ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


Execution Copy

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This Assignment, Assumption and Recognition Agreement (the “AAR Agreement”) is made and entered into as of February 28, 2007 (the “Closing Date”), among DB Structured Products, Inc., having an address at 60 Wall Street, New York, New York 10005 (the “Assignor”), Deutsche Alt-A Securities, Inc., having an address at 60 Wall Street, New York, New York 10005 (the “Assignee”), and Residential Funding Company, LLC, having an address at 8400 Normandale Lake Boulevard, Suite 250, Minneapolis, Minnesota 55437 (the “Company”) and acknowledged and agreed to by Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”).   

In consideration of the mutual promises contained herein, the parties hereto agree that the residential mortgage loans listed on Attachment 1 annexed hereto (the “Assigned Loans”), which are now serviced by the Company on behalf of the Assignor and its successors and assigns pursuant to the Amended and Restated Standard Terms and Provisions of Sale and Servicing Agreement, dated as of August 22, 2005, between the Assignor and the Company, as amended and restated to and including December 1, 2006 (as so amended, the “Servicing Agreement”), shall be sold by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase Agreement, dated as of February 28, 2007 (the “MLPA”), between the Assignor and the Assignee and subject to the terms of this AAR Agreement.  The Assignee intends to transfer all right, title and interest in and to the Assigned Loans to HSBC Bank USA, National Association, as trustee (the “Trustee”) for the holders of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2007-OA1 Mortgage Pass-Through Certificates (the “Certificateholders”) pursuant to the Pooling and Servicing Agreement, dated as of February  1, 2007 (the “Pooling and Servicing Agreement”) among the Assignee, as depositor, the Trustee, the Master Servicer and securities administrator and the credit risk manager.  Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.

Assignment and Assumption

1.  Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in, to and under the Servicing Agreement as it relates to the servicing of the Assigned Loans.  Assignor specifically reserves and does not assign to Assignee any right, title and interest in, to or under the Servicing Agreement, as it relates to loans other than the Assigned Loans set forth on Attachment 1.  Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under Sections 2.07 and 2.08 of the Servicing Agreement, the representations and warranties contained in Section 2.04 of the Servicing Agreement or the right to enforce the representations and warranties set forth in Section 2.04 of the Servicing Agreement against the Company, including, without limitation, the rights set forth in Section 2.04 of the Servicing Agreement.  In addition, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under Section 3.15 of the Servicing Agreement (but only insofar as such Section grants to the Owner the right to terminate the servicing of REO Properties by the Company).

Representations, Warranties and Covenants

2.  Assignor warrants and represents to Assignee and Company as of the Closing Date:

(a)  Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement, which agreement is in full force and effect as of the Closing Date and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)  Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee under the MLPA, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor’s interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(c)  Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(d)  Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject.  The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor.  This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

(e)  No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby.  Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

3.  Assignee warrants and represents to, and covenants with, Assignor and Company as of the Closing Date:

(a)  Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to acquire, own and purchase the Assigned Loans;

(b)  Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject.  The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignee.  This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)  No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d)  Assignee agrees to be bound by all of the terms, covenants and conditions of the Servicing Agreement with respect to the Assigned Loans, and from and after the Closing Date, Assignee assumes for the benefit of each of Assignor and Company all of Assignor’s obligations thereunder but solely with respect to such Assigned Loans.

4.  Company warrants and represents to, and covenants with, Assignor and Assignee (unless otherwise specified) as of the Closing Date:

(a)  Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement, which agreement is in full force and effect as of the Closing Date and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)  Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Servicing Agreement;

(c)  Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s certificate of formation or limited liability company agreement or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject.  The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company.  This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(d)  No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(e)  From and after the Closing Date, the Company shall service the Assigned Loans in accordance with the terms and provisions of the Servicing Agreement, as modified by this AAR Agreement.

(f)  There are no legal proceedings pending against the Company or proceedings known to be contemplated by governmental authorities against the Company which in the judgment of the Company would result, in each case, in any material adverse change in the ability of the Company to perform its obligations under this AAR Agreement or the Servicing Agreement.  

5.  Pursuant to Section 3.18(a)(i) of the Servicing Agreement, the Company hereby restates to the Assignor the representations and warranties set forth in Section 2.04(a) of the Servicing Agreement as of the Closing Date, as if such representations and warranties were set forth herein in full.  In the event of a breach of any such representations and warranties as of the Closing Date, the Assignor shall be entitled to all the remedies under the Servicing Agreement.

Recognition of Assignee.

6.  The parties hereto acknowledge that Assignee will acquire the Assigned Loans for the purpose of assigning such Assigned Loans to the Trustee for the Trust, for the benefit of the related certificateholders on the date hereof.  Assignor and Company hereby acknowledge and consent to the assignment by Assignee to the Trustee, on behalf of the Trust of all of Assignee’s rights against the Company and to the enforcement or exercise of any right or remedy against the Company by Assignee.  Such enforcement of a right or remedy by the Master Servicer or the Trustee, on behalf of the Trust, shall have the same force and effect as if the right or remedy had been enforced or exercised by Assignee directly.

