Deutsche Bank i] 1761 East St. Andrew Place Senta Ana, CA 92705-4934 Tol 714 247 6000, Fax 714 247 6009 TO: ALL HOLDERS OF RESIDENTIAL MORTGAGE BACKED SECURITIES FOR WHICH DEUTSCHE BANK NATIONAL TRUST COMPANY OR DEUTCHE BANK TRUST COMPANY AMERICAS ACTS AS SECURITIZATION TRUSTEE FROM: DEUTSCHE BANK TRUST NATIONAL TRUST COMPANY, AS TRUSTE DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (the “Trustee”) AND Date: October 25, 2010 Re: Certain Allegations Regarding Loan Servicer Foreclosure Practices As widely reported in the news media, several major U.S. loan servicers reportedly have suspended certain foreclosures in some or al states due to allegations and investigations pertaining to alleged deficiencies in legal documents filed by them in certain foreclosure proceedings (the “Alleged Deficiencies”), The Trustee is aware of these reports and has communicated with loan servicers regarding the matter. Specifically, the Trustee issued, on October 8, 2010, the attached ‘memorandum to all loan servicers for U.S. residential mortgage backed securities trusts for which it acts as Trustee, among other things, demanding that servicers comply with all applicable laws relating to foreclosures. The Trustee also has communicated with certain loan servicers that have announced suspensions of foreclosure activity to request additional information about the portfolios that they service on behalf of the trusts and the extent, if'any, to which such suspensions and the Alleged Deficiencies may affect Toans held by the trusts, trusts typically allow holders of a requisite percentage in principal amount of securities to direct the time, place and manner of any remedial actions by the Trustee, subject to conditions stated in the governing documents. In that regard, any such instructions or other communications concerning these issues should be directed to the ‘Trustee at the following address: Deutsche Bank National ‘Trust Company, as trustee Deutsche Bank Trust Company Americas, as trustee 1761 East St. Andrew Place, Santa Ana, CA 92705-4934 ATIN: David Co, Director ‘Telephone: (714) 247-6272 email: holder.inquiry@db.comDeutsche Bank 1761 East Se. Andrew Place Santa Ana, CA. 92705-4934 ‘Tet: 714.247.8000 Fax: TH4-247-6009 URGENT AND TIME-SENSITIVE MEMORANDUM TO: ‘SECURITIZATION LOAN SERVICERS FROM: DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE DATE: October 8, 2010 RE: Allegations Regarding Certain Servicing Forectosure Procedures Each addressee of this Memorandum (the “Servicers”) services mortgage loans on behalf of one or more securitization trusts (the “Trusts”) for which Deutsche Bank National Trust Company or Deutsche Bank Trust Company Americas (collectively, “Deutsche Bank”) acts as trustee (in such capacity, the “Trustee”). This Memorandum concerns an urgent issue requiring your immediate attention. A copy of this Memorandum and all attachments should be forwarded immediately to your Legal Department or General Counsel’s office. We write to express the Trustee’s serious concern regarding allegations of potential defects in foreclosure practices, procedures and/or documentation used by certain major loan servicers and their agents (collectively, the “Alleged Foreclosure Deficiencies”) that have been the subject of recent media reports. This Memorandum reiterates to all Servicers the importance of their duties and obligations relating to such matters. ‘The pooling and servicing agreements or other governing documents for the Trusts (collectively, the “Governing Documents") provide thatthe Servicer is solely responsible for the performance of ail loan-level remedial collection activity on behalf ofthe beneficiaries of the Trusts, including, without limitation all foreclosure activity and all maintenance and sales of resulting REO propertics. The Governing Documents typically require the Trustee to furnish the Servicer with powers of attorney that allow the Servicer fo sign documents and institute legal actions, including foreclosure proceedings, in the name of the Trustee on behalf ofthe Trusts in connection with these servicing activities. The Governing Documents also provide that the Trustee shall not be responsible for the acts or omissions of the Servicer, including acts or omisstons relating to the use ‘or misuse of such powers of attomey. ‘As the Trustee has advised on more than one occasion, all Servicers and thir agents (including any ‘subservicers, subcontractors and professionals engaged by Servicers and/or by their agents) must, aie omzniosrs02‘Memorandum to Servicers October &, 2010 Page 2 0f 3 conduct all servicing activities, including foreclosure proceedings, in accordance withthe Governing Documents and