-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CBpgdIEACikClztALS7vrJXb/gJY3Cg2IjgGNRFK3izLX5dv6b9IHE49dJ4R4Q8M rv2wOFbriBd8dZnsuM+Rtg== 0001020242-08-000330.txt : 20080331 0001020242-08-000330.hdr.sgml : 20080331 20080331163416 ACCESSION NUMBER: 0001020242-08-000330 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080331 DATE AS OF CHANGE: 20080331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2007-2 CENTRAL INDEX KEY: 0001392872 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-139462-01 FILM NUMBER: 08725229 BUSINESS ADDRESS: STREET 1: 19500 JAMBOREE ROAD CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-475-3600 MAIL ADDRESS: STREET 1: 19500 JAMBOREE ROAD CITY: IRVINE STATE: CA ZIP: 92612 10-K 1 im07s210k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period to __________ from _______________ Commission file number of issuing entity: 333-139462-01 Impac Secured Assets Trust 2007-2 (Exact name of Issuing Entity as specified in its Charter) Impac Secured Assets Corp. (Exact name of depositor as specified in its Charter) Impac Funding Corporation (Exact name of sponsor as specified in its Charter) 20-8726005 20-8726049 20-8726086 California 20-8726127 (State or other jurisdiction (I.R.S. Employer incorporation or organization Identification Number) of issuing entity) of issuing entity) 19500 Jamboree Road Irvine, California 92612 (Address of principal executive offices (Zip Code of of issuing entity) issuing entity) Issuing Entity's telephone number, including area code: (949) 475-3600 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No[X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes[ ] No[X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not Applicable. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated Filer [X] (Do not Check if a smaller reporting company) Smaller reporting company [ ] Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). [ ] Yes [X] No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the of the last business day of the registrant's most recently completed second fiscal quarter Not Applicable. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). See Part IV, Item 15. PART I ITEM 1. Business. Omitted. ITEM 1A. Risk Factors. Omitted. ITEM 1B. Unresolved Staff Comments. None. ITEM 2. Properties. Omitted. ITEM 3. Legal Proceedings. Omitted. ITEM 4. Submission of Matters to a Vote of Security Holders. Omitted. PART II ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Omitted. ITEM 6. Selected Financial Data. Omitted. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted. ITEM 8. Financial Statements and Supplementary Data. Omitted. ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Omitted. ITEM 9A. Controls and Procedures. Omitted. ITEM 9A(T). Controls and Procedures. Omitted. ITEM 9B. Other Information. Not Applicable. PART III ITEM 10. Directors, Executive Officers and Corporate Governance. Omitted. ITEM 11. Executive Compensation. Omitted. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted. ITEM 13. Certain Relationships and Related Transactions, and Director Independence. Omitted. ITEM 14. Principal Accounting Fees and Services. Omitted. ADDITIONAL ITEMS REQUIRED BY GENERAL INSTRUCTION J(2) Item 1112(b) of Regulation AB, Significant Obligor Financial Information. None. Item 1114(b)(2) of Regulation AB , Significant Enhancement Provider Information. The consolidated financial statements of Ambac Assurance Corporation and subsidiaries (the "Company") as of December 31, 2007 and 2006 and for each of the years in the three-year period ended December 31, 2007, which appear as Exhibit 99.01 in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which was filed with the Securities and Exchange Commission (the "Commission") on February 29, 2008; Commission File No. 1-10777), are hereby incorporated by reference into this Form 10-K and shall be deemed to be part hereof. Any statement contained in a document incorporated herein by reference shall be modified or superseded for the purposes of this Form 10-K to the extent that a statement contained herein by reference also modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Form 10-K. Item 1115(b) of Regulation AB , Significant Enhancement Provider Information. Bank of America, N.A. provides a cap contract and swap to the trust as disclosed in a 424(b)(5) filing dated April 2, 2007. No additional disclosure is necessary because the significance percentage for the cap contract and swap is less than 10%. Item 1117 of Regulation AB, Legal Proceedings. The information regarding this item has been previously filed in a 424(b)(5) filing dated April 2, 2007. No applicable updates. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. The information regarding this item has been previously filed in a 424(b)(5) filing dated April 2, 2007. No applicable updates. Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria The Master Servicer has reviewed Item 1122 of Regulation AB and determined that there were two instances of noncompliance by the Master Servicer with respect to the Platform: a. Item 1122 (d)(1)(i) with respect to monitoring of performance triggers and events of default. b. Item 1122 (d)(2)(vii) with respect to reconciliations being prepared within 30 calendar days or such other number of days as specified in the transaction agreements. See Item 15 for further discussion. Item 1123 of Regulation AB, Servicer Compliance Statement The Master Servicer has reviewed Item 1123 of Regulation AB and determined that there were two instances of noncompliance by the Master Servicer with respect to the transaction: a. Item 1122 (d)(1)(i) with respect to monitoring of performance triggers and events of default. b. Item 1122 (d)(2)(vii) with respect to reconciliations being prepared within 30 calendar days or such other number of days as specified in the transaction agreements. See Item 15 for further discussion. PART IV ITEM 15. Exhibits, Financial Statement Schedules. (a) List the following documents filed as a part of the report: (1) Not Applicable. (2) Not Applicable. (3) Exhibits. 