-----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, FRd7s1uWH7z5AIM2uFPlyG1Q3L+Dx2YPq9QhHrCvV07x7ltgog4NRVA2auuqT+or 8Rprk+2ppCMFO7U/Xrn2ug== 0001056404-08-000906.txt : 20080327 0001056404-08-000906.hdr.sgml : 20080327 20080327171938 ACCESSION NUMBER: 0001056404-08-000906 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080327 DATE AS OF CHANGE: 20080327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP2 CENTRAL INDEX KEY: 0001399827 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-141008-03 FILM NUMBER: 08715932 BUSINESS ADDRESS: STREET 1: 6525 MORRISON BLVD STREET 2: SUITE 318 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043650569 MAIL ADDRESS: STREET 1: 6525 MORRISON BLVD STREET 2: SUITE 318 CITY: CHARLOTTE STATE: NC ZIP: 28211 10-K 1 ace07as2_10k-2007.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) /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 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 333-141008-03 ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP2 (exact name of issuing entity as specified in its charter) ACE Securities Corp. (exact name of the depositor (as registrant on behalf of the issuing entity) as specified in its charter) DB Structured Products, Inc. (exact name of the sponsor as specified in its charter) Delaware 06-1442101 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6525 Morrison Boulevard Suite 318 Charlotte, NC 28211 (Address of principal executive (Zip Code) offices) Telephone number, including area code: (704) 365-0569 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 Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. 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 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, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. 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 ___ No X 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 last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 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). Not applicable. PART I Item 1. Business. Omitted. Item 1A. Risk Factors. Omitted. Item 1B. Unresolved Staff Comments. Not applicable. 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 Operation. 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. None. 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 DISCLOSURE ITEMS PURSUANT TO GENERAL INSTRUCTION J Item 1112(b) of Regulation AB, Significant Obligor Financial Information. No single obligor represents 10% or more of the pool assets held by the issuing entity. 1114(b)(2) Of Regulation AB, Credit Enhancement and Other Support, Except for Certain Derivative Instruments (Information Regarding Significant Enhancement Providers Financial Information). No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a) of Regulation AB. Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). Deutsche Bank AG, New York Branch provides an interest rate swap derivative instrument and two separate interest rate cap derivative instruments for the trust as disclosed in the 424(b)(5) Prospectus filed on May 25, 2007. No additional disclosure is necessary because the significance percentage for the swap and cap derivative instruments is less than 10%. Item 1117 of Regulation AB, Legal Proceedings. Ocwen Loan Servicing, LLC On February 9, 2006, a trial court in Galveston, Texas entered judgment in the amount of $1.8 million in compensatory and statutory damages and attorneys' fees against Ocwen Loan Servicing, LLC ("Ocwen") in favor of a plaintiff borrower whose mortgage loan was serviced by Ocwen. The plaintiff brought the claims under the Texas Deceptive Trade Practices Act and other state statutes and common law generally alleging that Ocwen engaged in improper loan servicing practices. Ocwen appealed the decision and the litigation concluded with a final settlement on January 16, 2008. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. The sponsor, the swap provider and Deutsche Bank National Trust Company as custodian are affiliates. Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria. The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15. Assurant, Inc. disclosed the following material noncompliance with the servicing criteria set forth in Item 1122(d)(4)(xii) of Regulation AB applicable to the Company during the year ended December 31, 2007. As required by Item 1122(d)(4)(xii) of Regulation AB, any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds are not charged to the obligor, unless the late payment was due to the obligor's error or omission. Assurant, Inc. did not have, during the Reporting Period (as defined in the assessment of compliance), sufficient policies and procedures to capture the information with respect to the Platform Transactions (as defined in the assessment of compliance) necessary to determine compliance with 1122(d)(4)(xii). Item 1123 of Regulation AB, Servicer Compliance Statement. The servicer compliance statements are attached hereto under Item 15. Part IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits. (4) The Pooling and Servicing Agreement dated as of May 1, 2007 among ACE Securities Corp. as Depositor, Ocwen Loan Servicing, LLC as Servicer, Wells Fargo Bank, National Association as Master Servicer and Securities Administrator and HSBC Bank USA, National Association as Trustee (incorporated herein by reference from Exhibit 4.1 of the Current Report on Form 8-K of the registrant, as filed with the Commission). (10) See Exhibit (4) of Item 15(a) above. (31) Rule 13a-14(d)/15d-14(d) Certification. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. 33.1 Assurant, Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC 33.2 Deutsche Bank National Trust Company as Custodian 33.3 First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC 33.4 Ocwen Loan Servicing, LLC as Servicer 33.5 Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC 33.6 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator 33.7 Wells Fargo Bank, N.A. as Paying Agent 33.8 Wells Fargo Bank, N.A. as Custodian
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. 34.1 Assurant, Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC 34.2 Deutsche Bank National Trust Company as Custodian 34.3 First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC 34.4 Ocwen Loan Servicing, LLC as Servicer 34.5 Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC 34.6 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator 34.7 Wells Fargo Bank, N.A. as Paying Agent 34.8 Wells Fargo Bank, N.A. as Custodian
(35) Servicer compliance statement. 35.1 Ocwen Loan Servicing, LLC as Servicer 35.2 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
(b) See Exhibits identified in paragraph (a) of Item 15 above. (c) Omitted. SIGNATURES 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. ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP2 (Issuing Entity) Wells Fargo Bank, N.A. (Master Servicer) /s/ Kristen Ann Cronin Kristen Ann Cronin, Vice President (senior officer in charge of the servicing function of the master servicer) Date: March 27, 2008 Exhibit Index Exhibit No. (31) Rule 13a-14(d)/15d-14(d) Certification. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. 33.1 Assurant, Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC 33.2 Deutsche Bank National Trust Company as Custodian 33.3 First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC 33.4 Ocwen Loan Servicing, LLC as Servicer 33.5 Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC 33.6 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator 33.7 Wells Fargo Bank, N.A. as Paying Agent 33.8 Wells Fargo Bank, N.A. as Custodian
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. 34.1 Assurant, Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC 34.2 Deutsche Bank National Trust Company as Custodian 34.3 First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC 34.4 Ocwen Loan Servicing, LLC as Servicer 34.5 Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC 34.6 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator 34.7 Wells Fargo Bank, N.A. as Paying Agent 34.8 Wells Fargo Bank, N.A. as Custodian
(35) Servicer compliance statement. 35.1 Ocwen Loan Servicing, LLC as Servicer 35.2 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
EX-31 2 ace07as2_31.txt EX-31 Rule 13a-14(d)/15d-14(d) Certification. I, Kristen Ann Cronin, 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 ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP2 (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 with respect to the period covered by this report; 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 compliance 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 servicer has fulfilled its obligations under the servicing agreements in all material respects; 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 party: Ocwen Loan Servicing, LLC as Servicer. Dated: March 27, 2008 /s/ Kristen Ann Cronin Signature Vice President (senior officer in charge of the servicing function of the master servicer) EX-33 3 ace07as2_33-1.txt EX-33.1 (logo) ASSURANT Specialty Property 260 Interstate N. Circle, SE Atlanta, GA 30339-2210 770.763.2330 www.assurant.com REPORT ON ASSESSMENT OF COMPLIANCE WITH Sections 1122(d)(2)(vi), 1122(d)(4)(xi) and 1122(d)(4)(xii) of REGULATION AB SERVICING CRITERIA FOR THE REPORTING PERIOD JANUARY 1, 2007 TO DECEMBER 31, 2007 American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc. (formerly, "Safeco Financial Institution Solutions, Inc.") (collectively, the "Asserting Party") is responsible for assessing compliance for the period of January 1, 2007 through December 31, 2007 (the "Reporting Period") with the servicing criteria set forth in Sections 1122(d)(2)(vi), 1122(d)(4)(xi) and 1122(d)(4)(xii) of Title 17, 229.1122(d) of the Code of Federal Regulations, (the "Applicable Servicing Criteria") which the Asserting Party has concluded are applicable to the insurance escrow servicing activities it performs with respect to all mortgage backed securities transactions that were registered after January 1, 2006 with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Platform Transactions"). The Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the Applicable Servicing Criteria. The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has identified a material instance of noncompliance with the Applicable Servicing Criteria. Specifically, the Asserting Party did not have, during the Reporting Period, sufficient policies and procedures to capture the information with respect to the Platform Transactions necessary to determine compliance with Section 1122(d)(4)(xii). The Asserting Party has concluded that, with the exception of the aforementioned material instance of noncompliance, the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria for the Reporting Period with respect to the Platform Transactions. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of and for the Reporting Period. American Security Insurance Company Standard Guaranty Insurance Company TrackSure Insurance Agency, Inc. (formerly, "Safeco Financial Institution Solutions, Inc.") /s/ John Frobose By: John Frobose Senior Vice President Date: February 19, 2008 EX-33 4 ace07as2_33-2.txt EX-33.2 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. (page) DEUTSCHE BANK 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 Prier Name: Robert Prier Its: Director DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Kevin C. Weeks Name: Kevin C. Weeks Its: Managing Director By: /s/ Joana Kaufman Name: Joana Kaufman Its: Director Dated: February 29, 2008 EX-33 5 ace07as2_33-3.txt EX-33.3 (logo) First American Real Estate Tax Service LUCY PRZYBYLA PRESIDENT ESCROW SERVICING PRODUCTS REPORT ON ASSESSMENT OF COMPLIANCE First American Real Estate Solutions of Texas, L.P. (an indirect subsidiary of The First American Corporation and "the Asserting Party") is responsible for assessing compliance as of December 31, 2007, and for the period from January 1, 2007 through December 31, 2007 ("the Reporting Period") with the servicing criteria set forth in Title 17, Sections 229.1122(d)(1)(iv), (d)(2)(v), (d)(2)(vi), (d)(2)(vii), (d)(4)(xi), (d)(4)(xii) and (d)(4)(xiii) of the Code of Federal Regulations applicable to the Asserting Party ("the Applicable Servicing Criteria"). The transactions covered by this report include all loans for residential and commercial mortgage loan outsourcing customers for which the Asserting Party served as the residential and commercial tax service provider ("the Platform"). The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that the Asserting Party 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. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of December 31, 2007, and for the Reporting Period as set forth in this assertion. FIRST AMERICAN REAL ESTATE SOLUTIONS OF TEXAS, L.P. By: First American Real Estate Solutions LLC General Partner /s/ Lucy A. Przybyla Lucy A. Przybyla Senior Vice President February 12, 2008 1 First American Way, Westlake, TX 76262 817.699.6511 * 800.229.8426 * FAX 817.699.6513 lprzybyla@firstam.com * www.firstam.com EX-33 6 ace07as2_33-4.txt EX-33.4 (logo) OCWEN Certification Regarding Compliance with Applicable Servicing Criteria 1. Ocwen Loan Servicing, LLC ("Ocwen") 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 Ocwen acted as servicer involving residential mortgage loans other than transactions closing prior to the effective date of Regulation AB (the "Platform") as set forth in Appendix B hereto; 2. Ocwen has engaged certain vendors, which are not servicers as defined in Item 1101 (j) of Regulation AB (the "Vendors") to perform specific, limited or scripted activities, and Ocwen elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Appendix A hereto; 3. Except as set forth in paragraph 4 below, Ocwen used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria; 4. The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix A hereto are inapplicable to Ocwen based on the activities it performs, directly or through its Vendors, with respect to the Platform; 5. Ocwen 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; 6. Ocwen has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole; 7. Ocwen has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole; and 8. Crowe Chizek and Company LLC, a registered public accounting firm, has issued an attestation report on Ocwen's assessment of compliance with the applicable servicing criteria for the Reporting Period. (page) March 6, 2008 Ocwen Loan Servicing, LLC By: /s/ Ronald M. Faris Name: Ronald M. Faris Title: President A-2 (page) APPENDIX A
INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed by subservicer(s) Performed by or Vendor(s) Vendor(s) for for which Performed which Ocwen Ocwen is Directly is the NOT the by Responsible Responsible Reference Criteria Ocwen Party Party General Servicing Considerations 1122(d)(1)(i) Policies and procedures are instituted X^1 to 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 X are 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 X omissions 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 X^2 X^2 into 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 investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees X regarding 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 X transaction, 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. 1122(d)(2)(v) Each custodial account is maintained at X a federally insured depository institution as set forth in the 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 Section 240.13k-1(b)(1) of the Securities Exchange Act. INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed by subservicer(s) Performed by or Vendor(s) Vendor(s) for for which Performed which Ocwen Ocwen is Directly is the NOT the by Responsible Responsible Reference Criteria Ocwen Party Party 1122(d)(2)(vi) Unissued checks are safeguarded so as X^3 X^3 to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a X monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (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 X^4 to 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 the investors' or trustee's records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated X^4 and 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^4 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 form of payment, or custodial bank statements. Pool Asset Administration 1122(d)(4)(i) Collateral or security on pool assets X is maintained as required by the transaction agreements or related mortgage loan documents. 1122(d)(4)(ii) Pool assets and related documents are X safeguarded as required by the transaction agreements. INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed by subservicer(s) Performed by or Vendor(s) Vendor(s) for for which Performed which Ocwen Ocwen is Directly is the NOT the by Responsible Responsible Reference Criteria Ocwen Party Party 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^5 X^5 payoffs, made in accordance with 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) in accordance with the 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 asset (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 asset, or such other number of days specified in the transaction agreements. INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed by subservicer(s) Performed by or Vendor(s) Vendor(s) for for which Performed which Ocwen Ocwen is Directly is the NOT the by Responsible Responsible Reference Criteria Ocwen Party Party 1122(d)(4)(xi) Payments made on behalf of an obligor X^6 X^6 (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^7 X^7 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^8 X^8 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 support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements. 1 Ocwen's duties under the applicable transaction agreements are limited to providing the required information to the party tasked with monitoring any defaults under the Agreements. 2 Both Regulus Group LLC and Ocwen perform aspects of this servicing criteria. Regulus is responsible for depositing any checks received into the payment deposit account. Ocwen is responsible for other forms of payments, and the sweeping of funds deposited in the payment deposit account to the appropriate deal level custodial bank accounts. 3 Assurant, Inc. and Ocwen each issue checks and maintain unissued checks. Assurant issues checks for the insurance advances, while Ocwen issues all other checks. 4 Ocwen has determined for purposes of assessing the servicing criteria listed in Items 1122(d)(3(i)-(iv) that, pursuant to the Securities and Exchange Commission Telephone Interpretation 11.03, the term "investor" as used in those Items does not pertain to the entity to which Ocwen provides the applicable information (i.e. Master Servicer, Trustee, etc.) and includes certificate and bond holders. Consequently, the information regarding such Items provided herein relates to Ocwen's provision of such information to the entity who ultimately disseminates such information to the investors. 5 Regulus transmits a daily data file that represents payments received for the current day to Ocwen. Ocwen then loads the data file received from Regulus in its servicing system, which then applies the funds in accordance with the terms of the related transaction agreements. 6 Assurant, Inc. and First American Real Estate Solutions of Texas, L.P. ("First American") transmit daily data files for insurance and taxes, respectively, which represent payments received for the current day to Ocwen. Ocwen loads the data files into its servicing system, which records the disbursements in the system and then sends the applicable funds via mail or wire. 7 First American identifies late payments and includes them as part of the daily data transmissions. Ocwen identifies late payments in the data transmissions and credits to the borrower's applicable account on its servicing system. Ocwen also maintains control reports to identify any late payments not identified by First American. 8 First American transmits daily data files that represent disbursements required to be made by Ocwen. Ocwen loads the stat file into its servicing system and records the disbursements on the system.