7.  From and after the Closing Date, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Servicing Agreement, as modified by this AAR Agreement, but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code).  It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of the Trustee and the Master Servicer.  Company hereby acknowledges that pursuant to the Pooling and Servicing Agreement, the Assignee will assign all of its rights under this AAR Agreement to the Trustee for the benefit of the Certificateholders.  Company hereby acknowledges and consents to the assignment by the Assignee of all of the Assignee’s rights against the Company pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company pursuant to this AAR Agreement by the Trustee.

Modification of Servicing Agreement

8.  The Company and Assignor hereby modify the Servicing Agreement with respect to the Assigned Loans as follows:

(a)  Section 1.01 of the Servicing Agreement is modified by adding or, if applicable, deleting such definitions in their entirety and replacing them as set forth herein:

Business Day:  Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of New York, the State of Minnesota, the State of Maryland, the State of California or the State of Illinois (or such other state or states in which the Custodial Account is at the time located) are required or authorized by law or executive order to be closed.

Cut-off Date: February 1, 2007.

Determination Date:  With respect to each Remittance Date, the fifteenth (15th) day of the calendar month in which such Remittance Date occurs or, if such fifteenth (15th) day is not a Business Day, the Business Day immediately following such fifteenth (15th) day.

Reconstitution: Any Securitization Transaction or Whole Loan Transfer.

Servicing Fee Rate:  As to each Mortgage Loan, the rate specified on Schedule One of the Pooling and Servicing Agreement.

Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.

Trust: The Trust created pursuant to the Pooling and Servicing Agreement.

(b)  The definition of “Remittance Date” in Section 1.01 of the Servicing Agreement is amended by deleting the word “following” in the last line and replacing it with the word “preceding”.

(c)  Section 2.06(b) of the Servicing Agreement is modified by adding the following to the end of such Section:

“Such indemnification obligations are obligations of the Trust and payable from its funds.”

(d)  Section 3.01 of the Servicing Agreement is modified by adding the following as the second sentence of such Section:

"Notwithstanding anything in this Agreement to the contrary, (i) if there is any inconsistency or conflict between the provisions of the Program Guide and the provisions of this Agreement, the provisions of this Agreement shall control and (ii) if compliance with any change in the Program Guide after the effective date of this Agreement would have an adverse effect on the rating of any of the Certificates issued by the Trust or would result in the imposition of taxes on "prohibited transactions" of the related REMIC (as defined in Section 860F of the Code), or cause the related REMIC to fail to qualify as a REMIC, the Company shall continue to service and administer the Mortgage Loans in accordance with this Agreement and the Program Guide without giving effect to any such change."

(e)  Section 3.06 of the Servicing Agreement is modified by deleting the fourth sentence of such section in its entirety and replacing it with the following:

“Except as otherwise set forth below, the following payments and collections shall be deposited therein (other than in respect of principal and interest on the Mortgage Loans due on or before the Cutoff Date) within two Business Days of receipt: (i) all payments on account of principal on the Mortgage Loans; (ii) all payments on account of interest on the Mortgage Loans, net of the Subservicing Fee or any portion of the Servicing Fee payable to the Subservicer; (iii) all Insurance Proceeds and Liquidation Proceeds; (iv) any Monthly Advances; (v) all proceeds of any Mortgage Loan repurchased pursuant to Sections 2.01(c), 2.02, 2.04 and clause (iii) of Section 7.01; (vi) any amounts required to be deposited pursuant to the first paragraph of Section 3.08; (vii) all payments on account of interest on the Mortgage Loans, including Prepayment Charges.”

(f)  Sections 3.14 and 3.17 and clause (viii) of Section 6.01 of the Servicing Agreement are hereby deleted in their entirety and replaced with “[Reserved]”.

(g)  Sections 3.15 is modified by deleting the second to last paragraph of that section in its entirety and replacing it with the following paragraph:

The Company shall report monthly and use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless the Company, at the Company’s expense, has obtained an extension from the IRS or provided an opinion of counsel that continuing to hold the property will not result in an adverse REMIC event.  If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, the Company shall report monthly to the Owner as to the progress being made in selling such REO Property.  

(h)  Section 3.18 of the Servicing Agreement is hereby amended by (A) inserting the phrase “; and” at the end of subpart (vi) and (B) inserting the following subpart immediately following subpart (vi):

(vii)  to deliver to the Owner such information, reports, letters and certifications as are required pursuant to Article IX and to indemnify the Owner and its affiliates as set forth in Article IX.

(i)  Section 4.01 of the Servicing Agreement is modified by adding the following paragraph to the end of such Section:

“With respect to any remittance received by the Owner after the Business Day on which such payment was due, the Company shall pay to the Owner interest on any such late payment at an annual rate equal to LIBOR, plus one (1) percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be paid by the Company to the Owner on the date such late payment is made and shall cover the period commencing with the day following the day such payment was due and ending with the Business Day on which such payment is made, both inclusive. Such interest shall be remitted along with such late payment. The payment by the Company of any such interest shall not be deemed an extension of time for payment or a waiver by the Owner of any Event of Default by the Company.”

(j)  Section 4.02 of the Servicing Agreement is modified by deleting such section in its entirety and replacing it with the following:

“No later than the fifteenth calendar day of each month, or if such day is not a Business Day, the following Business Day, the Company shall furnish to the Master Servicer, in an acceptable electronic format via e-mail, the information specified in Exhibit C, which data shall reflect information from the Due Period immediately preceding the Remittance Date and such other information with respect to the Mortgage Loans as the Master Servicer may reasonably require to allocate remittances made pursuant to this Agreement and provide appropriate statements with respect to such remittances.”