1.1 Underwriting Agreement, dated March 26, 2007, among Impac Funding Corporation, Impac Secured Assets Corp, Impac Mortgage Holdings Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., Countrywide Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated. (As previously filed on Form 8-K filed on April 13, 2007 and hereby incorporated by reference into this report on Form 10-K) 4.1 Pooling and Servicing Agreement, dated as of March 1, 2007, among Impac Secured Assets Corp., Impac Funding Corporation and Deutsche Bank National Trust Company. (As previously filed on Form 8-K filed on April 13, 2007 and hereby incorporated by reference into this report on Form 10-K) Exhibit 33.1 Impac Funding Corporation's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.2 Countrywide Financial Corporation's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.3 Midland Loan Services Inc.'s, Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.4 Deutsche Bank National Trust Company's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 34.1 Impac Funding Corporation's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2007. Exhibit 34.2 Countrywide Financial Corporation's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2007. Exhibit 34.3 Attestation Report on Assessment of Compliance with Servicing Criteria for Midland Loan Services Inc.'s Report for Year End December 31, 2007. Exhibit 34.4 Deutsche Bank National Trust Company's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2007. Exhibit 35.1 Impac Funding Corporation's Annual Statement of Compliance for Year End December 31, 2007. Exhibit 35.2 Countrywide Home Loans Servicing LP's Annual Statement of Compliance for Year End December 31, 2007. Exhibit 35.3 Midland Loan Services Inc.'s Annual Statement of Compliance for Year End December 31, 2007. (b) See (a) above. (c) Not Applicable. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: Impac Funding Corporation, as Master Servicer on behalf of the Registrant By: /s/ Mario Fegan Mario Fegan (Senior Officer in Charge of the Servicing Function of the Master Servicer) Date: March 31, 2008 EXHIBIT INDEX Exhibit Document 1.1 Underwriting Agreement, dated March 26, 2007, among Impac Funding Corporation, Impac Secured Assets Corp, Impac Mortgage Holdings Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., Countrywide Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated. (As previously filed on Form 8-K filed on April 13, 2007 and hereby incorporated by reference into this report on Form 10-K) 4.1 Pooling and Servicing Agreement, dated as of March 1, 2007, among Impac Secured Assets Corp., Impac Funding Corporation and Deutsche Bank National Trust Company. (As previously filed on Form 8-K filed on April 13, 2007 and hereby incorporated by reference into this report on Form 10-K) 31 Section 302 Certification. 33.1 Impac Funding Corporation's Annual Report on Assessment of Compliance for Year End December 31, 2007. 33.2 Countrywide Financial Corporation's Annual Report on Assessment of Compliance for Year End December 31, 2007. 33.3 Midland Loan Services Inc.'s, Annual Report on Assessment of Compliance for Year End December 31, 2007. 33.4 Deutsche Bank National Trust Company's Annual Report on Assessment of Compliance for Year End December 31, 2007. 34.1 Attestation Report on Assessment of Compliance with Servicing Criteria for Impac Funding Corporation's Report for Year End December 31, 2007. 34.2 Attestation Report on Assessment of Compliance with Servicing Criteria for Countrywide Financial Corporation's Report for Year End December 31, 2007. 34.3 Attestation Report on Assessment of Compliance with Servicing Criteria for Midland Loan Services Inc.'s Report for Year End December 31, 2007. 34.4 Attestation Report on Assessment of Compliance with Servicing Criteria for Deutsche Bank National Trust Company's Annual Report for Year End December 31, 2007. 35.1 Impac Funding Corporation's Annual Statement of Compliance for Year End December 31, 2007. 35.2 Countrywide Home Loans Servicing LP's Annual Statement of Compliance for Year End December 31, 2007. 35.3 Midland Loan Services Inc.'s Annual Statement of Compliance for Year End December 31, 2007. EX-31 2 ex31in07s2sox.txt Exhibit 31 THE IMPAC COMPANIES 19500 Jamboree Road Irvine CA 92612 www. IMPACCOMPANIES.COM 1-800-597-4101 CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH WITH FORM 10-K Re: Impac Secured Asset Corp., Mortgage Pass-Through Certificates, Series 2007-3 I, Mario Fegan, certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Impac Secured Assets Trust 2007-2 (the "Exchange Act periodic reports"); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this Report; [logo IMPAC] 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. I am responsible for reviewing the activities performed by the servicers and based on my knowledge and the complianc reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements; and Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports the servicers have fulfilled their obligations under the servicing agreements; and 5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties, Countrywide Financial Corporation, Midland Loan Services, Inc., Deutsche Bank National Trust Company. Date: 3/28/08 /S/ Mario Fegan Mario Fegan Senior Officer in Charge of the Servicing Function of the Master Servicer EX-33.1 3 ex331impacassertion.txt Exhibit 33.1 THE IMPAC COMPANIES 19500 JAMBOREE ROAD | IRVINE, CA | 92612 WWW.IMPACCOMPANIES.COM | 1-800-597-4101 IMPAC [LOGO] MANAGEMENT'S ASSERTION ON COMPLIANCE WITH REGULATION AB CRITERIA Impac Funding Corporation (the "Asserting Party" or "Master Servicer") is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB as of and for the 12-month period ending December 31, 2007 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report include asset backed securities transactions for which the Asserting Party acted as master servicer involving publicly-issued mortgage-backed securities issued on or after January 1, 2006, for which the Asserting Party performs master servicing (the Platform) as set forth in Appendix C; The Master Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the applicable servicing criteria; The Master Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole, except as described on Appendix B hereto; and Ernst & Young, a registered public accounting firm, has issued an attestation report on the Master Servicer's Assertion on Compliance with the Applicable Regulation AB Servicing Criteria for the publicly-issued mortgage-backed securities issued on or after January 1, 2006 for which the Company performed master servicing as of and for the year ended December 31, 2007. Date: 3/20/08 By: /s/ Mario Fegan --------------------------- Name: Mario Fegan Title: Vice President, Master Servicing APPENDIX A SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE (RMBS unless otherwise noted) Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements. Key: X - obligation
