Two
World Financial Center, Building B, 21st
Floor, New
York, New York
10281
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
telephone number, including area code, is (212) 667-9300.
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01
Entry into a Material Definitive Agreement
Amendment
to Pooling and Servicing Agreement
On
July10, 2007, a series of certificates, entitled Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series 2007-3, Mortgage Pass-Through
Certificates (the “Certificates”), were issued pursuant to a pooling and
servicing agreement, dated as of June 1, 2007 (the “Agreement”), among Nomura
Asset Acceptance Corporation, as depositor (the “Depositor”), Nomura Credit
& Capital, Inc., as sponsor (the “Sponsor”), Wells Fargo Bank, National
Association, as Master Servicer and securities administrator (the “Master
Servicer and Securities Administrator”), GMAC Mortgage, LLC, as a servicer
(“GMAC”) and HSBC Bank USA, National Association, as trustee (the “Trustee”),
which Agreement was the subject of, and exhibit to a Form 8-K filed with the
United States Securities and Exchange Commission on August 3, 2007.
The
Sponsor, as owner of the Mortgage Loans sold to the trust fund, retained certain
rights relating to the servicing of the Mortgage Loans, including the right
to
terminate and replace GMAC at any time, without cause. As of August1, 2007, the Sponsor sold the servicing rights with respect to the Mortgage
Loans (the “Transferred Mortgage Loans”) to Wells Fargo Bank, National
Association (“Wells Fargo”). As a result, the Depositor, the Sponsor,
the Master Servicer and Securities Administrator, Wells Fargo and the Trustee
entered into a Servicer Appointment, Assumption and Amendment Agreement to
the
Agreement (the “Amendment”), dated as of August 1, 2007 attached hereto as
Exhibit 4.1. The Amendment reflects the appointment of Wells Fargo as
the successor servicer of the Transferred Mortgage Loans.
Item
6.02
Change of Servicer or Trustee
The
Sponsor, as owner of the Mortgage Loans sold to the trust fund, retained certain
rights relating to the servicing of certain of the Mortgage Loans, including
the
right to terminate and replace GMAC at any time, without
cause. Pursuant to the Agreement, such termination and replacement of
GMAC with respect to the Transferred Mortgage Loans shall be effective upon
the
naming of a successor servicer who (i) is an institution that is a Fannie Mae
and Freddie Mac approved seller/servicer in good standing, having a net worth
of
at least $15,000,000, (ii) is willing to act as successor servicer of the
Mortgage Loans and (iii) has executed and delivered an agreement accepting
such
delegation and assignment containing an assumption by such successor servicer
of
the rights, powers, duties, responsibilities, obligations and liabilities of
GMAC with respect to the Transferred Mortgage Loans. All amounts in
respect of the Transferred Mortgage Loans reimbursable to GMAC pursuant to
the
terms of the Agreement have been paid to GMAC by Wells Fargo in accordance
with
the Agreement including without limitation, all unreimbursed advances and
servicing advances made by GMAC; the Sponsor has paid for expenses incurred
in
connection with the transfer of servicing to Wells Fargo. As of
August 1, 2007, the Sponsor sold the servicing rights of the Transferred
Mortgage Loans to Wells Fargo, and Wells Fargo met the above conditions, thereby
becoming the servicer with respect to the Transferred Mortgage
Loans.
Wells
Fargo will provide the servicing functions with respect to the Transferred
Mortgage Loans as set forth in the Agreement. Among other things,
Wells Fargo will be obligated, except under certain circumstances, to make
advances of principal and interest with respect to the Transferred Mortgage
Loans. In managing the liquidation of defaulted Transferred Mortgage
Loans, Wells Fargo will have sole discretion to take such action in maximizing
recoveries to the certificateholders including, without limitation, selling
defaulted Transferred Mortgage Loans and REO Properties as described in the
Agreement. Pursuant to the terms of the Agreement Wells Fargo will be
entitled to reimbursement for advances of principal and interest, servicing
advances, servicing fees and applicable expenses on a priority basis from,
among
other things, late recoveries of principal and/or interest, liquidation proceeds
and insurance proceeds from the Transferred Mortgage Loans. The
Master Servicer will be required to monitor the performance of Wells Fargo
under
the Agreement.
