Blank Document


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”), Countrywide Home Loans Servicing LP, having an address at 400 Countrywide Way, Simi Valley, California 93065 (the “Servicer”) and Countrywide Home Loans, Inc., having an address at 4500 Park Granada, Calabasas, California 91302 (the “Company”) and acknowledged and agreed to by Wells Fargo Bank, N.A., as master servicer, (the “Master Servicer”).




WHEREAS, the Assignor has acquired certain residential mortgage loans listed on Attachment 1 annexed hereto (the “Assigned Loans”) from the Company pursuant to that certain Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1, 2004, as amended and restated to and including August 1, 2005, as further amended by the Amendment Reg AB dated as of January 31, 2006 and Amendment Number One, dated as of December 21, 2006 (collectively, the “Servicing Agreement”), between Company and Assignor; and




WHEREAS, the Company has assigned its rights and obligations with respect to the servicing of the Mortgage Loans under the Servicing Agreement to the Servicer and the Servicer is currently servicing the Mortgage Loans for the benefit of the Assignor and its successors and assigns in accordance with the terms and conditions of the Servicing Agreement.




In consideration of the mutual promises contained herein, the parties hereto agree that the Assigned Loans 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 and obligations in and to the Assigned Loans to HSBC Bank USA, National Association, as trustee (the “Trustee”) for the holders of Deutsche Alt-A Securities 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, Wells Fargo Bank, N.A., as Master Servicer and securities administrator and Clayton Fixed Income Services Inc., as 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, interest and obligations 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 the representations and warranties contained in Subsections 3.01 and 3.02 of the Servicing Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in Article III of the Servicing Agreement against the Company.

Representations, Warranties and Covenants

2.

Assignor warrants and represents to Assignee as of the date hereof:

(a)

Attached hereto as Attachment 2 are true and accurate copies of the servicing provisions of the Servicing Agreement, which agreement is in full force and effect as of the date hereof 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)

There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Servicing Agreement;

(d)

Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

(e)

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;

(f)

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, Servicer 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

(g)

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, Servicer and Company as of the date hereof:

(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, Servicer 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 date hereof, Assignee assumes for the benefit of each of Assignor, Servicer 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 date hereof:

(a)

The Servicing Agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, except as contemplated in this AAR Agreement, 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;

(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 charter or by-laws 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, Servicer 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; and

(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.

5.

Servicer warrants and represents to, and covenants with, Assignor and Assignee (unless otherwise specified) as of the date hereof:

(a)

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

(b)

Servicer has the requisite entity 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 Servicer ‘s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Servicer ‘s formation or organizational documents or any legal restriction, or any material agreement or instrument to which Servicer 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 Servicer or its property is subject. The execution, delivery and performance by Servicer of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Servicer. This AAR Agreement has been duly executed and delivered by Servicer, and, upon the due authorization, execution and delivery by Assignor, Company and Assignee, will constitute the valid and legally binding obligation of Servicer, enforceable against Servicer 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 Servicer in connection with the execution, delivery or performance by Servicer of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d)

From and after the Closing Date, the Servicer shall service the Assigned Loans in accordance with the terms and provisions of the Servicing Agreement, as modified by this AAR Agreement, and Servicer shall establish a Custodial Account and an Escrow Account under the Servicing Agreement with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Servicing Agreement in favor of Assignor, and shall remit collections received.  The Custodial Account and Escrow Account shall be entitled “Countrywide Home Loans Servicing LP, as Servicer in trust for Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA1”.

6.

The Company hereby guarantees the performance by the Servicer of the Servicer’s obligations under this AAR Agreement and under the Servicing Agreement.

7.

Pursuant to Section 8.07(c) of the Servicing Agreement, the Company hereby restates to the Assignor the representations and warranties set forth in Section 3.01 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 of the remedies under the Servicing Agreement.




Recognition of Assignee.




8.

From and after the date hereof, Servicer 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, Servicer 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, Servicer, 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, which consent shall not be unreasonably withheld. Company and Servicer 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 and Servicer hereby acknowledge and consent to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.













Modification of Servicing Agreement




9.

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




(a)

The definition of “Business Day” in Article I of the Servicing Agreement is modified by deleting such definition in its entirety and replacing it with the following:




Business Day:  Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in either the State of California, Minnesota, Maryland, Texas or New York are authorized or obligated by law or executive order to be closed.

