recorded only on the direction of the
Depositor. If the Mortgage Loan was acquired by the Servicer
in a merger, the Assignment of Mortgage must be made by “PHH
Mortgage Corporation, successor by merger to [name of
predecessor].” If the Mortgage Loan was acquired or
originated by the Servicer while doing business under another name
or under an assumed name, the Assignment must be by “PHH
Mortgage Corporation formerly known as [previous name]” or
“[PHH Mortgage Corporation dba ______________, ]”,
respectively.
With respect to each Mortgage Loan
identified in Group I Mortgage Loan Schedule and the Group II
Mortgage Loan Schedule, the Depositor has delivered and released,
or will cause to be delivered and released, to the Custodian within
120 days of the Closing Date the following items:
(i)
For each Mortgage Loan that is not a MERS
Mortgage Loan, the original Mortgage with evidence of recording
thereon. If in connection with any Mortgage Loan, the
Servicer cannot deliver or cause to be delivered the original
Mortgage with evidence of recording thereon on or prior to the
Closing Date because of a delay caused by the public recording
office where such Mortgage has been delivered for recordation or
because such Mortgage has been lost or because such public
recording office retains the original recorded Mortgage, the
Servicer shall deliver or cause to be delivered to the Custodian, 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 Servicer (or certified by the title company,
escrow agent, or closing attorney) stating that such Mortgage has
been dispatched 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 Custodian upon receipt thereof by the
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 certified by such public
recording office to be a true and complete copy of the original
recorded Mortgage;
(ii)
to the extent applicable, the original of
each power of attorney, surety agreement or guaranty agreement with
respect to such Mortgage Loan;
(iii)
Originals of all executed intervening
assignments of the Mortgage, with evidence of recording thereon
evidencing a complete chain of ownership from the originator to the
last assignee. If in connection with any Mortgage Loan, the
Servicer cannot deliver or cause to be delivered an original
intervening assignment with evidence of recording thereon on or
prior to the Closing Date because of a delay caused by the public
recording office where such assignment has been delivered for
recordation or because such assignment has been lost or because
such public recording office retains the original recorded
assignment, the Servicer shall deliver or cause to be delivered to
the Custodian, a photocopy of such assignment, together with (i) in
the case of a delay caused by the public recording office, an
Officer’s Certificate of the Servicer (or certified by the
title company, escrow agent, or closing attorney) stating that such
assignment has been dispatched to the appropriate public recording
office for recordation and that the original recorded assignment or
a copy of such assignment certified by such public recording office
to be a true and complete copy of the original recorded assignment
will be promptly delivered to the Custodian upon receipt thereof by
the Servicer; or (ii) in the case of an assignment where a public
recording office retains the original recorded assignment or in the
case where an assignment is lost after recordation in a public
recording office, a copy of such assignment certified by such
public recording office to be a true and complete copy of the
original recorded assignment;
(iv)
Originals of all assumption, modification
and substitution agreements, if any, or, if the originals of any
such assumption, modification and substitution agreements have not
yet been returned from the recording office, a copy of such
instruments certified by the Servicer to be a true copy of the
original of such instruments which have been sent for recording in
the appropriate jurisdictions in which the Mortgaged Properties are
located;
(v)
The original mortgagee policy of title
insurance or, in the event such original title policy is
unavailable, a certified true copy of the related policy binder or
commitment for title certified to be true and complete by the title
insurance company, in each case, including an Environmental
Protection Agency Endorsement and an adjustable-rate
endorsement.
With respect to each Cooperative Loan on
or prior to the Closing Date the following items:
(i)
(i) the original Stock Certificate and
related Stock Power, in blank, executed by the Mortgagor with such
signature guaranteed and original Stock Power, in blank executed by
the Servicer provided, that if the Servicer delivers a certified
copy, the Servicer shall deliver the original Stock Certificate and
Stock Powers to the Custodian on or prior to the date which is 120
days after the related Closing Date and (ii) the originals of all
intervening assignments of the Cooperative Pledge
Agreement.
With respect to each Cooperative Loan
within 120 days of Closing Date the following items:
(i)
With respect to each
Cooperative Loan, the original Recognition Agreement and the
original Assignment of Recognition Agreement;
(ii)
With respect to each
Cooperative Loan, an Estoppel Letter and/or Consent;
(iii)
With respect to each
Cooperative Loan, the Cooperative Lien Search;
(iv)
With respect to each
Cooperative Loan, the guaranty of the Mortgage Note and Cooperative
Loan, if any;
(v)
With respect to each
Cooperative Loan, the original Cooperative Pledge
Agreement;
(vi)
With respect to each
Cooperative Loan, the original Proprietary Lease and the Assignment
of Proprietary Lease executed by the Mortgagor in blank or if the
Proprietary Lease has been assigned by the Mortgagor to the
Servicer, then the Servicer must execute an assignment of the
Assignment of Proprietary Lease in blank; and
(vii)
With respect to each Cooperative Loan,
the recorded state and county Financing Statements and Financing
Statement Changes.
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) through (vii)
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)(viii) through (xv) 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.
(i)
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.
(ii)
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.
(iii)
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.
(iv)
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,