all applicable laws. Please review again, in particular, the Trustee's memoranda ali Servicers dated August 30,2007 and July 28, 2008 (the “Prior Memoranda”), copies of which are enclosed. Recent media reports suggest the Alleged Foreclosure Deficiencies may include the execution arid filing by certain Servicers and/or their agents of potentially defective documents, possibly containing alleged untrue assertions of fact, in connection with certain foreclosure proceedings. ‘The reported scope of such alleged practices raises the possibility that such documents may have been filed in connection with foreclosure proceedings relating to mortgage loans owned by the ‘Trusts and may have been executed under color of one or more powers of attorney granted to Servicers pursuant to the Governing Documents. Any such actions by a Servicer or its agents ‘would constitute a breach of that Servicer’s obligations under the Governing Documents and applicable law. ight ofthese recent developments, the Trustoe demands that each Servicer (including its agents), > Inform the Trustee of; () any Alleged Foreclosure Deficlencies retating to mortgage loans serviced by the Servicer on behalf of the Trusts; and (ii) any suspensions by the Servicer of foreclosure procecdings relating to mortgage loans serviced by the Servicer on behalf of the Trusts due to any such Alleged Foreclosure Deficiencies. v Cease and desist from taking any unlawful or improper action with respect to the servicing of Trust assets, including, but not limited to, making any false or misleading statements in any filing, notice, document or paper of any kind. > Cease and desist from executing any document on behalf of the Trustee or behalf of any Trust, under any power of attorney or otherwise, unless and until the Servicer and its agents have: (a) verified that all statements in such document are true, complete and correct; and (b) determined that the execution and filing of such document are in full compliance with all applicable laws, rules and regulations, including all applicable rules of court, > Cease and desist from executing any document in a manner that indleates or suggests that the signatory is am officer or employce of the Trustee.' > Require each of its agents to comply with the foregoing demands and all legal requirements applicable to any services that they perform on behalf of the ‘Trusts. Please be advised the Trustee will require each Servicer to indemnify and hold harmless Deutsche Bank, individually and in Its cupacity as Trustee, the Trusts and the Investors in the "Te rnuceent that Servicers erect and le docurent ta a manner tha property describes thee representative copacty war addressed specially inthe Prior Memoranda‘Memorandum to Servicers October 8, 2010 Poge 3 of 3 ‘Trusts from all Hability, loss, cost and expense of any kind (Including attorneys* fees and costs) arising directly or indirectly from any Alleged Foreclosure Deficiencies or from any ‘other alleged acts or omissions of the Servicer andior its agents relating to eny servicing activities in breach or violation of the Governing Documents and/or applicable law, including, ‘without limitation, any liability, oss, east or expense arising from any related legal proceedings and government or regulatory investigations. The cost of any such indemnification and any remedial actions by a Servicer in respect of any Alleged Foreclosure Deficiencies or any other servicing activities in breach or violation of the Governing Docaments and/or applicable law must be pald by the Servicer out ofits own funds and should not be charged by any Servicer against any Trust. The Trustee reserves, and does not ‘waive, any other rights or remedies that it and/or the Trusts may have under the Governing Documents regarding these matters. ‘All correspondence and questions regarding this matter should be directed to David Co, Director, a david.cordb.com or by telephone at (714) 247-6272. ‘Thank you for your cooperation. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee DEUTSCHE BANK TRUST COMPANY AMERICAS, 3 TrusteeDeutsche Bank 1761 Fan Se Antena Suva na, Ch STO ta 420600 Foc NO MEMORANDUM, TO: SECURITIZATION LOAN SERVICERS, FROM: DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE DATE: July 28, 2008 RE:__ Advisory Conceming Servicing Issues Affecting Securitized Housing Assets Each addressee of this Memorandum services mortgage loans on behalf of one or more securitization truss (the “Trusts”) for which Deutsche Bank National Trust Company or Deutsche Bank Trust Company Americas act as trustee (the “Trustee”). This memorandum focuses on certain issues relating to servicing practices that have come to the