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4 . AFFIDAVIT OF PRIVATE
5 INVESTIGATOR WILLIAM J.
6 PAATALO
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14 STATE OF MONTANA
COUNTY OF STILLWATER
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16 BEFORE ME this day personally appeared William J. Paatalo, who, being first
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duly sworn and taking an oath, hereby certify as follows:
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19 1. I am an Oregon licensed private investigator under ORS 703.430, and
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have met the necessary requirements under ORS 703.415. My Oregon PSID number is
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22 49411.
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2. I am over the age of eighteen years, am of sound mind, having never been
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25 convicted of a felony or a crime or moral turpitude. I am competent in all respects to

26 make this Affidavit. I have personal knowledge of the matters declared herein, and if
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called to testify, I could and would competently testify thereto.
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1. Affidavit of William J. Paatalo

 1 3. I have 17 years combined experience in law enforcement and the

2 mortgage industry. My Resume (“CV”) is attached as “Exhibit 1.”

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4. I have worked exclusively over the last 6 - years investigating foreclosure
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5 fraud, chain of title, and issues related to the securitization of residential and
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commercial mortgage loans, and have spent nearly 10,000 hours conducting
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8 investigatory research specifically related to mortgage securitization and chain of title
9 analysis.
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5. I have performed such analyses for residential real estate located in many
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12 states, including but not limited to, Washington, Oregon, California, Arizona, Nevada,
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Florida, Ohio, Texas, Montana, New Jersey, and several other states.
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15 6. As of this date, I have conducted close to 900 investigations in this area.
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7. As a result of my education and experience I am familiar with and have
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18 sufficient training and expertise to qualify as an expert, and I have testified as an

19 expert in state and federal judicial proceedings in various jurisdictions throughout the
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United States.
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22 8. Most recently, I was admitted to testify at trial as an expert witness on
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February 25, 2015 in the following California Federal Bankruptcy case:
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25 Rivera v. Deutsche Bank National Trust Company, U.S. BK Court, Northern CA – Oakland – Case
26 No. 14-54193-MEH-13.
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28 9. My specific areas of expertise that have been deemed qualified by the

2. Affidavit of William J. Paatalo

 1 courts are as follows:

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3  Knowledge of the “Pooling & Servicing Agreements” and various Securities &

4 Exchange Commission (SEC) filings associated with mortgage-backed

5 securitized trusts.
6  Specific language in the PSA’s and Prospectus / Prospectus Supplements
7 involving securitization participants, key dates, “Servicer Advances,” sources of
8 third-party payments, and transfer and conveyancing requirements to name a
9 few.
10  Knowledge and use of ABSNet, and the interpretation of its internal accounting
11 data showing “advance payments” made to the certificateholders / investors, as
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well as other information specific to accounting, chain of title, and other aspects
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of securitization.
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 Chain of Title analyses based upon publicly recorded documents, documents
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produced in discovery, and documents attached as exhibits to foreclosure
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complaints. Documents typically include mortgages, deeds of trust, assignments,
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18 notes, and allonges; in addition to documents filed under penalty of perjury with

19 the SEC.

20 10. My securitization and chain of title analysis here is factual, and not
21 considered scientific in nature.
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11. In developing the opinions in this declaration, I relied upon documents
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24 filed under penalty of perjury with the U.S. Securities & Exchange Commission
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(SEC), publicly recorded documents, online governmental sources, and data using
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27 “MBS Data;” a globally recognized software program used by institutional investors in
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3. Affidavit of William J. Paatalo

 1 mortgage-backed securities. “MBS Data” requires an annual subscription fee of up to

2 $75,000.00, and is not a resource readily available to the general public. In fact,
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homeowners cannot access MBS Data without going through a professional source
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5 such as myself.
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12. I have been retained as an expert by Valerie Lopez and through her
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8 counsel in the above referenced action to review the chain of title, as well as the
9 securitization and internal accounting of the subject Deed of Trust and Note. I was
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asked to point out any discrepancies or issues of fact regarding the chain of title and
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12 the securitization /accounting of the note / debt.
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13. The following documents were inspected and/ or marked as
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15 exhibits:
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17  Link to the “Pooling & Servicing Agreement” for CHL Mortgage Pass-Through
Trust 2005-31 filed publicly with the Securities & Exchange Commission on
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1/13/2006:
19 http://www.secinfo.com/drjtj.vBb.d.htm#1stPage
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21  Link to the “424(B)(5) Prospectus Supplement” for CHL Mortgage Pass
22 Through Trust 2005-31 filed publicly with the Securities & Exchange Commission on
12/28/2005:
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24
http://www.secinfo.com/dsvRu.zcz4.htm#1stPage
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26 Exhibit 2 – Lopez Deed of Trust
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Exhibit 3 – Final Judgment – BofA v. Nash
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4. Affidavit of William J. Paatalo