(k)  Section 5.01 of the Servicing Agreement is modified by adding the following to the end of the first full paragraph:

“Such indemnification obligations are obligations of the Trust and payable from its funds.”

(l)  Section 5.04 of the Servicing Agreement is modified by adding the following paragraphs at the end thereto:

“Notwithstanding anything in this Agreement to the contrary, the Company (a) shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) or (ii) cause the related trust fund to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions.

The Company shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in the REMIC. The Company shall not enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit the REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.”

(m)  Section 6.01 of the Servicing Agreement is hereby amended by (A) replacing the “.” at the end of subpart (viii) with “; or” and (B) inserting the following subpart immediately following subpart (viii):

(ix) failure by the Company to duly perform, within the required time period, its obligations under Sections 9.04 or 9.05 of this Agreement.

(n)  Section 8.03 of the Servicing Agreement is modified by deleting such section in its entirety and replacing it with the following:

“THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.”

(o)  Section 9.03(g) is modified by deleting such subsection in its entirety and replacing it with the following:

“The Company shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of fidelity bond insurance and an errors and omissions insurance policy, publicly available financial information and reports, and such other information related to the Company or any Subservicer or the Company or such Subservicer’s performance hereunder.”

(p)  Section 9.05 (a)(iv) and the last paragraph under Section 9.05(a) are modified by deleting such subsections in their entirety and replacing it with the following:

(iv)  if the Trust is required to file a Form 10-K under the Exchange Act, deliver, and cause each Subservicer and Subcontractor described in clause (iii) above to deliver, to the Owner, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit C of the Servicing Agreement is modified to include the information set forth on Attachment 3 hereto.”

The Company acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  Neither the Owner nor any Depositor will require delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K or any amendment thereto with respect to an issuing entity whose asset pool includes Mortgage Loans.

(q)  Sections 9.06(c) is modified by deleting it in its entirety and replacing it with the following:

“As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 9.05 and 9.07 of this Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 9.05, in each case as and when required to be delivered.”

(r)  Sections 9.07(a) is modified by deleting “if applicable” in the first parenthetical in the first sentence.

(s)  Section 9.07 is modified by adding the following paragraph as the last paragraph of that section:

A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under this AAR Agreement and the Servicing Agreement shall be delivered to the Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addressees shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.

(t)  Exhibit H of the Servicing Agreement is hereby deleted in its entirety and replaced with the word  "Reserved."

(u)  Exhibit M to the Agreement is modified by adding an “X” in the column “Applicable Servicing Criteria” for Items 1122(d)(4)(i), (ii) and (iii) and by deleting the language “[X]” in the column “Applicable Servicing Criteria” for Item 1122(d)(4)(xv).

9.  Prepayment Penalty Verification.  

For each month in which the Company is servicing the Assigned Loans that paid in full during the preceding calendar month, on or prior to each Determination Date, Company shall provide in an electronic format acceptable to the Master Servicer, with respect to each such Assigned Loan, (i) an indication of whether such Assigned Loan has a Prepayment Charge, (ii) the amount of such Prepayment Charge and (iii) any such other information as agreed to by the Master Servicer and the Company.  The Master Servicer or a third party reasonably acceptable to the Master Servicer and the Assignee (the “Verification Agent”) will perform the verification duties agreed to by the Master Servicer and the Assignee and will use its best efforts to issue its findings in a report (the “Verification Report”) delivered to the Master Servicer and the Assignee within ten (10) Business Days following the related Remittance Date; provided, however, that if the Verification Agent is unable to issue the Verification Report within ten (10) Business Days following the Remittance Date, the Verification Agent may issue and deliver to the Master Servicer and the Assignee the Verification Report upon the completion of its verification duties.  The Master Servicer shall forward the Verification Report to the Company and shall notify the Company if the Master Servicer has determined that the Company did not deliver the appropriate Prepayment Charges to the Master Servicer in accordance with this AAR Agreement.  Such written notification from the Master Servicer shall include the loan number, prepayment penalty code and prepayment penalty amount as calculated by the Master Servicer or the Verification Agent, as applicable, of each Assigned Loan for which there is a discrepancy.  If the Company agrees with the verified amounts, the Company shall adjust the immediately succeeding remittance report and the amount remitted to the Master Servicer with respect to prepayments accordingly.  If the Company disagrees with the determination of the Master Servicer, the Company shall, within five (5) Business Days of its receipt of the Verification Report, notify the Master Servicer of such disagreement and provide the Master Servicer with detailed information to support the Company’s position.  The Company and the Master Servicer shall cooperate to resolve any discrepancy on or prior to the immediately succeeding Remittance Date, and the Company will indicate the effect of such resolution on the related remittance report and shall adjust the amount remitted with respect to prepayments on such Remittance Date accordingly.