In
general, Wells Fargo will be obligated to offset any shortfalls of interest
resulting from prepayments on the Mortgage Loans on any distribution date,
with
compensating interest on such distribution date; provided however that
the obligation of Wells Fargo with respect to the payment of compensating
interest will be limited to the Servicing Fee payable to it for such
month. Wells Fargo is obligated to pay insurance premiums and other
ongoing expenses associated with the Transferred Mortgage Loans incurred by
it
in connection with its responsibilities under the Agreement and is entitled
to
reimbursement for these expenses as provided in the Agreement.
The
principal compensation to be paid to Wells Fargo in respect of the servicing
activities performed by it will be a monthly servicing fee on each Transferred
Mortgage Loan calculated as an amount equal to one-twelfth of the related
servicing fee rate multiplied by the stated principal balance of such
Transferred Mortgage Loan as of the last day of the related due period, as
more
fully set forth in the Agreement. As additional servicing
compensation, Wells Fargo is entitled to retain all assumption fees, late
payment charges, and other miscellaneous servicing fees in respect of the
Transferred Mortgage Loans to the extent collected from the borrowers, together
with any interest or other income earned on funds held in the custodial accounts
and any escrow accounts, as more fully described in the Agreement.
Wells
Fargo shall establish and maintain or cause to be maintained a segregated trust
account (the “Custodial Account”) with a depositing institution for the benefit
of the Certificateholders. The Custodial Account shall be
an Eligible Account (as defined in the Agreement). Within two (2) business
days
of receipt by Wells Fargo of amounts in respect of the Mortgage Loans (excluding
amounts representing the servicing fee or other servicing compensation,
reimbursement for advances of principal and interest and servicing advances
and
insurance proceeds to be applied to the restoration or repair of a related
Mortgaged Property or similar items), Wells Fargo will deposit such amounts
in
the Custodial Account. Amounts so deposited may be invested in
permitted investments (as set forth in the Agreement) maturing no later than
one
business day prior to the related remittance date. All investment income on
funds in the Custodial Account shall be for the benefit of Wells
Fargo.
When
a
principal prepayment in full is made on a Transferred Mortgage Loan, the
mortgagor is charged interest only for the period from the due date of the
preceding monthly payment up to the date of the prepayment, instead of for
a
full month. When a partial principal prepayment is made on a Transferred
Mortgage Loan, the mortgagor is not charged interest on the amount of the
prepayment for the month in which the prepayment is made. In addition, the
application of the Servicemembers Civil Relief Act (the “Relief Act”) and
similar state or local laws to any Transferred Mortgage Loan could adversely
affect, for an indeterminate period of time, the ability of Wells Fargo to
collect full amounts of interest on such Mortgage Loans. Wells Fargo will be
obligated to pay from its own funds only those interest shortfalls attributable
to voluntary principal prepayments by the mortgagors on the Transferred Mortgage
Loans received the calendar month immediately preceding the month in which
the
related distribution date occurs provided, however that the obligation of Wells
Fargo to remit the amount of any shortfall in interest resulting from a
principal prepayment on a Transferred Mortgage Loan shall be limited to the
aggregate servicing fee payable to Wells Fargo for the related due period.
Wells
Fargo will not remit any shortfalls in interest attributable to the application
of the Relief Act or any similar state or local laws. Any interest shortfalls
attributable to voluntary principal prepayments required to be funded but not
funded by Wells Fargo are required to be paid by the Master Servicer, but only
to the extent that such amount does not exceed the aggregate master servicing
compensation payable to the Master Servicer for the applicable distribution
date.
Subject
to the limitations set forth in the following paragraph, if a scheduled payment
on a Transferred Mortgage Loan which was due on a related due date is delinquent
(other than as a result of application of the Relief Act), Wells Fargo will
be
required to remit to the Securities Administrator for deposit in the related
distribution account from its own funds or from funds available in the related
Custodial Account relating to a subsequent due date, or some combination of
its
own funds and such amounts on the related remittance date, an amount equal
to
such delinquency, net of the servicing fee (any such remittance, a “P&I
Advance”).