 1 Exhibit 4 – Adjustable Rate Note – POC – 11/17/2010

2 Exhibit 5 – Adjustable Rate Note – Lift of Stay – 11/12/2014

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Exhibit 6 – Assignment of Deed of Trust
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5 Exhibit 7 – Lopez Loan Level Data – MBSData – CHL 2005-31
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7 Exhibit 8 – Trial Transcript – BoNY Mellon v. Didrick

8 Exhibit 9 – Servicer Screenshot Re: Note – Didrick Case

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Exhibit 10 – “LinkedIn” resume – “David Spector”
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11 14. Having conducted my investigation, my professional opinions are as
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follows:
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14 a. The originating “lender” on the Lopez Deed of Trust, “America’s
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Wholesale Lender – a corporation organized and existing under the laws of New
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17 York,” did not exist on October 26, 2005, and was never formed as a corporation in the
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State of New York.
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20 b. The chain of title is clouded and defective for numerous reasons outlined
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below.
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23 c. Two different versions of the “original” Note were provided in the Lopez

24 bankruptcy case in 2010 and 2014. The Note submitted with the “Proof of Claim”
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(POC) on 11/17/2010 contained no endorsement(s) and/or Allonge(s). The Note
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27 submitted in the “Lift of Stay” motion on 11/12/2014 bears a “blank endorsement” by
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5. Affidavit of William J. Paatalo

 1 “David A. Spector – Managing Director – Countrywide Home Loans, Inc., a New York

2 Corporation doing business as America’s Wholesale Lender.” This endorsement does

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not match the named lender on the Note, and its appearance on the Note after the POC
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5 in 2010 strongly suggests that the Note not only failed in its transfer to the trust, but
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the endorsement itself is likely a forgery due to David Spector’s departure from
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8 Countrywide in 2006. And,
9 d. The internal trust data shows significant discrepancies in the amounts
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claimed as owed in both the “Proof of Claim” (POC) filed in 2010 and the subsequent
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12 “Lift of Stay” filed in 2014. The data reveals no arrearages were owed to the investors
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as stated in these bankruptcy filings, as undisclosed third-parties were making full
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15 principal and interest payments on the alleged Lopez loan / debt to the investors of the
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CHL Mortgage Pass-Through Trust 2005-31 (CHL 2005-31) right up to the point of
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18 the foreclosure sale.

19 EVIDENCE IN SUPPORT OF OPINIONS

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“AMERICA’S WHOLESALE LENDER”
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22 15.Attached as Exhibit 2 is the Lopez Deed of Trust (DOT) dated
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October 26, 2005 naming the lender as “America’s Wholesale Lender – a corporation
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25 organized and existing under the laws of New York.” MERS is named as the
26 beneficiary, “acting solely as a nominee for Lender and Lender’s successor and
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assigns.”
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6. Affidavit of William J. Paatalo

 1 16.Attached as Exhibit 3 is a copy of a “Final Judgment” entered on

2 October 16, 2014 in the case captioned as “Bank of America, N.A., Successor By
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Merger To BAC Home Loans Servicing, LP, FKA Countrywide Home Loans Servicing,
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5 LP v. Linda A. Nash, In The Circuit Court Of The Eighteenth Judicial Circuit, In And
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For Seminole County, Florida, Case No. 59-2011-CA-004389.
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8 17.The Final Judgment states on page 2, ¶9(b.),
9 “The Court finds that:
10 b.) The Note and Mortgage are void because the alleged Lender, America’s Wholesale
11 Lender, stated to be a New York Corporation, was not in fact incorporated in the year
12 2005 or subsequently, at any time, by either Countrywide Home Loans, or Bank of
America, or any of their related corporate entities or agents.”
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14 18. A second Florida Circuit Court also dismissed a foreclosure case
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involving America’s Wholesale Lender, finding that AWL did not exist; did not assign
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17 the mortgage; was not a licensed mortgage lender in Florida in 2005 or thereafter; and
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did not have authority to do business in Florida under F.S. 607.1506. See: U.S. Bank,
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20 National Association, as Trustee for the Holders of CSFB ARMT 2005-6A v. Dimant,
21 Florida 19th Judicial Circuit (St. Lucie County) Case No. 2013-CA-001130.
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FAULTY ASSIGNMENT
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24 19.Attached as Exhibit 6 is the only assignment in the public records for
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the Lopez DOT which shows the following:
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27 Assignment – October 11, 2010
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7. Affidavit of William J. Paatalo