During such time as the Company and the Master Servicer are resolving discrepancies with respect to the Prepayment Charges, no payments in respect of any disputed Prepayment Charges will be remitted to the related distribution account established under the Pooling and Servicing Agreement and the Master Servicer shall not be obligated to remit such payments, unless otherwise required pursuant to the Pooling and Servicing Agreement.  In connection with such duties, the Master Servicer shall be able to rely solely on the information provided to it by the Company in accordance with this Section.  The Master Servicer shall not be responsible for verifying the accuracy of any of the information provided to it by the Company.

Miscellaneous

10.  All demands, notices and communications related to the Assigned Loans, the Servicing Agreement and this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:

(a)  In the case of Company,

Residential Funding Company, LLC

8400 Normandale Lake Boulevard, Suite 250

Minneapolis, Minnesota 55437

Attention:  Heather Anderson

and

GMAC – RFC

Master Servicing

2255 N. Ontario, Suite 400

Burbank, CA 91504

Attention: Director of Securities Administration

(b)  In the case of Assignor,

DB Structured Products, Inc.

60 Wall Street

New York, New York 10005

Attention: Susan Valenti

(c)  In the case of Assignee,

Deutsche Alt-A Securities, Inc.

c/o Deutsche Bank Securities, Inc.

60 Wall Street

New York, New York 10005

Attention: Susan Valenti

(d)  In the case of the Master Servicer,

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention: Client Manager - DBALT 2007- OA1

Telecopier: (410) 715-2380

11.  Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the reasonable fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement; provided that the Assignor’s obligation to pay the attorneys fees of the Company shall be limited as set forth in Section 3.18(b) of the Servicing Agreement.

12.  The Company hereby acknowledges that, Wells Fargo Bank, N.A. has been appointed as the Master Servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement and, therefore, has the right to enforce all obligations of the Company under the Servicing Agreement.  The Company shall make all distributions under the Servicing Agreement to the Master Servicer by wire transfer of immediately available funds to:

Wells Fargo Bank, N.A.

ABA # 121000248

Account Name: SAS Clearing

Account # 3970771416

FFC to: DBALT 2007-OA1 Account # 50986300



The Company shall deliver all reports required to be delivered under the Servicing Agreement to the Assignee and the Master Servicer at their respective addresses set forth in Section 9 herein.

13.  This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles (other than Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

14.  No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

15.  This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated or which succeeds to the business or assets thereof shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.

16.  This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Servicing Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Servicing Agreement.

17.  This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.

18.  In the event that any provision of this AAR Agreement conflicts with any provision of the Servicing Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.

19.  For purposes of this AAR Agreement, the Master Servicer shall be considered a third party beneficiary to this AAR Agreement entitled to all the rights and benefits accruing to the Master Servicer as if it were a direct party to this AAR Agreement.








IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.

		
	DB STRUCTURED PRODUCTS, INC.

Assignor



By: /s/ Rika Yano

Name: Rika Yano

Title: Vice President

	RESIDENTIAL FUNDING COMPANY, LLC

Company



By: /s/ Marguerite Steffes

Name: Marguerite Steffes

Title: Associate


	

By: /s/ Ernie Calabrese

Name: Ernie Calabrese

Title: Director

	 

	 
	 

	DEUTSCHE ALT-A SECURITIES, INC.

Assignee



By: /s/ Rika Yano

Name: Rika Yano

Title: Vice President

	 

	 
	 

	By: /s/ Ernie Calabrese

Name: Ernie Calabrese

Title: Director

	 

	 
	 









ACKNOWLEDGED AND AGREED TO:



WELLS FARGO BANK, N.A.

Master Servicer



By: /s/ Stacey M. Taylor

Name: Stacey M. Taylor

Title: Vice President








ATTACHMENT 1

ASSIGNED LOANS




[ON FILE WITH THE SPONSOR]








ATTACHMENT 2

SERVICING AGREEMENT




[ON FILE]








ATTACHMENT 3

EXHIBIT C

					
	Exhibit C1-Standard  File Layout - Master Servicing 

	 
	 
	 

	Column Name

	Description

	Decimal

	Format Comment

	Max Size


	SER_INVESTOR_NBR

	A value assigned by the Servicer to define a group of loans.

	 

	Text up to 10 digits

	20


	LOAN_NBR

	A unique identifier assigned to each loan by the investor.

	 

	Text up to 10 digits

	10


	SERVICER_LOAN_NBR

	A unique number assigned to a loan by the Servicer.  This may be different than the LOAN_NBR.

	 

	Text up to 10 digits

	10


	BORROWER_NAME

	The borrower name as received in the file.  It is not separated by first and last name.

	 

	Maximum length of 30 (Last, First)

	30


	SCHED_PAY_AMT

	Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant.

	2

	No commas(,) or dollar signs ($)

	11


	NOTE_INT_RATE

	The loan interest rate as reported by the Servicer.

	4

	Max length of 6

	6


	NET_INT_RATE

	The loan gross interest rate less the service fee rate as reported by the Servicer.

	4

	Max length of 6

	6


	SERV_FEE_RATE

	The servicer's fee rate for a loan as reported by the Servicer. 

	4

	Max length of 6

	6


	SERV_FEE_AMT

	The servicer's fee amount for a loan as reported by the Servicer. 

	2

	No commas(,) or dollar signs ($)

	11


	NEW_PAY_AMT

	The new loan payment amount as reported by the Servicer. 