(b)

The definition of “Principal Prepayment” in Article I of the Servicing Agreement is modified by deleting the parenthetical “(unless the Purchase Confirmation provides otherwise)” therein.

(c)

The definition of “Servicing Fee Rate” shall be as set forth in the related Mortgage Loan Schedule applicable to the original sale of the Mortgage Loans.




(d)

The following definitions are added (in alphabetical order) to Article I of the Servicing Agreement:




Master Servicer:  Wells Fargo Bank, N.A., its successors and assigns.

REMIC:  A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

REMIC Provisions: Provisions of the federal income tax law relating to REMICs, which appear in Sections 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

(e)

Section 5.01 the Servicing Agreement is modified by inserting the phrase “Not later than 12:00 noon (eastern time),” at the beginning thereof.

(f)

Section 5.02(a) of the Servicing Agreement is modified by deleting such section in its entirety and replacing it with the following:

No later than the tenth (10th) calendar day of each month, Countrywide shall furnish to the Master Servicer a report containing the information set forth in the forms attached hereto as Exhibit L, or in a form mutually agreed upon by Countrywide and the Master Servicer, 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.

(g)

Sections 5.04, 5.05 and 5.06 are modified by deleting such sections in their entirety.

(h)

The Servicing Agreement is hereby amended by inserting Exhibit L in the form of Attachment 3 hereto; provided, however, Countrywide shall not be required to report any information relating to any prepayment penalties or charges to the extent such penalties or charges are retained by Countrywide.

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,

Countrywide Home Loans, Inc.

4500 Park Granada

Calabasas, California 91302

Attention:  Darren Bigby, Executive Vice  President

(b)

In the case of Servicer,

Countrywide Home Loans Servicing LP

400 Countrywide Way

Simi Valley, California 93065

Attention:  John Lindberg, Rachel Meza, Eric Varnen and Yuan Li

(c)

In the case of Assignor,

DB Structured Products, Inc.

60 Wall Street

New York, New York 10005

Attention: Susan Valenti

(d)

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

(e)

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, Servicer and the Company in connection with the negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement.




12.

The Servicer 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 Servicer under the Servicing Agreement.  Such rights will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an Event of Default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement, the right to examine the books and records of the Servicer, and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer.  Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Assignor and the Assignee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) action or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer or Assignee, as applicable, or (ii) the failure of the Master Servicer or the Assignee, as applicable, to perform the obligations of the Assignee or “Owner” with respect to the servicing provisions of the Servicing Agreement. 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, and where such documents are required to be addressed to any party other than the Servicer, such addressee(s) shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.  The Servicer 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 Number: 121000248

Account Name: SAS Clearing

Account Number: 3970771416

For further credit to: DBALTA 07-OA1 Account # 50978100




The Servicer 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 10 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 5-1401 of the 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, Servicer 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, Servicer 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.

[SIGNATURE PAGE TO FOLLOW]








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

DB STRUCTURED PRODUCTS, INC. as Assignor

By: /s/ Rika Yano

Name:

Rika Yano

Title: Vice President

By: /s/ Ernie Calabrese

Name:

Ernie Calabrese

Title: Director

DEUTSCHE ALT-A SECURITIES, INC., as Assignee

By: /s/ Rika Yano

Name:

Rika Yano

Title: Vice President

By: /s/ Ernie Calabrese

Name:

Ernie Calabrese

Title: Director

COUNTRYWIDE HOME LOANS, INC., as Company

By: /s/ Kushal Bhakta

Name:

Kushal Bhakta

Title: First Vice President

COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer

By: Countrywide GP, Inc., its General Partner

By: /s/ Kushal Bhakta

Name:

Kushal Bhakta

Title: First Vice President

ACKNOWLEDGED AND AGREED TO:

WELLS FARGO BANK, N.A., as 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 PROVISIONS OF THE SERVICING AGREEMENT

ARTICLES IV, VI, AND VII




[ON FILE]








ATTACHMENT 3

EXHIBIT L TO THE SERVICING AGREEMENT

REPORTING DATA FOR DEFAULTED LOANS

Data must be submitted to Wells Fargo Bank in an Excel spreadsheet format with fixed field names and data type.  The Excel spreadsheet should be used as a template consistently every month when submitting data.