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EX-33 7 ace07as2_33-5.txt EX-33.5 (logo) REGULUS Report on Assessment of Compliance with Regulation AB Servicing Criteria 1. Pursuant to Subpart 229.1100 - Asset Backed Securities, 17 C.F.R. Sections 229.1100-229.1123 ("Regulation AB"), Regulus Group LLC, for itself and its wholly-owned subsidiaries (individually and collectively "Regulus"), is responsible for assessing its compliance with the servicing criteria applicable to the remittance processing services it provides to customers who are issuers or servicers of asset backed securities transactions and who have requested confirmation of Regulus' compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the "Platform"). Remittance processing is a service whereby check payments that are remitted by mail to a post office box are collected, processed through a highly automated data capture system, and prepared for deposit to a bank account held by the beneficiary of the payment. 2. The servicing criteria set forth in Item 1122(d) of Regulation AB were used in Regulus' assessment of compliance. Regulus has concluded that the servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of Regulation AB are applicable to the servicing activities it performs with respect to the Platform (such criteria the "Applicable Servicing Criteria"). Regulus has concluded that the remainder of the servicing criteria set forth in Item 1122(d) of Regulation AB are inapplicable to the activities it performs with respect to the Platform because Regulus does not participate in the servicing activities referenced by such servicing criteria. 3. As of and for the year ended December 31, 2007, Regulus has complied in all material respects with the Applicable Servicing Criteria set forth in Item 1122(d) of Regulation AB. 4. KPMG LLP, a registered public accounting firm, has issued an attestation report on Regulus' assessment of compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2007. A copy of that attestation report is attached hereto as Exhibit A. /s/ Kimberlee Clark Kimberlee Clark Chief Financial Officer February 15, 2008 860 LATOUR COURT NAPA, CA 94558 TEL: 707.254.4000 FAX: 707.254.4070 REGULUSGROUP.COM Exhibit A (logo) KPMG KPMG LLP 1601 Market Street Philadelphia, PA 19103-2499 Report of Independent Registered Public Accounting Firm The Board of Members Regulus Group LLC: We have examined management's assessment for those customers that management has informed us have requested confirmation of compliance, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria, that Regulus Group LLC complied with the servicing criteria set forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and Exchange Commission's Regulation AB for remittance processing services to those issuers of asset backed securities and servicers of loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the Platform) as of and for the year ended December 31, 2007. Regulus Group LLC has determined that the remainder of the servicing criteria are not applicable to the activities it performs with respect to the Platform as of and for the year ended December 31, 2007. 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 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. 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 February 12, 2008 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-33 8 ace07as2_33-6.txt EX-33.6 (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (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. The Company has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding any publicly issued transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements, or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which Management has determined are not applicable to the activities the Company performs with respect to the Platform ("the Applicable Servicing Criteria"). Period: As of and for the twelve months ended December 31, 2007 (the "Period"). Third parties classified as vendors: With respect to servicing criteria 1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform Commercial Code filing functions required by the servicing criteria ("vendors"). The Company has determined that none of the vendors is a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of 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"). The Company 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 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 provides the following assessment of compliance with respect to 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, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as of and for the Period. 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 Company's assessment of compliance as of and for the Period. WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Brian Bartlett Brian Bartlett Its: Executive Vice President Dated: February 29, 2008 EX-33 9 ace07as2_33-7.txt EX-33.7 (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (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. The Company has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding any publicly issued transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements, or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which Management has determined are not applicable to the activities the Company performs with respect to the Platform ("the Applicable Servicing Criteria"). Period: As of and for the twelve months ended December 31, 2007 (the "Period"). Third parties classified as vendors: With respect to servicing criteria 1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform Commercial Code filing functions required by the servicing criteria ("vendors"). The Company has determined that none of the vendors is a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of 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"). The Company 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 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 provides the following assessment of compliance with respect to 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, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as of and for the Period. 