- ------------------------------------------------------------------------------------------------------------------------------------ APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA - ------------------------------------------------------------------------------------------------------------------------------------ Performed Performed by NOT by subservicer(s) performed Vendor(s) or vendor(s) by Master for which for which Servicer or Performed Master Master by Directly Servicer Servicer is subservicer(s) by is the not the or vendor(s) Master Responsible Responsible retained by Reference Criteria Servicer Party Party Master Servicer - ------------------------------------------------------------------------------------------------------------------------------------ General Servicing Considerations - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(1)(i) Policies and procedures are instituted to monitor any X performance or other triggers and events of default in accordance with the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(1)(ii) If any material servicing activities are outsourced to third To the parties, policies and procedures are instituted to monitor the extent third party's performance and compliance with such servicing applicable activities. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a N/A N/A N/A N/A back-up servicer for the Pool Assets are maintained. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect X X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ Cash Collection and Administration - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate X X X custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor X X X or to an investor are made only by authorized personnel. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash X X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve X X accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(2)(v) Each custodial account is maintained at a federally insured X X X depository institution as set forth in the - ------------------------------------------------------------------------------------------------------------------------------------
P-1
- ------------------------------------------------------------------------------------------------------------------------------------ transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized If access. applicable - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X X X asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ Investor Remittances and Reporting - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(3)(i) Reports to investors, including those to be filed with the X Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of Pool Assets serviced by the Sub-Servicer. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in X X accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(3)(iii) Disbursements made to an investor are posted within two X business days to the Sub-Servicer's investor records, or such other number of days specified in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree X with cancelled checks, or other form of payment, or custodial bank statements. - ------------------------------------------------------------------------------------------------------------------------------------ Pool Asset Administration - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(i) Collateral or security on pool assets is maintained as X required by the transaction agreements or related pool asset documents. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(ii) Pool assets and related documents are safeguarded as X required by the transaction agreements - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool X X X are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in X accordance with the related pool asset documents are posted to the Sub-Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(v) The Sub-Servicer's records regarding the pool assets agree X with the Sub-Servicer's records with respect to an obligor's unpaid principal balance. - ------------------------------------------------------------------------------------------------------------------------------------
P-2
- ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(viii) Records documenting collection efforts are maintained during X the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool X assets with variable rates are computed based on the related pool asset documents. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as X escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or X insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Sub-Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(xii) Any late payment penalties in connection with any payment to X be made on behalf of an obligor are paid from the Sub- Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within X two business days to the obligor's records maintained by the Sub-Servicer, or such other number of days specified in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X X recognized and recorded in accordance with the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------ 1122(d)(4)(xv) Any external enhancement or other support, identified in Item X X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. - ------------------------------------------------------------------------------------------------------------------------------------
P-3 Appendix B 1. Instances of noncompliance by the Master Servicer with respect to the Platform: a. Item 1122 (d)(1)(i) with respect to monitoring of performance triggers and events of default. b. Item 1122 (d)(2)(vii) with respect to reconciliations being prepared within 30 calendar days or such other number of days as specified in the transaction agreements. 2. Remediation efforts related to instances of noncompliance by the Master Servicer with respect to the Platform: a. With respect to the criterion set forth in paragraph 1.a. above, the Master Servicer did compute and monitor the performance of each Platform transaction. However, a calculation error on each of the 2007 securitizations caused one of the trigger tests to display a variance within tolerance when such a variance may not have existed. The failure of this particular test had no impact on either the reporting or remittance to the trust and has since been corrected and verified by management. b. With respect to the criterion set forth in paragraph 1.b. above, reconciliations were not prepared within the 45 day timeframe as specified in the transaction agreements, because of the downsizing of the department responsible for these reconciliatons due to the ongoing disruption in the mortgage markets. This exception has been corrected and the reconciliations are expected to be completed timely in the future. Appendix C ISAC 2006-1 ISAC 2006-2 ISAC 2006-3 ISAC 2006-4 ISAC 2006-5 ISAC 2007-1 ISAC 2007-2 ISAC 2007-3 EX-33.2 4 ex332cwassert.txt Exhibit 33.2 [logo] Countrywide Financial ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Countrywide Financial Corporation and certain of its subsidiaries, including its direct and indirect wholly-owned subsidiaries, Countrywide Home Loans, Inc. ("CHL"), Countrywide Tax Services Corporation, Newport Management Corporation, and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL (collectively, the "Company"), provides this platform-level assessment, for which Countrywide Financial Corporation and such subsidiaries participated in servicing functions, as such term is described under Title 17, Section 229.1122 of the Code of Federal Regulations ("Item 1122 of Regulation AB"), of compliance in respect of the following Applicable Servicing Criteria specified in Item 1122(d) of Regulation AB in regard to the following servicing platform for the following period: Platform: publicly-issued (i.e., registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended) residential mortgage-backed securities (securities collateralized by residential mortgage loans, including prime, alternative loan products, sub-prime, HELOC and closed seconds) issued on or after January 1, 2006 for which the Company provides cash collection and administration, investor remittances and reporting (except for those activities relating to trustee and paying agent services), and pool asset administration (except for those activities relating to custodial operations of pool assets and related documents), and for which the related issuer has a fiscal year end of December 31, 2007. The platform excludes any transactions issued by any government sponsored enterprise for which the Company provides the servicing functions described in the preceding sentence. Period: as of and for the year ended December 31, 2007. Applicable Servicing Criteria: all servicing criteria set forth in Schedule A hereto, to the extent required in the related agreements, except the criteria listed in the column titled "Inapplicable Servicing Criteria" on Schedule A hereto and the portions of the criteria footnoted on that schedule that are inapplicable to the Company based on the activities it performs with respect to the Platform. With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria: 1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company has assessed compliance with the Applicable Servicing Criteria. 3. Other than as identified on Schedule B hereto, as of and for the Period, the Company complied in all material respects with the Applicable Servicing Criteria. KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance as of and for the year ended December 31, 2007. COUNTRYWIDE FINANCIAL CORPORATION By: /s/ Steve Bailey ----------------------------- Steve Bailey Its: Senior Managing Director and Chief Executive Officer, Loan Administration Dated: February 28, 2008 By: /s/ Kevin Meyers ----------------------------- Kevin Meyers Its: Managing Director and Chief Financial Officer, Countrywide Home Loans, Inc. Loan Administration Dated: February 28, 2008 Schedule A Applicable Servicing Criteria
- ----------------------------------------------------------------------------------------------------------------------------------- APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA - ----------------------------------------------------------------------------------------------------------------------------------- Performed by Performed by subservicer(s) Vendor(s) for or vendor(s) for NOT performed by which the which the the Company or by Company Company subservicer(s) Performed is the is NOT the or vendor(s) Directly Responsible Responsible retained by Reference Criteria by the Company Party Party the Company - ----------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(1)(i) Policies and procedures are instituted to X monitor any performance or other triggers and events of default in accordance with the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(1)(ii) If any material servicing activities are X outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(1)(iii) Any requirements in the transaction X agreements to maintain a back-up servicer for the pool assets are maintained. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(1)(iv) A fidelity bond and errors and omissions X policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(2)(i) Payments on pool assets are deposited into X the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(2)(ii) Disbursements made via wire transfer on X behalf of an obligor or to an investor are made only by authorized personnel. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(2)(iii) Advances of funds or guarantees regarding X collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(2)(iv) The related accounts for the transaction, X such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. - -----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------- APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA - ----------------------------------------------------------------------------------------------------------------------------------- Performed by Performed by subservicer(s) Vendor(s) for or vendor(s) for NOT performed by which the which the the Company or by Company Company subservicer(s) Performed is the is NOT the or vendor(s) Directly Responsible Responsible retained by Reference Criteria by the Company Party Party the Company - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(2)(v) Each custodial account is maintained at a X federally insured depository institution as set forth in the transaction agreements. For purpose of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(2)(vi) Unissued checks are safeguarded so as to X prevent unauthorized access. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(2)(vii) Reconciliations are prepared on a monthly X basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciliating items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(3)(i) Reports to investors, including those to X(1) be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. - -----------------------------------------------------------------------------------------------------------------------------------
- --------------------- (1) Servicing functions performed by the Company with respect to Item 1122(d)(3)(i)(B) do not relate to information other than that contained in the monthly remittance reports delivered by the Company to the master servicer, trustee, and/or bond administrator. Servicing functions performed by the Company with respect to Item 1122(d)(3)(i)(D) do not relate to the agreeing with investors' records as to the total unpaid principal balance and number of pool assets serviced by the Company.