			
	 
	 
	 

	Table: Delinquency

	 
	 

	Name

	Type

	Size


	Servicer Loan #

	Number

	8


	 
	(Double)

	 

	Investor Loan #

	Number

	8


	 
	(Double)

	 

	Borrower Name

	Text

	20


	Address

	Text

	30


	State

	Text

	2


	Due Date

	Date/Time

	8


	Action Code

	Text

	2


	FC Received

	Date/Time

	8


	File Referred to Atty

	Date/Time

	8


	NOD

	Date/Time

	8


	Complaint Filed

	Date/Time

	8


	Sale Published

	Date/Time

	8


	Target Sale Date

	Date/Time

	8


	Actual Sale Date

	Date/Time

	8


	Loss Mit Approval Date

	Date/Time

	8


	Loss Mit Type

	Text

	5


	Loss Mit Estimated Completion

	Date/Time

	8


	Date

	 
	 

	Loss Mit Actual Completion Date

	Date/Time

	8


	Loss Mit Broken Plan Date

	Date/Time

	8


	BK Chapter

	Text

	6


	BK Filed Date

	Date/Time

	8


	Post Petition Due

	Date/Time

	8


	Motion for Relief

	Date/Time

	8


	Lift of Stay

	Date/Time

	8


	RFD

	Text

	10


	Occupant Code

	Text

	10


	Eviction Start Date

	Date/Time

	8


	Eviction Completed Date

	Date/Time

	8


	List Price

	Currency

	8


	List Date

	Date/Time

	8


	Accepted Offer Price

	Currency

	8


	Accepted Offer Date

	Date/Time

	8


	Estimated REO Closing Date

	Date/Time

	8


	Actual REO Sale Date

	Date/Time

	8







•

Items in bold are MANDATORY FIELDS. We must receive information in those fields every month in order for your file to be accepted.

The Action Code Field should show the applicable numeric code to indicate that a special action is being taken. The Action Codes are the following:

12-Relief Provisions 

 15-Bankruptcy/Litigation 

20-Referred for Deed-in-Lieu 

30-Referred fore Foreclosure 

60-Payoff 

65-Repurchase 

70-REO-Held for Sale 

71-Third Party Sale/Condemnation 

72-REO-Pending Conveyance-Pool Insurance claim filed 



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

Description of Action Codes:

Action Code 12 - To report a Mortgage Loan for which the Borrower has been granted relief for curing a delinquency.  The Action Date is the date the relief is expected to end.  For military indulgence, it will be three months after the Borrower’s discharge from military service.

Action Code 15 - To report the Borrower’s filing for bankruptcy or instituting some other type of litigation that will prevent or delay liquidation of the Mortgage Loan.  The Action Date will be either the date that any repayment plan (or forbearance) instituted by the bankruptcy court will expire or an additional date by which the litigation should be resolved.

Action Code 20 - To report that the Borrower has agreed to a deed-in-lieu or an assignment of the property. The Action Date is the date the Servicer decided to pursue a deed-in-lieu or the assignment.

Action Code 30 - To report that the decision has been made to foreclose the Mortgage Loan.  The Action Date is the date the Servicer referred the case to the foreclosure attorney.




Action Code 60 - To report that a Mortgage Loan has been paid in full either at, or prior to, maturity.  The Action Date is the date the pay-off funds were remitted to the Master Servicer.

Action Code 65 - To report that the Servicer is repurchasing the Mortgage Loan.  The Action Date is the date the repurchase proceeds were remitted to the Master Servicer.

Action Code 70 - To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure has been accepted, and the Servicer, on behalf of the owner of the Mortgage Loan, has acquired the property and may dispose of it.  The Action Date is the date of the foreclosure sale or, for deeds-in-lieu, the date the deed is recorded on behalf of the owner of the Mortgage Loan.

Action Code 71 - To report that a Mortgage Loan has been foreclosed and a third party acquired the property, or a total condemnation of the property has occurred.  The Action Date is the date of the foreclosure sale or the date the condemnation award was received.