 1 Assignor: Mortgage Electronic Systems, Inc. (MERS)
Assignee: The Bank of New York Mellon FKA The Bank of New York as Trustee for
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the Certificateholders CWMBS, Inc. CHL Mortgage Pass-Through Trust 2005-31
3 Mortgage Pass-Through Certificates, Series 2005-31
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5 20.This assignment represents serious defects and breaks in the chain of
6 title. I went to the public website for the U.S. Securities & Exchange Commission
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(SEC) and located the “Pooling & Servicing Agreement” (PSA) and 424(b)(5)
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9 Prospectus Supplement filed under penalty of perjury for the CHL Mortgage Pass-
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Through Trust 2005-31 (links provided above.) According to the SEC filings, the
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12 “Closing Date” for the Trust was “on or about December 28, 2005.”
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21.According to the Trust’s Prospectus Supplement on p. S-4 & S-5,
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15 the Trust’s summary and participants are identified as follows:

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17 Closing Date

18 On or about December 28, 2005.

19 Sellers
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Countrywide Home Loans, Inc. will be the seller of a portion of the mortgage
21 loans. The remainder of the mortgage loans will be sold directly to the
22 depositor by one or more special purpose entities that were established by
Countrywide Financial Corporation or one of its subsidiaries, which, in turn, acquired
23 those mortgage loans directly from Countrywide Home Loans, Inc.
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Depositor
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26 CWMBS, Inc. is a limited purpose finance subsidiary of Countrywide Financial
Corporation.
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28 Trustee

8. Affidavit of William J. Paatalo

 1 The Bank of New York.

2 Master Servicer
3 Countrywide Home Loans Servicing LP.
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5 22.According to this Prospectus filing, the following representation and

6 warranty was made to the investors on P. S-65:

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8 Assignment of The Mortgage Loans
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Pursuant to the pooling and servicing agreement, on the closing date,
10 the depositor will sell, transfer, assign, set over and otherwise convey without
11 recourse to the Trustee in trust for the benefit of the certificate holders all
right, title and interest of the depositor in and to each Mortgage Loan and all
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right, title and interest in and to all other assets included in CHL Mortgage
13 Pass-Through Trust 2005-31, including all principal and interest received on or
14 with respect to the Mortgage Loans, but not any principal and interest due on or
before the cut-off date.
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16 23.Also, according to the Trust’s “Pooling & Servicing Agreement”
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(PSA), the following representation was made to the investors on P.II-1:
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19 SECTION 2.01. Conveyance of Mortgage Loans.
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(a) Each Seller, concurrently with the execution and delivery of this Agreement,
21 hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor,
22 without recourse, all its respective right, title and interest in and to the related
Mortgage Loans, including all interest and principal received or receivable by such
23 Selle[r,]
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(b) Immediately upon the conveyance of the Mortgage Loans referred to in
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clause (a), the Depositor sells, transfers, assigns, sets over and otherwise
26 conveys to the Trustee for the benefit of the Certificateholders, without
27 recourse, all the right, title and interest of the Depositor in and to the
Trust Fund together with the Depositor's right to require each Seller to cure
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9. Affidavit of William J. Paatalo

 1 any breach of a representation or warranty made in this Agreement by such
Seller or to repurchase or substitute for any affected Mortgage Loan in
2 accordance herewith.
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(c) In connection with the transfer and assignment set forth in clause (b) above, the
4 Depositor has delivered or caused to be delivered to the Trustee (or in the case of the
5 Delay Delivery Mortgage Loans, will deliver or come to be delivered to the Trustee,
6 within thirty (30) days following the Closing Date) for the benefit of the
Certificateholders the following documents or instruments with respect to each
7 Mortgage Loan so assigned:
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(i) (A) the original Mortgage Note endorsed by manual or facsimile signature in
9 blank in the following form: "Pay to the order of ____________ without recourse,"
10 with all intervening endorsements showing a complete chain of endorsement from the
originator to the Person endorsing the Mortgage Note (each such endorsement being
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sufficient to transfer all right, title and interest of the party so endorsing, as noteholder
12 or assignee thereof, in and to that Mortgage Note);
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24.These transactions did not occur as represented and warrantied to the
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15 investors, and as evidenced by the assignment and Note(s) in this case. Issues related
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to the Note(s) will be addressed further below.
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18 25. Over the course of the last 6+ years investigating securitization cases