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 Company's assessment of compliance as of and for the Period. WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Brian Bartlett Brian Bartlett Its: Executive Vice President Dated: February 29, 2008 EX-33 10 ace07as2_33-8.txt EX-33.8 (logo) WELLS FARGO Wells Fargo Bank, NA Document Custody 1015 - 10th Avenue SE Minneapolis, MN 55014 ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (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. The Company has determined that the servicing criteria are applicable in regards to the servicing platform as of and 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 and commercial mortgage-backed securities issued on or after January 1, 2006 for which the Company provides document custody services, excluding any publicly issued transactions issued by any government sponsored entity (the "Platform"). Applicable Servicing Criteria: The servicing criteria set forth in Item 1122(d)(1)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii), in regard to the activities performed by the Company with respect to the Platform (the "Applicable Servicing Criteria"). Management of the Company has determined that all other servicing criteria set forth in Item 1122(d) are not applicable to the Platform. Period: As of and for the twelve months ended December 31, 2007 (the "Period"). With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to 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. In performing this assessment, the Company 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 Company's assessment of compliance as of and for the Period. WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Shari Gillund Its: Senior Vice President Dated: February 29, 2008 EX-34 11 ace07as2_34-1.txt EX-34.1 (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 10 Tenth Street, Northwest Suite 1400 Atlanta, GA 30309-3851 Telephone (678) 419 1000 Facsimile (678) 419 1239 www.pwc.com Report of Independent Registered Public Accounting Firm To Shareholders and the Board of Directors of Assurant, Inc.: We have examined American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc. (formerly, "Safeco Financial Institution Solutions, Inc.") (affiliates of Assurant Inc., collectively the "Asserting Party")'s compliance with the servicing criteria set forth in Item 1122(d)(2)(vi), 1122(d)(4)(xi) and 1122(d)(4)(xii) of the Securities and Exchange Commission's Regulation AB for the insurance escrow servicing activities it performs with respect to all mortgage backed securities transactions that were registered after January 1, 2006 with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Platform Transactions") described in the accompanying Management's Report on Assessment of Compliance with 1122(d)(2)(vi), 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB Servicing Criteria, as of December 31, 2007 and for the year then ended, excluding criteria 1122(d)(1)(i) through 1122(d)(1)(iv), 1122(d)(2)(i) through 1122(d)(2)(v), 1122(d)(2)(vii), 1122(d)(3)(i) through 1122(d)(3)(iv), 1122(d)(4)(i) through 1122(d)(4)(x) and 1122(d)(4)(xiii) through 1122(d)(4)(xv), which the Asserting Party has determined are not applicable to the activities performed by it with respect to the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on the Company's compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with 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 applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of 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 applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may (page) 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. Our examination disclosed the following material noncompliance with the servicing criteria set forth in Item 1122(d)(4)(xii) of Regulation AB applicable to the Company during the year ended December 31, 2007. As required by Item 1122(d)(4)(xii) of Regulation AB, any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds are not charged to the obligor, unless the late payment was due to the obligor's error or omission. The Asserting Party did not have, during the Reporting Period, sufficient policies and procedures to capture the information with respect to the Platform Transactions necessary to determine compliance with 1122(d)(4)(xii) In our opinion, except for the material noncompliance described in the preceding paragraph, the Asserting Party complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2007 for the Platform, in all material respects. /s/ PriceWaterhouseCoopers LLP February 19, 2008 EX-34 12 ace07as2_34-2.txt EX-34.2 (logo) KPMG LLP 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 Americas (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 (page) (logo) KPMG LLP 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. 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 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-34 13 ace07as2_34-3.txt EX-34.3 (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 2001 Ross Avenue, Suite 1800 Dallas TX 75201-2997 Telephone (214) 999 1400 Facsimile (214) 754 7991 Report of Independent Registered Public Accounting Firm To the Board of Directors of The First American Corporation: We have examined management's assertion, included in the accompanying Report on Assessment of Compliance, that First American Real Estate Solutions of Texas, L.P. (the "Company" and an indirect subsidiary of The First American Corporation) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for all loans for residential and commercial mortgage loan outsourcing customers for which the Company served as the residential and commercial tax service provider (the "Platform"), as of December 31, 2007 and for the year then ended, excluding criteria 1122(d)(1)(i)-(iii), 1122(d)(2)(i)-(iv), 1122(d)(3)(i)-(iv), 1122(d)(4)(i)-(x) and 1122(d)(4)(xiv)-(xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Management's assertion identifies the individual securities 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 based on our examination. Our examination was conducted in accordance with 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 applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected securities that comprise the Platform, testing of 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 applicable servicing criteria. Our procedures were limited to the selected transactions and the servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred 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. 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 all loans for residential and commercial mortgage loan outsourcing customers for which the Company served as the residential and commercial tax service provider is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP February 12, 2008 EX-34 14 ace07as2_34-4.txt EX-34.4 (logo) Crowe Crowe Chizek and Company LLC Member Horwath International REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Audit Committee Ocwen Loan Servicing, LLC West Palm Beach, Florida We have examined management's assertion, included in the accompanying report "Certification Regarding Compliance with Applicable Servicing Criteria", that Ocwen Loan Servicing, LLC (the Company) complied with the servicing criteria set forth in Item 1122(d) of the U.S. Securities and Exchange Commission's Regulation AB for the Residential Mortgage Loans Platform (the "Platform") as of and for the year ended December 31, 2007, excluding criteria 1122(1)(iii) and 1122(4)(xv), which management has determined are not applicable to the activities performed by the Company with respect to the Platform. The Platform consists of the asset-backed transactions and securities defined by management in Appendix B of Management's Report. Management is responsible for the Company's compliance with those minimum servicing standards. 