attention of the Trustee since the issuance of its Memocendum to Securitization Loan ‘Servicers dated August 30, 2007 (the “First Servicer Memorandum”—copy enclosed). Because the issues addressed in the First Servicer Memorandum continue to be relevant in the current servicing environment, the Trustee respectfully requests that all servicers review the First Servicer Memorandum and adhere to the practices that it describes, as, ‘well as those described in this Memorandum, ‘The continued distressed state of residential real estate markets has placed increased: ‘burdens on all parties involved in the loss mitigation process, including servicing personnel, third-party contractors and professionals engaged by servicers, government agencies, and borrowers. In addition, the increased numbers of delinquencies and foreclosures, and resulting financial losses, have led to a climate in which the performance of securitization parties is being scrutinized carcfully by various constituencies. ‘Against this background, the Trustee therefore asks that all servicers servicing loans on bochalf of the Trusts remain particularly mindful ofthe following issues. (1) Foreclosure Procedures: Proof of “Ownership” of Loans. As stated inthe First Servicer Memorandum, servicers must exercise diligence to assure that they conduct all foreclosures and other actions with respect to REO properties (including actions affecting tenants of such properties) in compliance with all federal, state, and local laws, rules, regulations and court procedures. In recent months, it has been reported that the number of contested foreclosure proceedings has substantially increased nationwide, In theSecuritization Servicers July 28, 2008 Page 2 of 4 context ofthese adversarial proceedings, some courts are demanding that the party seeking to foreclose prove “ownership” and other particulars of loans earlier in the proceedings, and with more exacting standards of proof, than has previously been customary. Other courts are evaluating the propriety of various other servicing, foreclosure, and workout practices, Because loan servicers have contractual obligations to handle workouts and foreclosures in compliance with law and in accordance with industry standards, they must make sure that all servicing personnel and professionals handling foreclosures on behalf of the Trusts, including legal counsel retained by servicer fly understand an comply with these changing sands and leg requirements. Failure fo do so may result in servi to the Trusts for losses ‘caused by delays or, in some situations, forfeiture ‘steal In this regard, the ‘Trustee is concerned that servicers make clear to their servicing personnel and other professionals, including legal counsel retained by servicers, that securitization trusts typically become the owners of, and take tile to, mortgage foans at the time the securitization trasts are formed. While the use of powers of attorney to complete recorded chains of title may be appropriate in some circumstances, servicers ‘must take care not to confuse the record regarding the time at whick securitization trusts sctaly first bin gay enforceable ight nie otgage loans. Servicers must nit nel including legal counsel retain 7 tevant cee eas ancient and rite eutedial srctca in afte dealt such aves imely a ner. I 1. servi securitization docoments for each Trust for which they act to explain and, where n ems and the resl in es coverament agenctes, @) Proper Description ofthe Servicer, the Trustee and their Roles in Procecdings. Servicers act for the benefit of the Truss, and in the name of the Trustee, but are not themselves the Trustee. Servicing professionals and other agents engaged by servicers have adopted widely varying approaches to identifying the source of their authority. ‘Some say they represent “the servicer,” others say they represent “the trustee” or “the ‘rust.” and some simply say they represent “the bank” or “the lender.” These disparate practices have caused significant confusion regarding the roles of the parties to securitization transactions. ‘The Trustee believes that all persons retained by the servicer should accurately identify the specific role or capacity in which they are acting. For example, an attorney for a servicer foreclosing on a property mortgaged to a securitization Trust would be less securate inthis respect if he or she claimed to be “{Name}, Attorney for [Name of Trustee].” A more accurate statement would be {Name}, Attorney for (Servicer Name}, Acting for [Name of Trustee] as Trustee of the [Name of Trust)”. In no event should servicer-retained foreclosure professionals, including counsel, mislead third parties, including