19 involving “Countrywide,” an abundance of information continues to be amassed in the

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public domain, which in addition to evidence I have personally reviewed in hundreds
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22 of cases, support my overall opinions in this matter.
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26.Missing in the chain of title is the “Seller – Countrywide Home Loans,
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25 Inc.” (CWHL) and the “Depositor - CWMBS, Inc.” CWMBS, Inc. was required to sell
26 the subject loan to the issuing entity Trust after first acquiring the loan in a purchase
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from CWHL. Nowhere does the Trust’s governing instrument (PSA) contemplate, or
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10. Affidavit of William J. Paatalo

 1 even allow, for MERS to transfer the subject loan as agent for the non-existent entity

2 (AWL) directly to the issuing entity Trust years after the Trust’s “Closing Date.”
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27.MERS even admits in its own “Procedures Manual” dated June 14,
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5 2010 (Exhibit 11, p.2),
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“Although MERS tracks changes in ownership of the beneficial rights for loans
7 registered on the MERS System, MERS cannot transfer the beneficial rights to the
8 debt. The debt can only be transferred by properly endorsing the promissory note to
the transferee.”
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10 28.The assignment shows MERS transferring beneficial interest of the
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debt in direct contravention of its own policy. This leads me to the issues surrounding
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13 the Note(s).
14 TWO VERSIONS OF THE “ORIGINAL NOTE.”
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29. Attached as Exhibit 4 is a copy of the alleged Lopez “Adjustable
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17 Rate Note” that was submitted with the POC in the Lopez bankruptcy case on
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11/17/2010 (U.S. BK, ND CA, Case No. 8:10-bk-22755-CB). The Note states on P.1,
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20 “THIS IS CERTIFIED TO BE A TRUE AND EXACT COPY OF THE ORIGINAL
21 DOCUMENT.” The Note contains no endorsements and/or allonge(s).
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23 30. Attached as Exhibit 5 is a copy of the alleged Lopez “Adjustable

24 Rate Note” submitted into the same case on 11/12/2014 as an exhibit to a “Motion to
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Lift Stay.” This version of the Note contains no certification, but this time bears an
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27 endorsement “in blank” on P.4 as follows:
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11. Affidavit of William J. Paatalo

 1 PAY TO THE ORDER OF

2 ______________
3 WITHOUT RECOURSE
Countrywide Home Loans, Inc. a New York Corporation
4 Doing Business as America’s Wholesale Lender
5
6 BY_______________
David A. Spector
7 Managing Director
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31. I have conducted formal investigations in nearly one hundred
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10 cases involving the alleged securitization of Countrywide loans, and the note
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endorsement practices by the servicers for these loans. In the cases I have investigated,
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13 an almost universal fact pattern exists whereby the notes being presented into court
14 proceedings are computer copies prepared with necessary endorsements and/or
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allonge(s) at or near the time of litigation.
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17 32.It is also common for multiple variations of the “original” notes to
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appear in different proceedings; raising doubt as to which version (if any) is an
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20 original.
21 33. Case in point,
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THE BANK OF NEW YORK MELLON AS TRUSTEE FOR THE·CHL MORTGAGE PASS-
23 THROUGH TRUST 2004-7,·vs. DOUGLAS DIDRICK,, Twentieth Judicial Circuit, Collier County,
24 Florida,,Case No.:12-003870-CA.

25 I conducted an investigation in this case and attended the trial on 06/16/2014.

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34. As in this case, the Plaintiff was a Countrywide securitization trust
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12. Affidavit of William J. Paatalo

 1 that claimed to own the note and mortgage originated in 2004. The Plaintiff filed a

2 foreclosure complaint in April 2009 and submitted a copy of the note that was certified
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to the court as being the “original.” That note had no endorsements. When challenged
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5 on this fact, the Plaintiff voluntarily dismissed the case.
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35. In 2012, a new complaint was filed by the same Plaintiff with a new
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8 certified version of the “original” note. This time, the note was bearing an endorsement
9 “in blank” by “David Spector – Managing Director – Countrywide Home Loans, Inc.”
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36. Plaintiff’s witness provided a servicing records “screenshot” (Exhibit
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12 9) regarding the subject note that showed it had likely been destroyed, and that an
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endorsement was placed upon a “photocopy” on May 30, 2012 just prior to the filing
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15 of the new complaint.
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37. During the trial, the Plaintiff’s witness testified that the endorsed note
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18 was the “original” in spite of acknowledging (a) there was a different “original note”