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 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 for the Platform and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities constituting the Platform and evaluating whether the Company performed servicing activities related to those transactions and securities in compliance with the applicable servicing criteria for the period covered by this report. Accordingly, our testing may not have included servicing activities related to each asset-backed transaction or security constituting the Platform. Further, our examination was not designed to detect material noncompliance that may have occurred prior to the period covered by this report and that may have affected the Company's servicing activities 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 applicable servicing criteria. In our opinion, management's assertion referred to above is fairly stated, in all material respects, based on the aforementioned applicable servicing criteria. /s/ Crowe Chizek and Company LLC Crowe Chizek and Company LLC Fort Lauderdale, Florida March 6, 2008 EX-34 15 ace07as2_34-5.txt EX-34.5 (logo) KPMG KPMG LLP 1601 Market Street Philadelphia, PA 19103-2499 Report of Independent Registered Public Accounting Firm The Board of Members Regulus Group LLC: We have examined management's assessment for those customers that management has informed us have requested confirmation of compliance, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria, that Regulus Group LLC complied with the servicing criteria set forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and Exchange Commission's Regulation AB for remittance processing services to those issuers of asset backed securities and servicers of loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the Platform) as of and for the year ended December 31, 2007. Regulus Group LLC has determined that the remainder of the servicing criteria are not applicable to the activities it performs with respect to the Platform as of and for the year ended December 31, 2007. 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 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. 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 February 12, 2008 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-34 16 ace07as2_34-6.txt EX-34.6 (logo) KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 Report of Independent Registered Public Accounting Firm The Board of Directors The Corporate Trust Services division of Wells Fargo Bank, National Association: We have examined the accompanying management's assertion, that The Corporate Trust Services division of Wells Fargo Bank, National Association (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 initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the Platform), except for servicing criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), 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. 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 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. As described in the accompanying management's Assessment of Compliance With Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), 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 (page) (logo) KPMG 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)(4)(i) 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 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-34 17 ace07as2_34-7.txt EX-34.7 (logo) KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 Report of Independent Registered Public Accounting Firm The Board of Directors The Corporate Trust Services division of Wells Fargo Bank, National Association: We have examined the accompanying management's assertion, that The Corporate Trust Services division of Wells Fargo Bank, National Association (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 initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the Platform), except for servicing criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), 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. 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 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. As described in the accompanying management's Assessment of Compliance With Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), 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 (page) (logo) KPMG 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)(4)(i) 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 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-34 18 ace07as2_34-8.txt EX-34.8 (logo) KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 Report of Independent Registered Public Accounting Firm The Board of Directors The Corporate Trust Services division of Wells Fargo Bank National Association: We have examined the accompanying management's assertion, that The Corporate Trust Services division of Wells Fargo Bank, National Association (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 and commercial mortgage-backed securities issued on or after January 1, 2006 for which the Company provides document custody services, excluding any publicly issued transactions issued by any government sponsored entity (the Platform) as of and for the twelve months ended December 31, 2007. Management has determined that servicing criteria 1122(d)(1)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii) are applicable to the activities it performs with respect to the Platform, and that all other servicing criteria set forth in Item 1122(d) are not applicable to the document custody services provided by the Company 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 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, 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 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. In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria as of and for the period ended December 31, 2007 is fairly stated, in all material respects. /s/ KPMG LLP Chicago, Illinois February 29, 2008 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-35 19 ace07as2_35-1.txt EX-35.1 (logo) OCWEN ANNUAL SERVICER COMPLIANCE STATEMENT PURSUANT TO ITEM 1123 OF REGULATION AB March 7, 2008 RE: ACE 2007-ASAP2 For the fiscal year ended December 31, 2007 (the "Reporting Period"), Ocwen Loan Servicing, LLC ("OLS") furnishes this annual servicer compliance statement pursuant to Item 1123 of Regulation AB, indicating its compliance with the servicing standards of the Securities & Exchange Commission as set forth in Regulation AB, 17 CFR Section 229.1100, et seq., ("Regulation AB"). In this regard, I make the following representations, which are true to the best of my knowledge and belief in all material respects. 