EX-33.10
Management's Assertion on Compliance with Applicable
Regulation AB Servicing Criteria
1. Midland Mortgage Co. ("Midland"), the Subservicer for MidFirst Bank, the
Servicer, is responsible for assessing compliance with the servicing criteria
applicable to it under paragraph (d) of Item 1122 of Regulation AB, for the
period from September 1, 2007 up to and including December 31, 2007 (the
"Reporting Period"), as set forth in Appendix A hereto. The transactions covered
by this report include outstanding publicly traded asset-backed securities
involving residential mortgage loans for which Midland Mortgage Co. acted as the
subservicer on or after September 1, 2007 (the "Platform"), on behalf of
MidFirst Bank, the servicer, related to the above named security transactions;
2. Midland has engaged certain vendors (the "Vendors") to perform specific,
limited or scripted activities, and Midland 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, except for Midland's hazard insurance Vendor that has provided its own
report on assessment of compliance with the applicable servicing criteria.
Except for Midland's hazard insurance Vendor, Midland has determined its Vendors
are not "servicers" as defined in Item 1101 (j) of Regulation AB and asserts
that it has policies and procedures in place to provide reasonable assurance
that the Vendors' activities comply, in all material respects, with the
servicing criteria applicable to each vendor;
3. Except as set forth in paragraph 4 below, Midland 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 Midland based on the activities it
performs, directly or through its Vendors, with respect to the Platform;
5. Midland 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. Midland 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. Midland 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. NDB Accountants & Consultants LLP, a registered public accounting firm, has
issued an attestation report on Midland's assessment of compliance with the
applicable servicing criteria for the Reporting Period.
February 28, 2008
Midland Mortgage Co.
By: /s/ Chris Wertzberger
Name: Chris Wertzberger
Title: 1st Vice President
(page)
APPENDIX A
SERVICING CRITERIA
Performed Inapplicable
Performed by Vendor Servicing
Reference Criteria by Servicer (1) Criteria (2)
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted X
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
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 an investor are
made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees X^3
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^4
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 Rule 13k-1(b)(1)
of the Securities Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as X
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 are (A) mathematically
accurate; (B) prepared within 30
calendar days after the bank statement
cutoff date, or such other number of days
specified in the transaction agreements;
(C) reviewed and approved by someone
other than the person who prepared the
reconciliation; and (D) contain
explanations for reconciling items.
These reconciling items are resolved
within 90 calendar days of their original
identification, or such other number of
days specified in the transaction
agreements.
SERVICING CRITERIA
Performed Inapplicable
Performed by Vendor Servicing
Reference Criteria by Servicer (1) Criteria (2)
Investor Remittances and Reporting
1122(d)(3)(i) Reports to investors, including those X^5,6
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^6
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^6
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^6
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^7
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.
1122(d)(4)(iii) Any additions, removals or substitutions X
to the asset pool are made, reviewed and
approved in accordance with any conditions
or requirements in the transaction agreements.
1122(d)(4)(iv) Payments on [pool assets], including any X
payoffs, made in accordance with 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 assets] (e.g.,
loan modifications or re-agings) are
made, reviewed and approved by authorized
personnel in accordance with the
transaction agreements and related pool
asset documents.
1122(d)(4)(vii) Loss mitigation or recovery actions X
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted and
concluded in accordance with
the timeframes or other requirements
established by the transaction
agreements.
1122(d)(4)(viii) Records documenting collection efforts X
are maintained during the period a [pool
asset] is delinquent in accordance with
the transaction agreements. Such records
are maintained on at least a monthly
basis, or such other period specified in
the transaction agreements, and describe
the entity's activities in monitoring
delinquent [pool assets] including, for
example, phone calls, letters and
payment rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
illness or unemployment).
SERVICING CRITERIA
Performed Inapplicable
Performed by Vendor Servicing
Reference Criteria by Servicer (1) Criteria (2)
1122(d)(4)(ix) Adjustments to interest rates or rates X
of return for [pool assets] with variable
rates are computed based on the related
[pool asset] documents.
1122(d)(4)(x) Regarding any funds held in trust for X
an obligor (such as escrow accounts): (A)
such funds are analyzed, in accordance
with the obligor's [pool asset] documents,
on at least an annual basis, or such
other period specified in the transaction
agreements; (B) interest on such funds is
paid, or credited, to obligors in
accordance with applicable [pool asset]
documents and state laws; and (C) such
funds are returned to the obligor within
30 calendar days of full repayment of the
related [pool assets], or such other number
of days specified in the transaction
agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor X^8
(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^8
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
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
Regulation AB, is maintained as set
forth in the transaction agreements.
<FN>
1) The activities pertaining to these criteria or portions of these criteria are performed by vendors retained by Midland which
provided a separate assessment of compliance in accordance with Item 1122 of Regulation AB.
2) These criteria are inapplicable to the Servicing Platform as of December 31, 2007 and the Reporting Period since Midland,
directly or through its Vendors, was not required to perform any related activities.
3) Advances to investors for uncollected payments and other certain uncollected fees or penalties are made, reviewed and approved as
specified in the transaction agreements. Under the Security Transaction Agreements, Midland is not required to make any guarantees
regarding collections, cash flows or distributions.
4) The custodial accounts related to the transaction agreements are separately maintained (e g. with respect to commingling of
cash). Under the Security Transaction Agreements, Midland is not required to maintain any cash reserve accounts or accounts
established as a form of overcollateralization.
5) The criterion 1122 (d)(3)(i)(C) is inapplicable to the Platform as of December 31, 2007 and for the Reporting Period based on the
activities performed by Midland.
6) Midland has defined the "Investor" as a party to whom Midland reports and remits under the applicable transaction agreements.
Midland has no responsibility for the transaction waterfall or allocation calculations and payments or individual security holder
records.
7) As it relates to this criterion, Midland is only responsible for collateral security of pool assets if a loan file is requested
from the document custodian. Files are only requested to accommodate certain servicing requirements on delinquent loans or upon loan
liquidation.
8) Midland performs the activities pertaining to these criteria, except for specific, limited activities performed by its tax and/or
hazard insurance vendors. Midland has elected to take responsibility for assessing compliance with these servicing criteria with
respect to the activities of its tax vendor. Midland's hazard insurance vendor has provided its own report on assessment of
compliance with the applicable servicing criterion.
</FN>