	2

	No commas(,) or dollar signs ($)

	11


	NEW_LOAN_RATE

	The new loan rate as reported by the Servicer. 

	4

	Max length of 6

	6


	ARM_INDEX_RATE

	The index the Servicer is using to calculate a forecasted rate.

	4

	Max length of 6

	6


	ACTL_BEG_PRIN_BAL

	The borrower's actual principal balance at the beginning of the processing cycle.

	2

	No commas(,) or dollar signs ($)

	11


	ACTL_END_PRIN_BAL

	The borrower's actual principal balance at the end of the processing cycle.

	2

	No commas(,) or dollar signs ($)

	11


	BORR_NEXT_PAY_DUE_DATE

	The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer.

	 

	MM/DD/YYYY

	10


	SERV_CURT_AMT_1

	The first curtailment amount to be applied.

	2

	No commas(,) or dollar signs ($)

	11


	SERV_CURT_DATE_1

	The curtailment date associated with the first curtailment amount. 

	 

	MM/DD/YYYY

	10


	CURT_ADJ_ AMT_1

	The curtailment interest on the first curtailment amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	SERV_CURT_AMT_2

	The second curtailment amount to be applied.

	2

	No commas(,) or dollar signs ($)

	11


	SERV_CURT_DATE_2

	The curtailment date associated with the second curtailment amount.

	 

	MM/DD/YYYY

	10


	CURT_ADJ_ AMT_2

	The curtailment interest on the second curtailment amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	SERV_CURT_AMT_3

	The third curtailment amount to be applied.

	2

	No commas(,) or dollar signs ($)

	11


	SERV_CURT_DATE_3

	The curtailment date associated with the third curtailment amount.

	 

	MM/DD/YYYY

	10


	CURT_ADJ_AMT_3

	The curtailment interest on the third curtailment amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	PIF_AMT

	The loan "paid in full" amount as reported by the Servicer.

	2

	No commas(,) or dollar signs ($)

	11


	PIF_DATE

	The paid in full date as reported by the Servicer.

	 

	MM/DD/YYYY

	10


	 

	 

	 

	Action Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution, 65=Repurchase,70=REO 

	2


	ACTION_CODE

	The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan.


	INT_ADJ_AMT

	The amount of the interest adjustment as reported by the Servicer.

	2

	No commas(,) or dollar signs ($)

	11


	SOLDIER_SAILOR_ADJ_AMT

	The Soldier and Sailor Adjustment amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	NON_ADV_LOAN_AMT

	The Non Recoverable Loan Amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	LOAN_LOSS_AMT

	The amount the Servicer is passing as a loss, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	SCHED_BEG_PRIN_BAL

	The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors.

	2

	No commas(,) or dollar signs ($)

	11


	SCHED_END_PRIN_BAL

	The scheduled principal balance due to investors at the end of a processing cycle.

	2

	No commas(,) or dollar signs ($)

	11


	SCHED_PRIN_AMT

	The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans.

	2

	No commas(,) or dollar signs ($)

	11


	SCHED_NET_INT

	The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans.

	2

	No commas(,) or dollar signs ($)

	11


	ACTL_PRIN_AMT

	The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans.

	2

	No commas(,) or dollar signs ($)

	11


	ACTL_NET_INT

	The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans.

	2

	No commas(,) or dollar signs ($)

	11


	PREPAY_PENALTY_ AMT

	The penalty amount received when a borrower prepays on his loan as reported by the Servicer.  

	2

	No commas(,) or dollar signs ($)

	11


	PREPAY_PENALTY_ WAIVED

	The prepayment penalty amount for the loan waived by the servicer.

	2

	No commas(,) or dollar signs ($)

	11


	 

	 

	 

	 

	 


	MOD_DATE

	The Effective Payment Date of the Modification for the loan.

	 

	MM/DD/YYYY

	10


	MOD_TYPE

	The Modification Type.

	 

	Varchar - value can be alpha or numeric

	30


	DELINQ_P&I_ADVANCE_AMT

	The current outstanding principal and interest advances made by Servicer.

	2

	No commas(,) or dollar signs ($)

	11


	 
	 
	 
	 
	 















Exhibit C2: Standard File Layout – Delinquency Reporting




  

				
	Column/Header Name

	Description

	Decimal

	Format Comment


	SERVICER_LOAN_NBR

	A unique number assigned to a loan by the Servicer.  This may be different than the LOAN_NBR

	 
	 


	LOAN_NBR

	A unique identifier assigned to each loan by the originator.

	 
	 


	CLIENT_NBR

	Servicer Client Number

	 
	 

	SERV_INVESTOR_NBR

	Contains a unique number as assigned by an external servicer to identify a group of loans in their system.

	 
	 


	BORROWER_FIRST_NAME

	First Name of the Borrower.

	 
	 

	BORROWER_LAST_NAME

	Last name of the borrower.

	 
	 

	PROP_ADDRESS

	Street Name and Number of Property

	 
	 


	PROP_STATE

	The state where the  property located.

	 
	 


	PROP_ZIP

	Zip code where the property is located.

	 
	 


	BORR_NEXT_PAY_DUE_DATE

	The date that the borrower's next payment is due to the servicer at the end of processing cycle, as reported by Servicer.