1. A review of the servicing activities of OLS during the Reporting Period, and of its performance under the Pooling and Servicing Agreement dated as of May 1, 2007 (the "Agreement"), has been performed under my supervision. 2. To the best of my knowledge, based on this review, OLS has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. By: /s/ Ronald M. Faris Name: Ronald M. Faris Title: President Ocwen Loan Servicing LLC 1661 Worthington Road Suite 100 Centrepark West West Palm Beach, FL 33409 EX-35 20 ace07as2_35-2.txt EX-35.2 (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. Ace Securities Corporation AMACAR GROUP 6525 Morrison Boulevard, Suite 318 Charlotte, NC 28211 RE: Annual Statement as to Compliance The undersigned, a duly authorized officer of Wells Fargo Bank, National Association ("Wells Fargo"), hereby certifies as follows for the calendar year 2007 or applicable portion thereof (the "Reporting Period"): (a) a review of Wells Fargo's activities as Master Servicer and/or Securities Administrator under the servicing agreement(s) listed on Schedule A hereto (the "Servicing Agreement(s)") has been made under my supervision; and (b) to the best of my knowledge, based on such review Wells Fargo has fulfilled all of its obligations under the Servicing Agreement(s) in all material respects throughout the Reporting Period. February 25, 2008 /s/ Kristen Ann Cronin Kristen Ann Cronin Vice President (page) (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. Schedule A List of Servicing Agreement(s) and Series 1 Pooling and Servicing Agreement for PHH Alternative Mortgage Trust, Series 2007-3, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 2 Pooling and Servicing Agreement for ACE Securities Corp. Mortgage Loan Trust, Series 2007-D1, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 3 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 4 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 5 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1 Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 6 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 7 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE4 Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 8 Pooling and Servicing Agreement for Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-3, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 9 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD3, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 10 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 11 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP3, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable (page) (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. 12 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE1 Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 13 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-OP1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 14 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL4, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 15 Pooling and Servicing Agreement for Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-4, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 16 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 17 Pooling and Servicing Agreement for SunTrust Acquisition Closed-End Seconds Trust, Series 2007-1 Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 18 Pooling and Servicing Agreement for Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-1, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 19 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 20 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 21 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE5 Asset Backed Pass-Through Securities, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 22 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2 Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 23 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASL1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 24 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE3, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable (page) (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. 25 Pooling and Servicing Agreement for Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA5, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 26 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-FM2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 27 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-OP2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 28 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 29 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP5, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 30 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC3, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 31 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-FM1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 32 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL3, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 33 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 34 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASL1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 35 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 36 Pooling and Servicing Agreement for Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable (page) (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. 37 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 38 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE4, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 39 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 40 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 41 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-CW1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 42 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 43 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 44 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 45 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable 46 Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL2, Asset Backed Pass-Through Certificates, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, as applicable
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