- ----------------------------------------------------------------------------------------------------------------------------------- APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA - ----------------------------------------------------------------------------------------------------------------------------------- Performed by Performed by subservicer(s) Vendor(s) for or vendor(s) for NOT performed by which the which the the Company or by Company Company subservicer(s) Performed is the is NOT the or vendor(s) Directly Responsible Responsible retained by Reference Criteria by the Company Party Party the Company - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(3)(ii) Amounts due to investors are allocated and X(2) remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(3)(iii) Disbursements made to an investor are X(3) posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(3)(iv) Amounts remitted to investors per the X(4) investor reports agree with cancelled checks, or other forms of payment, or custodial bank statements. - ----------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(i) Collateral or security on pool assets X(5) is maintained as required by the transaction agreements or related mortgage loan documents. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(ii) Pool asset and related documents are X(5) safeguarded as required by the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(iii) Any additions, removals or X substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(iv) Payments on pool assets, including any X payoffs, made in accordance with the related pool asset documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) - -----------------------------------------------------------------------------------------------------------------------------------
- --------------------- (2) Servicing functions performed by the Company with respect to Item 1122(d)(3)(ii) do not relate to amounts other than amounts remitted by the Company to the master servicer, trustee, and/or bond administrator. (3) Servicing functions performed by the Company with respect to Item 1122(d)(3)(iii) do not relate to records other than the applicable custodial bank account statements maintained by the Company pursuant to the transaction agreements. (4) Servicing functions performed by the Company with respect to Item 1122(d)(3)(iv) do not relate to records other than custodial bank account statements and wire records of the Company and the remittance reports prepared and delivered by the Company. (5) Servicing functions performed by the Company with respect to Item 1122(d)(4)(i) and Item 1122(d)(4)(ii) do not relate to the custodial operations of the pool assets and related documents (collateral file) by the document custodian responsible for such functions for the related transaction.
- ----------------------------------------------------------------------------------------------------------------------------------- APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA - ----------------------------------------------------------------------------------------------------------------------------------- Performed by Performed by subservicer(s) Vendor(s) for or vendor(s) for NOT performed by which the which the the Company or by Company Company subservicer(s) Performed is the is NOT the or vendor(s) Directly Responsible Responsible retained by Reference Criteria by the Company Party Party the Company - ----------------------------------------------------------------------------------------------------------------------------------- in accordance with the X related pool asset documents. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(v) The Servicer's records regarding the X pool assets agree with the Servicer's records with respect to an obligor's unpaid principal balance. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(vi) Changes with respect to the terms or X status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(vii) Loss mitigation or recovery actions X (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(viii) Records documenting collection efforts X are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(ix) Adjustments to interest rates or rates X of return for pool assets with variable rates are computed based on the related pool asset documents. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(x) Regarding any funds held in trust for X an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. - -----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------- APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA - ----------------------------------------------------------------------------------------------------------------------------------- Performed by Performed by subservicer(s) Vendor(s) for or vendor(s) for NOT performed by which the which the the Company or by Company Company subservicer(s) Performed is the is NOT the or vendor(s) Directly Responsible Responsible retained by Reference Criteria by the Company Party Party the Company - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(xi) Payments made on behalf of an obligor X (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(xii) Any late payment penalties in X connection with any payment to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(xiii) Disbursements made on behalf of an X obligor are posted within two business days to the obligor's records maintained by the Servicer, or such other number of days specified in the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(xiv) Delinquencies, charge-offs and X uncollectible accounts are recognized and recorded in accordance with the transaction agreements. - ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(xv) Any external enhancement or other X(6) support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. - -----------------------------------------------------------------------------------------------------------------------------------