courts, into believing that the Trustee directly controls the foreclosure provess or any related litigation process. In addition, the “Trustee should never be described as the party who “made” or is in “in the business ofSecuritization Servicers aly 28, 2008 Page 3 of 4 ‘making/securitizing” loans. Such descriptions inaccurately reflect the role of a securitization trustee and may expose the Trusts and the Trustee to unwarranted legal Tiabitity and expense, 3) Maintenance of REO Properties, The Trustee has received a number of inquiries ‘and complaints from government officials and community groups about the physical ‘condition of REO properties. Such inquiries and complaints also are receiving increasing attention from the media, law enforcement agencies, and courts. Under standard documentation, loan servicers at ible for mapagit te maintenance of REO properties. Failure to fulfill these responsibilities may expose the Trusts to financial losses, potentially depressing the value of Trust property and exposing the ‘Trusts to legal and financial tiability. Because title to REO properties typically includes the name of the Trustee institution, these feilures also expose the Trustee to legal claims and reputational harm. To protect against such consequences, which are likely to give rise to indemnification claims against servicers, the Trustee urges servicers to exercise heightened diligence with respect to REO maintenance and disposition. In addition, we urge Servicers to engage property managers wio will take proactive steps to protect REO ‘Properties, especially when they are vacant for extended periods of time. (4) Tracking and Engaging in Poblic-Private Initiatives. The Trustce urges servicers to stay abreast of and, where appropriate, participate in, govemmental policy discussions and rule-making processes that may affect servicing activities. Given the widespread rmisunderstanding of how securitization transactions work, servicers, trustees, and other financial institutions involved in the administration of securitization transactions should seek to educate others appropriately about the rights and responsibilities ofthe partes to these transactions. Without adequate understanding and sensitivity to these issues, officials may adopt rules or policies that adversely affect the interests of securitization investors. Active participation in government-industry discussions of these issues may help avert such outcomes. Shortly after the issuance ofthe First Servicer Memorandum, federal and state banking regulators ised their “Statement on Loss Mitigation Strategies for Servicers of Residential Mortgages.” In addition, in December 2007, the American Securitization Forum, in consultation with U.S. Treasury officials, promulgated the “Streamlined Foreclosure and Loss Avoidance Framework for Securitized Subprime ‘Adjustable Rate Mortgage Loans.” Both of these documents reflect the kind of careful balancing of policy objectives and contract rights that can be achieved by engaging in responsible substantive discussions with affected constituencies. In addition, the Trustee urges servicers to exercise diligence and, whete appropriate, involve or cooperate with law enforeement agencies regarding a variety of unethical and, in some cases, illegal real estate transaction schemes targeting distressed borrowers. In particular, servicers should be on the lookout for third parties who: (a) seek private data concerning borrowers, loans of loan portfolios without proper authorization or (b) purport to act based on an asserted affiliation or association with the servicer, the Trustee or the Trusts. Such practices may subject borrowers, servicers, the Trustee and the Trusts to financial and reputational harm‘Sceuritization Servicers July 28, 2008 Page 4 of 4 ‘The Trustee believes that adherence to the foregoing recommendations on a consistent basis will not only protect the interests of investors, but benefit al constituencies by minimizing misunderstandings that impede timely and fair resolution of foreclosure raters. ‘Thank you for your cooperation, DEUTSCHE BANK NATIONAL TRUST COMPANY, 2s Trustee DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeDeutsche Bank 70 Eas 8. Andro Pace Sorts Ane, CA Sohne tw 1424 50 Fax Fazer 8 MEMORANDUM. TO: SECURITIZATION LOAN SERVICERS FROM: DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE DATE: August 30, 2007 RE; Compliance Witn Lawa, Rules and Regulations In Connection With Foreclosures On Seourtized Assets: Attentiveness fo Certain Community ‘and Governmental Goncems; Proper Description Of Legal Capacities Each of the addressees of this memorandum services mortgage loans on behalf of one o