	 
	MM/DD/YYYY


	LOAN_TYPE

	Loan Type (i.e. FHA, VA, Conv)

	 
	 


	BANKRUPTCY_FILED_DATE

	The date a particular bankruptcy claim was filed.

	 
	MM/DD/YYYY


	BANKRUPTCY_CHAPTER_CODE

	The chapter under which the bankruptcy was filed.

	 
	 


	BANKRUPTCY_CASE_NBR

	The case number assigned by the court to the bankruptcy filing.

	 
	 


	POST_PETITION_DUE_DATE

	The payment due date once the bankruptcy has been approved by the courts

	 
	MM/DD/YYYY


	BANKRUPTCY_DCHRG_DISM_DATE

	The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted. 

	 
	MM/DD/YYYY


	LOSS_MIT_APPR_DATE

	The Date The Loss Mitigation Was Approved By The Servicer

	 
	MM/DD/YYYY


	LOSS_MIT_TYPE

	The Type Of Loss Mitigation Approved For A Loan Such As;

	 
	 

	LOSS_MIT_EST_COMP_DATE

	The Date The Loss Mitigation /Plan Is Scheduled To End/Close

	 
	MM/DD/YYYY


	LOSS_MIT_ACT_COMP_DATE

	The Date The Loss Mitigation Is Actually Completed

	 
	MM/DD/YYYY


	FRCLSR_APPROVED_DATE

	The date DA Admin sends a letter to the servicer with instructions to begin foreclosure proceedings.

	 
	MM/DD/YYYY


	ATTORNEY_REFERRAL_DATE

	Date File Was Referred To Attorney to Pursue Foreclosure

	 
	MM/DD/YYYY


	FIRST_LEGAL_DATE

	Notice of 1st legal filed by an Attorney in a Foreclosure Action

	 
	MM/DD/YYYY


	FRCLSR_SALE_EXPECTED_DATE

	The date by which a foreclosure sale is expected to occur.

	 
	MM/DD/YYYY


	FRCLSR_SALE_DATE

	The actual date of the foreclosure sale.

	 
	MM/DD/YYYY


	FRCLSR_SALE_AMT

	The amount a property sold for at the foreclosure sale.

	2

	No commas(,) or dollar signs ($)


	EVICTION_START_DATE

	The date the servicer initiates eviction of the borrower.

	 
	MM/DD/YYYY


	EVICTION_COMPLETED_DATE

	The date the court revokes legal possession of the property from the borrower.

	 
	MM/DD/YYYY


	LIST_PRICE

	The price at which an REO property is marketed.

	2

	No commas(,) or dollar signs ($)


	LIST_DATE

	The date an REO property is listed at a particular price.

	 
	MM/DD/YYYY


	OFFER_AMT

	The dollar value of an offer for an REO property.

	2

	No commas(,) or dollar signs ($)


	OFFER_DATE_TIME

	The date an offer is received by DA Admin or by the Servicer.

	 
	MM/DD/YYYY


	REO_CLOSING_DATE

	The date the REO sale of the property is scheduled to close.

	 
	MM/DD/YYYY


	REO_ACTUAL_CLOSING_DATE

	Actual Date Of REO Sale

	 
	MM/DD/YYYY


	OCCUPANT_CODE

	Classification of how the property is occupied.

	 
	 


	PROP_CONDITION_CODE

	A code that indicates the condition of the property.

	 
	 


	PROP_INSPECTION_DATE

	The date a  property inspection is performed.

	 
	MM/DD/YYYY


	APPRAISAL_DATE

	The date the appraisal was done.

	 
	MM/DD/YYYY


	CURR_PROP_VAL

	 The current "as is" value of the property based on brokers price opinion or appraisal.

	2

	 


	REPAIRED_PROP_VAL

	The amount the property would be worth if repairs are completed pursuant to a broker's price opinion or appraisal.

	2

	 


	If applicable:

	 

	 
	 


	DELINQ_STATUS_CODE

	FNMA Code Describing Status of Loan

	 
	 

	DELINQ_REASON_CODE

	The circumstances which caused a borrower to stop paying on a loan.   Code indicates the reason why the loan is in default for this cycle.

	 
	 

	MI_CLAIM_FILED_DATE

	Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company.

	 
	MM/DD/YYYY


	MI_CLAIM_AMT

	Amount of Mortgage Insurance Claim Filed

	 
	No commas(,) or dollar signs ($)


	MI_CLAIM_PAID_DATE

	Date Mortgage Insurance Company Disbursed Claim Payment

	 
	MM/DD/YYYY


	MI_CLAIM_AMT_PAID

	Amount Mortgage Insurance Company Paid On Claim

	2

	No commas(,) or dollar signs ($)


	POOL_CLAIM_FILED_DATE

	Date Claim Was Filed With Pool Insurance Company

	 
	MM/DD/YYYY


	POOL_CLAIM_AMT

	Amount of Claim Filed With Pool Insurance Company

	2

	No commas(,) or dollar signs ($)


	POOL_CLAIM_PAID_DATE

	Date Claim Was Settled and The Check Was Issued By The Pool Insurer

	 
	MM/DD/YYYY


	POOL_CLAIM_AMT_PAID

	Amount Paid On Claim By Pool Insurance Company

	2

	No commas(,) or dollar signs ($)