- --------------------- (6) Servicing functions performed by the Company with respect to Item 1122(d)(4)(xv) do not relate to Item 1115 of Regulation AB (derivative transactions). Schedule B Material Instances of Noncompliance No material instances of noncompliance: the Company has complied, in all material respects, with the Applicable Servicing Criteria as of and for the year ended December 31, 2007. EX-33.3 5 ex333midlandassessment.txt Exhibit 33.3 [LOGO] MIDLANDLOANSERVICES Report on Assessment of Compliance with Regulation AB Servicing Criteria Midland Loan Services, Inc. ("Midland"), an indirect wholly owned subsidiary of The PNC Financial Services Group, Inc., is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission ("Regulation AB") relating to its role in the servicing of commercial mortgage-backed securities transactions. Midland has assessed its compliance with the applicable servicing criteria as of and for the year ended December 31, 2007. In making this assessment, Midland used the criteria set forth by the Securities and Exchange Commission ("SEC") in Item 1122(d) of Regulation AB. The transactions covered by this report include commercial mortgage-backed securities that were issued on or after January 1, 2006 and that were registered with the SEC pursuant to the Securities Act of 1933 (the "Platform"). Based on such assessment, Midland believes that, as of and for the year ended, Midland has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB relating to its role in the servicing of commercial mortgage-backed securities transactions, except for servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)((B), (C), and (D)), 1122(d)(3)(ii) through (3)(iv), and 1122(d)(4)(xv), which Midland has determined as being inapplicable to the activities it performs with respect to the commercial mortgage-backed securities transactions being serviced (the "applicable servicing criteria"). Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on Midland's assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2007. MIDLAND LOAN SERVICES, INC. /s/ Steven W. Smith /s/ Vincent E. Beckett /s/ Bradley J. Hauger Steven W. Smith Vincent E. Beckett Bradley J. Hauger President and Executive Vice President Senior Vice President Chief Operating Officer Chief Administrative Officer Servicing Operations Date: February 18, 2008 A Member of the PNC Financial Services Group 10851 Mastin P.O. Box 25965 Shawnee Mission Kansas 66225-5965 www.midlandls.com 913 253 9000 T 913 253 9709 F EX-33.4 6 ex334dbassertion.txt Exhibit 33.4 MANAGEMENT'S ASSERTION OF COMPLIANCE Management of the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the "Company") is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006 for which the Company provides trustee, securities administration, paying agent or custodian services, excluding any publicly issued transactions sponsored or issued by any government sponsored entity (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), except for the following criteria: 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the "Applicable Servicing Criteria"). Servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company's obligation to report additions, removals or substitutions on reports to investors in accordance with the transactions agreements. With respect to applicable servicing criterion 1122(d)(1)(iii), there were no activities performed during the twelve months ended December 31, 2007 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. Period: Twelve months ended December 31, 2007 (the "Period"). Management's interpretation of Applicable Servicing Criteria: The Company's management has determined that servicing criteria 1122(d)(1)(iii) is applicable only with respect to its continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain governing documents. It is management's interpretation that Deutsche Bank Trust Company Americas has no other active back-up servicing responsibilities in regards to 1122(d)(1)(iii) as of and for the Period. Third parties classified as vendors: With respect to servicing criteria 1122(d)(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii), management has engaged various vendors to perform the activities required by these servicing criteria. The Company's management has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company's management has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, management has asserted that it has policies and procedures in place to provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criteria applicable to each vendor. The Company's management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria. With respect to the Platform and the Period, the Company's management provides the following assertion of compliance with respect to the Applicable Servicing Criteria: 1. The Company's management is responsible for assessing the Company's compliance with the Applicable Servicing Criteria. 2. The Company's management has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the management's assertion of compliance with the Applicable Servicing Criteria as of and for the Period. DEUTSCHE BANK OF NATIONAL TRUST COMPANY By: /s/ Gary R. Vaughan ------------------------------------ Name: Gary R. Vaughan Its: Managing Director By: /s/ David Co ------------------------------------ Name: David Co Its: Director By: /s/ Jose Sicilia ------------------------------------ Name: Jose Sicilia Its: Managing Director By: /s/ Kevin Fischer ------------------------------------ Name: Kevin Fischer Its: Director By: /s/ Robert Frier ------------------------------------ Name: Robert Frier Its: Director DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Kevin C. Weeks ------------------------------------ Name: Kevin C. Weeks Its: Managing Director By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Its: Director Dated: February 29, 2008 EX-34.1 7 ex341impacattest.txt Exhibit 34.1 [ERNST & YOUNG LOGO] o Ernst & Young LLP o Phone: (949) 794-2300 Suite 1000 Fax: (949)437-0590 1811 VonKarman Avenue www.ey.com Irvine, California 