19 filed in 2009 (Exhibit.9, P. 71), (b) she did not know if the “original note” had been
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destroyed according to her own exhibit, and (c) she did not know whether the
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22 information in her own exhibit meant that a photocopy of the note had been endorsed
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on May 30, 2012 prior to the filing of the complaint. (Exhibit.9, Pgs. 68-69)
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25 38. The evidence in the Didrick case clearly showed that the note had
26 been endorsed by “David Spector” at some point in time between 2009 and 2012
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which was impossible. David Spector left Countrywide in 2006 per his own social
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13. Affidavit of William J. Paatalo

 1 media resume (Exhibit 10) (See also: Allstate v. Countrywide Financial Corp. et al,

2 USDC, So. Dist. NY, 10-CIV 9591.)

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39. These facts align with the present case. Evidence shows that the
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5 Lopez Note was endorsed by David Spector at some point between 11/17/2010 and
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11/12/2014. Thus it is my opinion that the Lopez Note bearing the Spector
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8 endorsement is a forgery.
9 40. In addition, the endorsement does not match the named lender
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“America’s Wholesale Lender” on the face of the note and deed of trust. The
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12 endorsement states this name was a “dba” and that Countrywide Home Loans, Inc. was
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the lender. This is further evidence that the actual lender was not named on the
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15 contracts or disclosed to the borrower.
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INTERNAL TRUST ACCOUNTING DATA
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18 41. I ran a securitization search for the subject loan using MBSData. I

19 have attached current internal loan level data of what appears to be the Lopez loan/debt
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within the Trust as Exhibit 7.
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22 42. It should be noted that the presence of the loan data within the Trust
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only proves an intent to have securitized the debt. It does not prove ownership of the
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25 Lopez Note and DOT.
26 43. According to the loan level data, the subject loan / debt at the time
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14. Affidavit of William J. Paatalo

 1 of the POC on 11/17/2010 showed a “Scheduled Balance to Investors” at

2 “$663,717.11” (Exhibit 7, P.3). This amount was $95,582.79 less than the POC claim
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of “$759,279.70.”
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5 44. In the “Lift of Stay” motion filed on 11/12/2014, the trust declared a
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“Total Claim Amount - $839,528.62.” However, the internal trust data shows the
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8 “Scheduled Balance to Investors” at this time was “$588,479.10” which was
9 $251,049.52 less than amount claimed as owed (Exhibit 7, P.4). The data shows that
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the debt balance had declined over this four-year time period.
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12 45. The data also shows that the subject loan stopped reporting within the
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trust in September 2015 with a balance owed to the investors at that time of
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15 “$572,999.80” (Exhibit 7, P.5). Again, the debt balance was in decline.
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46. What this data means is, the servicer / or master servicer had been
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18 making all of the alleged payments that were “due” each month to the investors on

19 behalf of the borrower, and this fact has never been disclosed.
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47. Thus, it is my expert opinion that the alleged investors were
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22 receiving, and continued to receive, all payments “due” on the Lopez loan / debt right
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up to the foreclosure sale on August 18, 2015, and thus had no reason to “cry foul” by
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25 declaring a default and conducting said sale.
26 48. Having investigated this specific fact pattern in hundreds of cases
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15. Affidavit of William J. Paatalo

 1 throughout the United States, it is common for the trustees and servicers to hide and

2 conceal the full and complete accounting of these securitized debts, which often show
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the debts having been fully or partially “paid off” or extinguished due to various forms
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5 of credit enhancements and insurance.
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49. Specific discovery is needed to determine the source(s) of all
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8 payments made on the subject loan / debt, and whether the source(s) of the payments
9 had any contractual connection to the borrower(s) and the subject Deed of Trust.
10
50. In addition, discovery needs to be conducted to determine why the
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12 Trustee representing the investors declared a default on behalf of the investors, when
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the evidence shows no arrears were due to said investors.
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15 51. For the reasons outlined above, I reaffirm my opinions as outlined in
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¶14(a-d) above.
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19 Further affiant sayeth not.
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21
22 By:___________________________
23 William J. Paatalo

24
SWORN TO AND SUBSCRIBED before me on this 27th day of
25 June, 2016 by William J. Paatalo, who produced the following
26 identification:______________________________ and who took an oath.
27 ____________________________
28 My commission expires: Notary Public – State of Montana

16. Affidavit of William J. Paatalo

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17. Affidavit of William J. Paatalo