Action Code 72 - To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been accepted, and the property may be conveyed to the mortgage insurer and the pool insurance claim has been filed.  The Action Date is the date of the foreclosure sale, or, for deeds-in-lieu, the date of the deed for conventional mortgages.

The Loss Mit Type field should show the approved Loss Mitigation arrangement.  The following are acceptable:

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

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.  The acceptable codes are:

Mortgagor 

Tenant 

 Unknown 

Vacant 








REALIZED LOSS CALCULATION INFORMATION




WELLS FARGO BANK, N.A. Form 332




Calculation of Realized Loss

Purpose

To provide the Servicer with a form for the calculation of any Realized Loss (or gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.

Distribution

The Servicer will prepare the form in duplicate and send the original together with evidence of conveyance of title and appropriate supporting documentation to the Master Servicer with the Monthly Accounting Reports which supports the Mortgage Loan’s removal from the Mortgage Loan Activity Report. The Servicer will retain the duplicate for its own records.

Due Date

With respect to any liquidated Mortgage Loan, the form will be submitted to the Master Servicer no later than the date on which statements are due to the Master Servicer under Section 4.02 of this Agreement (the “Statement Date”) in the month following receipt of final liquidation proceeds and supporting documentation relating to such liquidated Mortgage Loan; provided, that if such Statement Date is not at least 30 days after receipt of final liquidation proceeds and supporting documentation relating to such liquidated Mortgage Loan, then the form will be submitted on the first Statement Date occurring after the 30th day following receipt of final liquidation proceeds and supporting documentation.

Preparation Instructions

The numbers on the form correspond with the numbers listed below.

1.

The actual Unpaid Principal Balance of the Mortgage Loan.

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.




3-7. 

Complete as necessary.  All line entries must be supported by copies of appropriate statements,

vouchers, receipts, canceled checks, etc., to document the expense.  Entries not properly

documented will not be reimbursed to the Servicer.

8. 

Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis.

10. 

The total of lines 1 through 9.

Credits

11-17. 

Complete as necessary.  All line entries must be supported by copies of the appropriate claims forms, statements, payment checks, etc.  to document the credit.  If the Mortgage Loan is subject to a Bankruptcy Deficiency, the difference between the Unpaid Principal Balance of the Note prior to the Bankruptcy Deficiency and the Unpaid Principal Balance as reduced by the Bankruptcy Deficiency should be input on line 16.

18.

The total of lines 11 through 17.

Total Realized Loss (or Amount of Any Gain)

19. 

The total derived from subtracting line 18 from 10.  If the amount represents a realized gain, show the amount in parenthesis (  ).











WELLS FARGO BANK, N.A. 

CALCULATION OF REALIZED LOSS



WELLS FARGO BANK, N.A. Trust:  ___________________________

Prepared by: __________________ Date: _______________

Phone: ______________________

Servicer Loan No. 

Servicer Name 

Servicer Address

WELLS FARGO BANK, N.A. 

Loan No._____________________________ 

Borrower’s Name:________________________________________________________ 

Property

Address:________________________________________________________________ 



		
	Liquidation and Acquisition Expenses:

	 

	Actual Unpaid Principal Balance of Mortgage Loan

	$ _______________(1)


	Interest accrued at Net Rate

	________________(2)


	Attorney’s Fees

	________________(3)


	Taxes

	________________(4)


	Property Maintenance

	________________(5)


	MI/Hazard Insurance Premiums

	________________(6)


	Hazard Loss Expenses

	________________(7)


	Accrued Servicing Fees  

	________________(8)


	Other (itemize)

	________________(9)


	 
	$ _________________


	 
	 

	 
	 

	 
	 

	Total Expenses

	$ ______________(10)


	Credits:

	 

	Escrow Balance

	$ ______________(11)


	HIP Refund

	________________(12)


	Rental Receipts

	________________(13)


	Hazard Loss Proceeds

	________________(14)


	Primary Mortgage Insurance Proceeds

	________________(15)


	Proceeds from Sale of Acquired Property

	________________(16)


	Other (itemize)

	________________(17)


	 
	___________________


	 
	___________________


	Total Credits

	     $________________(18)







Total Realized Loss (or Amount of Gain)  $________________



















					
	Exhibit L-1: 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