92612-1007 Report of Independent Registered Public Accounting Firm The Board of Directors Impac Funding Corporation We have examined management's assertion, included in the accompanying Management's Assertion on Compliance with Regulation AB Criteria, that Impac Funding Corporation (the "Company"), a wholly-owned subsidiary of Impac Mortgage Holdings, Inc., complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB for the publicly-issued mortgage-backed securities issued on or after January 1, 2006, for which the Company performs master servicing (the "Platform"), except for the instances of material noncompliance described therein, as of and for the year ended December 31, 2007, except for criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122d(2)(iv), 1122(d)(2)(vi), 1122(d)(3)(i), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), 1122(d)(4)(ii), and 1122(d)(4)(iv) through 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities performed by them with respect to the servicing Platform covered by this report. Refer to Appendix C of Management's Assertion for the asset backed transactions covered by this Platform. Management is responsible for the Company's compliance with these servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. A member firm of Ernst & Young Global Limited [ERNST & YOUNG LOGO] o Ernst & Young LLP Our examination disclosed the following material noncompliance with servicing criteria applicable to the Company's Platform during the year ended December 31, 2007: 1122(d)(1)(i) with respect to the monitoring of performance triggers and events of default; and 1122(d)(2)(vii) with respect to reconciliations being prepared within 30 calendar days or such other number of days specified in the transaction agreements. The information in Management's Assertion on Compliance with Regulation AB Criteria, Appendix B Item 2 refers to remediation activity and other matters presented by the Company for information purposes. Such information has not been subjected to the procedures applied in our examination of management's assertion as described above, and accordingly, we express no opinion on it. In our opinion, except for the material noncompliance described in the third paragraph, management's assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2007 for the Platform is fairly stated, in all material respects. /s/ Ernst & Young LLP Orange County, California March 24, 2008 A member firm of Ernst & Young Global Limited EX-34.2 8 ex342cwassertion.txt Exhibit 34.2 [logo] KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568 Report of Independent Registered Public Accounting Firm The Board of Directors Countrywide Financial Corporation: We have examined management's assessment, included in the Assessment of Compliance with Applicable Servicing Criteria, that Countrywide Financial Corporation and certain of its subsidiaries, including its direct and indirect wholly owned subsidiaries, Countrywide Home Loans, Inc. (CHL), Countrywide Tax Services Corporation, Newport Management Corporation, and Countrywide Home Loans Servicing L.P., a wholly owned subsidiary of CHL (collectively, the Company), complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly issued residential mortgage-backed securities (securities collateralized by residential mortgage loans, including prime, alternative loan products, subprime, HELOC, and closed seconds) issued on or after January 1, 2006 for which the Company provides cash collection and administration, investor remittances and reporting (except for those activities relating to trustee and paying agent services), and pool asset administration (except for those activities relating to custodial operations of pool assets and related documents), collectively, "Servicing Functions", excluding any transactions issued by any government sponsored enterprise for which the Company provides Servicing Functions (the Platform), as of and for the year ended December 31, 2007. The Platform includes all servicing criteria set forth in Schedule A to the Assessment of Compliance with Applicable Servicing Criteria except for the Inapplicable Servicing Criteria and portions of the criteria footnoted on that schedule, which are inapplicable to the Company based on the activities it performs with respect to the Platform. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assessment about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KFMG International, a Swiss cooperative. In our opinion, management's assessment that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2007 is fairly stated in all material respects. /s/ KPMG LLP Los Angeles, California February 28, 2008 EX-34.3 9 ex343midlandattest.txt Exhibit 34.3 [LOGO] Deloitte Deloitte & Touche LLP Suite 3300 1100 Walnut Street Kansas City, MO 64106-2129 USA Tel: +1 816 474 6180 www.deloitte.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors The PNC Financial Services Group, Inc.: We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that Midland Loan Services, Inc., (the "Company"), an indirect wholly owned subsidiary of The PNC Financial Services Group, Inc., complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for its role in servicing Commercial Mortgage Backed Securities Transactions (the "Platform") as of and for the year ended December 31, 2007, excluding criteria 1122(d)(1)(iii), 1122(d)(3)(i)((B), (C) and (D)), 1122(d)3(ii) through 3(iv), and 1122(d)(4)(xv), which management has determined are not applicable to the activities performed by the Company with respect to the Platform. Management's assertion identifies the transactions defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States), and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each specific asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2007, for its role in servicing Commercial Mortgage Backed Securities Transactions is fairly stated, in all material respects. /s/ Deloitte & Touche LLP Kansas City, MO February 18, 2008 Member of Deloitte Touche Tohmatsu