	FHA_PART_A_CLAIM_FILED_DATE

	 Date FHA Part A Claim Was Filed With HUD

	 
	MM/DD/YYYY


	FHA_PART_A_CLAIM_AMT

	 Amount of FHA Part A Claim Filed

	2

	No commas(,) or dollar signs ($)


	FHA_PART_A_CLAIM_PAID_DATE

	 Date HUD Disbursed Part A Claim Payment

	 
	MM/DD/YYYY


	FHA_PART_A_CLAIM_PAID_AMT

	 Amount HUD Paid on Part A Claim

	2

	No commas(,) or dollar signs ($)


	FHA_PART_B_CLAIM_FILED_DATE

	  Date FHA Part B Claim Was Filed With HUD

	 
	MM/DD/YYYY


	FHA_PART_B_CLAIM_AMT

	  Amount of FHA Part B Claim Filed

	2

	No commas(,) or dollar signs ($)


	FHA_PART_B_CLAIM_PAID_DATE

	   Date HUD Disbursed Part B Claim Payment

	 
	MM/DD/YYYY


	FHA_PART_B_CLAIM_PAID_AMT

	 Amount HUD Paid on Part B Claim

	2

	No commas(,) or dollar signs ($)


	VA_CLAIM_FILED_DATE

	 Date VA Claim Was Filed With the Veterans Admin

	 
	MM/DD/YYYY


	VA_CLAIM_PAID_DATE

	 Date Veterans Admin. Disbursed VA Claim Payment

	 
	MM/DD/YYYY


	VA_CLAIM_PAID_AMT

	 Amount Veterans Admin. Paid on VA Claim

	2

	No commas(,) or dollar signs ($)

















Exhibit C2: Standard File Codes – Delinquency Reporting




The Loss Mit Type field should show the approved Loss Mitigation Code as follows: 

·  ASUM-  Approved Assumption

·  BAP-    Borrower Assistance Program

·  CO-     Charge Off

·  DIL-     Deed-in-Lieu

·  FFA-     Formal Forbearance Agreement

·  MOD-     Loan Modification

·  PRE-     Pre-Sale

·  SS-     Short Sale

·  MISC-    Anything else approved by the PMI or Pool Insurer




NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards.  If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.




The Occupant Code field should show the current status of the property code as follows:

·  Mortgagor

·  Tenant

·  Unknown 

·  Vacant




The Property Condition field should show the last reported condition of the property as follows: 

·  Damaged

·  Excellent

·  Fair

·  Gone

·  Good

·  Poor

·  Special Hazard

·  Unknown











Exhibit C2: Standard File Codes – Delinquency Reporting, Continued




The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows: 




		
	Delinquency Code

	Delinquency Description


	001

	FNMA-Death of principal mortgagor


	002

	FNMA-Illness of principal mortgagor


	003

	FNMA-Illness of mortgagor’s family member


	004

	FNMA-Death of mortgagor’s family member


	005

	FNMA-Marital difficulties


	006

	FNMA-Curtailment of income


	007

	FNMA-Excessive Obligation


	008

	FNMA-Abandonment of property


	009

	FNMA-Distant employee transfer


	011

	FNMA-Property problem


	012

	FNMA-Inability to sell property


	013

	FNMA-Inability to rent property


	014

	FNMA-Military Service


	015

	FNMA-Other


	016

	FNMA-Unemployment


	017

	FNMA-Business failure


	019

	FNMA-Casualty loss


	022

	FNMA-Energy environment costs


	023

	FNMA-Servicing problems


	026

	FNMA-Payment adjustment


	027

	FNMA-Payment dispute


	029

	FNMA-Transfer of ownership pending


	030

	FNMA-Fraud


	031

	FNMA-Unable to contact borrower


	INC

	FNMA-Incarceration

















Exhibit C2: Standard File Codes – Delinquency Reporting, Continued




The FNMA Delinquent Status Code field should show the Status of Default as follows: 




		
	Status Code

	Status Description


	09

	Forbearance


	17

	Pre-foreclosure Sale Closing Plan Accepted


	24

	Government Seizure


	26

	Refinance


	27

	Assumption


	28

	Modification


	29

	Charge-Off


	30

	Third Party Sale


	31

	Probate


	32

	Military Indulgence


	43

	Foreclosure Started


	44

	Deed-in-Lieu Started


	49

	Assignment Completed


	61

	Second Lien Considerations


	62

	Veteran’s Affairs-No Bid


	63

	Veteran’s Affairs-Refund


	64

	Veteran’s Affairs-Buydown


	65

	Chapter 7 Bankruptcy


	66

	Chapter 11 Bankruptcy


	67

	Chapter 13 Bankruptcy







 











Exhibit C3: Calculation of Realized Loss/Gain Form 332– Instruction Sheet

NOTE:  Do not net or combine items.  Show all expenses individually and all credits as separate line items.  Claim packages are due on the remittance report date.  Late submissions may result in claims not being passed until the following month.  The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.  

(i)  

(ii)  The numbers on the 332 form correspond with the numbers listed below.

Liquidation and Acquisition Expenses:

1.  The Actual Unpaid Principal Balance of the Mortgage Loan.  For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.




2.  The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

3.   Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

4-12.  Complete as applicable.  Required documentation:

*  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period

of coverage, base tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to recover advances.