more securitization trusts (the “Trusts") for which Deutsche Bank National Trust Company ¢(*DBNTC”) or Deutsche Bank Trust Company Americas ("DBTCA”) act as trustee (the “Trustee") ‘As you are no doube aware, due to current real estate market conditions the number of foniclosures and REO properties resulting ffors foreclosures on socuritized mortgage ‘oeas is rising sharply. Inthe case of properties that contain reatal units, foreclosure ‘ct vities sometimes result in eviction of existing tenants, who may otherwise lawfully ‘occupy some or all of the premises. Such evictions are drawing atention and policy responses from public officals and community organizations, who are expressing corcems about the significant hardship being imposed on tenants, including low-income families, who may be dislocated in the mortgage foreclosure provess and about the potential deterioration of neighborhoods surrounding vacant properties, InSight of those developments, the Trastoe respectfully roquests that all servicers servicing loans on behalf of the Trost 2) Exercise diligence to assure that al foreclosures and all ections with respect to REO properties (inclading actions affecting tenants on such properties) are conducted in ‘cornpliance with all federal, state and local rales and regulations, particlarly those relating to furnishing timely notices to affected partes; ) Consider developing working relationships with local housing officials and spproprinte community organizations to address public concems regarding foreclosure ad eviction proceedings tat might otherwise ead to public responses that might impede‘Securitization Servicers Page 2 of 2 the realization of value on the Trusts mortgage loans and REO properties. Such reletionshigs may result in creative solutions (including, where appropriate, consideration of sles of REO properties to non-profit ox government sponsored organizations) that reduce the impact of foreclosures on neighbo:hoods, enhancing the value of Trust assets; ©) To the extent permitted by applicable securitizmtion documents, exercise soune discretion in evaluating whether or not eviction of tenants otherwise lawfully occupying. ‘Trust REO properties will maximize the realization of value on Trust assets; ifeviction ‘ill not enbance the marketability or resale value of Trust REO properties, maintaining oecapaney may preserve affected uelphborhonts and thereby sppar the vale of REO Property; an 4) tall tines property identify your representative capacity, as servicer, and DBNTC's or DBTCA’s capacity “as Trusiee of [insert name of relevant Trust” in ell notices, plesdings, correspondence or other documents relating to the mortgage loans, REO properties and other Trust assets, Title to properties sould never be eld, and notices ‘onzerning properties should never be issued, in DBNTC's or DBTCA's name without identification of our trustee capacity. ‘We betieve that these “good housekeeping” principles can help create a“Swin-win” situation for investors and communities, and provide a model for harmonizing corporate responstbilty with our legal duty to protect the interests of secusities investors. ‘Aftcativeness to governmental and community concems about the impacts of foreclosure and eviction activities on neighborhoods promotes heaithy, stable communities and may maximize the value of Trust assets in those neighborboods and reduce remedial costs. ‘This approach i aso consistent with the federal financial institutions regulatory agescies’ Aprit 18, 2007, Statement on Working with Mortgage Borrowers:! ‘The federal financial institutions regulatory agencies encourage financial {institutions to work constructively with residential borrowers who are financially ‘unable to make their contractual payment obligations on their home loans, Prudent workout arrangements that are consistent with safe and sound lending, practices are generally in the long-term best interest of both the financial Institution and the borrower. In crder to help facithate implementation ofthis approach, the Trustee is prepared to ‘panicipate with servicers in ongoing public dialogue witb public officials and ‘community groups in an effort to address the concems that they have raised. ‘Thmk you for your cooperation. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee "Tas federal noaionsrpultor agrases ete Bourdof overeat of the Federal Reserve ‘Syetem, the Fedaral Deposit Insurance Corponon (he National Creat Union Admialsralon, the Of oftte Compl ofthe Curency, abc ths Otis of Ta Supervshn.CCaleulated Risk: U.S. Bank v hanez: More fun with forelosuces S fe Somes ots sdemanaiese U.S. Bank v. 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