EX-34.4 10 ex344dbattest.txt Exhibit 34.4 [KPMG LOGO] KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 Report of Independent Registered Public Accounting Firm The Board of Directors The Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas: We have examined the accompanying management's assertion that the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americaps (collectively the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006, for which the Company provides trustee, securities administration, paying agent or custodian services, excluding any publicly issued transactions, sponsored or issued by any government sponsored entity (the Platform), except for servicing criteria 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2007. Servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company's obligation to report additions, removals or substitutions on reports to investors in accordance with the transactions agreements. With respect to applicable servicing criterion 1122(d)(1)(iii), management's assertion indicates that there were no activities performed during the twelve months ended December 31, 2007 with respect to the Platform, because there were no occurrence of events that would require the Company to perform such activities. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. [KPMG LOGO] As described in the accompanying management's assertion for servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122(d)(4)(ii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122(d)(4)(ii) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2007 is fairly stated, in all material respects. /s/ KPMG LLP Chicago, Illinois February 29, 2008 EX-35.1 11 ex351impacasoc.txt Exhibit 35.1 [LOGO] IMPAC IMPAC FUNDING CORPORATION 19500 JAMBOREE ROAD | IRVINE, CA | 92612 WWW.IMPACCOMPANIES.COM | 1-800-597-4101 ITEM 1123 ANNUAL STATEMENT OF COMPLIANCE Impac Funding Corporation Impac Secured Assets Corp. 2007-2 I, Mario Fegan, a duly authorized officer of Impac Funding Corporation, as master servicer (the "Master Servicer") pursuant to the Pooling and Servicing Agreement (the "Agreement"), hereby certify that: 1. A review of the Master Servicer's activities during the period from and including January 1, 2007 through and including December 31, 2007 (the "Reporting Period") and of the Master Servicer's performance under the Agreement has been made under my supervision. 2. To the best of my knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. a) With respect to custodial accounts, reconciliations were not prepared within the 45 day timeframe, because of the downsizing of the department responsible for these reconciliations due to the ongoing disruption in the mortgage market. This exception has been corrected and the reconciliations are expected to be completed timely in the future. b) With respect to monitoring of performance triggers, the Master Servicer did compute and monitor the performance of the transaction. However, a calculation error caused one of the trigger tests to display a variance within tolerance when such a variance may not have existed. The failure of this particular test had no impact on either the reporting or remittance to the trust and has since been corrected and verified by management. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 20th day of March 2008. By: /s/ Mario Fegan ----------------------------- Name: Mario Fegan Title: V.P., Master Servicing EX-35.2 12 ex352cwasoc.txt Exhibit 35.2 [LOGO] Countrywide HOME LOANS 400 Countrywide Way February 29, 2008 Simi Valley, California 93065-6298 Impac Funding Corporation Attn: Jerome Yap 19500 Jamboree Rd. Irvine, CA 92612 OFFICER'S CERTIFICATE I, Joseph Candelario, hereby certify that I am an officer of Countrywide GP, Inc., general partner of Countrywide Home Loans Servicing LP (the "Servicer"). I further certify, with respect to the applicable servicing agreement relating to the securitization transaction(s) set forth on Exhibit A attached hereto (the "Servicing Agreement") that: (a) A review of the activities of the Servicer during the preceding calendar year and of the performance of the Servicer under the Servicing Agreement has been made under my supervision; and (b) To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Servicing Agreement in all material respects throughout such year. /s/ Joseph Candelario February 29, 2008 --------------------- ----------------- Joseph Candelario First Vice President Compliance Officer Loan Administration Exhibit A - Securitized Transaction(s) Impac Funding Corporation - 19500 Jamboree Rd. IMPAC SAC 2007-1 IMPAC SAC 2007-2 IMPAC SAC 2007-3 EX-35.3 13 ex353midlandasoc.txt Exhibit 35.3 [LOGO] MIDLANDLOANSERVICES March 1, 2008 Mr. Mario Fegan IMPAC Funding Corporation 1401 Dove St Newport Beach, CA 92660 Impac Secured Assets Corp. Mortgage Pass-Through Certificates Series 2007-2 Servicing Agreement OFFICER'S CERTIFICATE Pursuant to the requirements of that certain Servicing Agreement (the "Agreement"), it is hereby certified to the Depositor thereunder that on behalf of Midland Loan Services, Inc. (the "Servicer"), (i) a review of the Servicer's activities during the reporting period and of its performance under the Agreement has been made under the undersigned officer's supervision; (ii) to the best of the undersigned officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, each such failure known to the undersigned officer and the nature and status thereof are set forth below; and (iii) the Servicer has not received any notice regarding qualification, or challenging the status, of any REMIC formed pursuant to the Agreement from the IRS or any other governmental agency or body. Nature and Status of Failures: None. MIDLAND LOAN SERVICES, INC. /s/ Steven W. Smith ---------------------------------------- Steven W. Smith President and Chief Operating Officer A Member of the PNC Financial Services Group P.O. Box 419127 Kansas City Missouri 64141-6127 www.midlandls.com 913 253 9000 T 913 253 9001 F -----END PRIVACY-ENHANCED MESSAGE-----