 *  For escrow advances - complete payment history 

    (to calculate advances from last positive escrow balance forward)

*  Other expenses -  copies of corporate advance history showing all payments 

*  REO repairs > $1500 require explanation

*  REO repairs >$3000 require evidence of at least 2 bids.

*  Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate 

*  Unusual or extraordinary items may require further documentation. 

13.    The total of lines 1 through 12.

(iii)  Credits:

14-21.  Complete as applicable.  Required documentation:

* Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

   Letter of Proceeds Breakdown.

*  Copy of EOB for any MI or gov't guarantee 

*  All other credits need to be clearly defined on the 332 form            

22.  The total of lines 14 through 21.

  

Please Note:  For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.




Total Realized Loss (or Amount of Any Gain)

23.  The total derived from subtracting line 22 from 13.  If the amount represents a realized gain, show the amount in parenthesis (   ). 




Calculation of Realized Loss/Gain Form 332– Instruction Sheet

NOTE:  Do not net or combine items.  Show all expenses individually and all credits as separate line items.  Claim packages are due on the remittance report date.  Late submissions may result in claims not being passed until the following month.  The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.  




(iv)  The numbers on the 332 form correspond with the numbers listed below.

Liquidation and Acquisition Expenses:

1.  The Actual Unpaid Principal Balance of the Mortgage Loan.  For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.




2.  The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

3.   Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

4-12.  Complete as applicable.  Required documentation:

*  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period

of coverage, base tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to recover advances.

 *  For escrow advances - complete payment history 

    (to calculate advances from last positive escrow balance forward)

*  Other expenses -  copies of corporate advance history showing all payments 

*  REO repairs > $1500 require explanation

*  REO repairs >$3000 require evidence of at least 2 bids.

*  Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate 

*  Unusual or extraordinary items may require further documentation. 

13.    The total of lines 1 through 12.

(v)  Credits:

14-21.  Complete as applicable.  Required documentation:

* Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

   Letter of Proceeds Breakdown.

*  Copy of EOB for any MI or gov't guarantee 

*  All other credits need to be clearly defined on the 332 form            

22.  The total of lines 14 through 21.

  

Please Note:  For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.




Total Realized Loss (or Amount of Any Gain)

23.  The total derived from subtracting line 22 from 13.  If the amount represents a realized gain, show the amount in parenthesis (   ). 






Exhibit C3A: Calculation of Realized Loss/Gain Form 332




Prepared by:  __________________  Date:  _______________

Phone:  ______________________   Email Address:_____________________







					
	Servicer Loan No.

	 
	Servicer Name

	 
	Servicer Address 










[____________________] Loan No._____________________________




Borrower's Name: _________________________________________________________

Property Address: _________________________________________________________




Liquidation Type:  REO Sale            3rd Party Sale              Short Sale           Charge Off




Was this loan granted a Bankruptcy deficiency or cramdown       Yes         No

If “Yes”, provide deficiency or cramdown amount _______________________________




Liquidation and Acquisition Expenses:

				
	(1)

	Actual Unpaid Principal Balance of Mortgage Loan

	$ ______________

	(1)


	(2)

	Interest accrued at Net Rate

	 ________________

	(2)


	(3)

	Accrued Servicing Fees

	 ________________

	(3)


	(4)

	Attorney's Fees

	 ________________

	(4)


	(5)

	Taxes (see page 2)

	 ________________

	(5)


	(6)

	Property Maintenance

	________________

	(6)


	(7)

	MI/Hazard Insurance Premiums (see page 2)

	 ________________

	(7)


	(8)

	Utility Expenses

	 ________________

	(8)


	(9)

	Appraisal/BPO

	 ________________

	(9)


	(10)

	Property Inspections

	 ________________

	(10)


	(11)

	FC Costs/Other Legal Expenses

	 ________________

	(11)


	(12)

	Other (itemize)

	 ________________

	(12)


	 
	Cash for Keys__________________________

	________________

	(12)


	 
	HOA/Condo Fees_______________________

	________________

	(12)


	 
	______________________________________

	________________

	(12)


	 
	Total Expenses

	$ _______________

	(13)




Credits:

				
	(14)

	Escrow Balance

	$ _______________

	(14)


	(15)

	HIP Refund

	________________

	(15)


	(16)

	Rental Receipts

	________________

	(16)


	(17)

	Hazard Loss Proceeds

	________________

	(17)


	(18)

	Primary Mortgage Insurance / Gov’t Insurance

	________________

	(18a)


	 
	HUD Part A

	 
	 

	 
	 
	________________

	(18b)


	 
	HUD Part B

	 
	 

	(19)

	Pool Insurance Proceeds

	________________

	(19)


	(20)

	Proceeds from Sale of Acquired Property

	________________

	(20)


	(21)

	Other (itemize)

	________________

	(21)


	 
	_________________________________________

	________________

	(21)


	 
	Total Credits

	$________________

	(22)


	 
	Total Realized Loss (or Amount of Gain)

	$________________

	(23)












Escrow Disbursement Detail







							
	Type

(Tax /Ins.)

	Date Paid

	Period of Coverage

	Total Paid

	Base Amount

	Penalties

	Interest