P&I
Advances are required to be made only to the extent they are deemed by Wells
Fargo to be recoverable from related late collections, insurance proceeds or
liquidation proceeds from the Transferred Mortgage Loan as to which the
unreimbursed P&I Advance was made. In addition, any P&I Advances
previously made in respect of any Transferred Mortgage Loan that are deemed
by
Wells Fargo to be nonrecoverable from related late collections, insurance
proceeds or liquidation proceeds may be reimbursed to Wells Fargo out of any
funds in the related Custodial Account prior to distributions on the related
certificates. Wells Fargo will not be required to make any P&I Advances with
respect to reductions in the amount of the monthly payments on the Transferred
Mortgage Loans due to bankruptcy proceedings or the application of the Relief
Act.
Failure
of Wells Fargo to make any required P&I Advance, which failure goes
unremedied for the days specified in the Agreement would constitute
an event of default under the Agreement. Such event of default would obligate
the Master Servicer, as successor servicer, or any other successor servicer
appointed by the Master Servicer, to make such P&I Advance subject to its
determination of recoverability from related late collections, insurance
proceeds or liquidation proceeds from the related Transferred Mortgage
Loan.
In
instances in which a Transferred Mortgage Loan is in default or if default
is
reasonably foreseeable, and if determined by Wells Fargo to be in the best
interest of the related certificateholders, Wells Fargo may permit servicing
modifications of the Transferred Mortgage Loan rather than proceeding with
foreclosure. However, Wells Fargo’s ability to perform servicing modifications
will be subject to some limitations, including but not limited to the following:
Any amounts added to the principal balance of the Transferred Mortgage Loan,
or
capitalized amounts added to the Transferred Mortgage Loan, will be required
to
be fully amortized over the remaining term, or the extended term, of the
Transferred Mortgage Loan. All capitalizations are to be implemented in
accordance with Wells Fargo’s standards and may be implemented only by Wells
Fargo for that purpose. The final maturity of any Transferred Mortgage Loan
will
not be extended beyond the assumed final distribution date. No servicing
modification with respect to a Transferred Mortgage Loan will have the effect
of
reducing the mortgage rate below one half of the mortgage rate as in effect
on
the cut-off date, but not less than the related servicing fee rate. Further,
the
aggregate current principal balance of all Transferred Mortgage Loans subject
to
modifications can be no more than five percent (5%) of the aggregate
principal balance of the Transferred Mortgage Loans as of the cut-off date,
but
this limit may increase from time to time with the consent of the rating
agencies.
Any
advances made on any Transferred Mortgage Loan will be reduced to reflect any
related servicing modifications previously made. The mortgage rate and net
mortgage rate as to any Transferred Mortgage Loan will be deemed not reduced
by
any servicing modification, so that the calculation of the amount of current
interest payable on the offered certificates will not be affected by the
servicing modification.
Servicing
Experience and Procedures of Wells Fargo Bank
Servicing
Experience
Wells
Fargo Bank, N.A. (“Wells Fargo Bank”) is an indirect,
wholly-owned subsidiary of Wells Fargo & Company. Wells Fargo
Bank is a national banking association and is engaged in a wide range of
activities typical of a national bank. Wells Fargo Bank, including
its predecessors, has many years of experience in servicing residential mortgage
loans, commercial mortgage loans, auto loans, home equity loans, credit card
receivables and student loans. Wells Fargo Bank, including its
predecessors, has been servicing residential mortgage loans since
1974. These servicing activities, which include collections, loss
mitigation, default reporting, bankruptcy, foreclosure and REO Property
management, are handled at various Wells Fargo Bank locations including
Frederick, Maryland, Fort Mill, South Carolina and other mortgage loan servicing
centers. As of the date hereof, Wells Fargo Bank has not failed to
make any required advance with respect to any issuance of residential mortgage
backed securities.
Wells
Fargo Bank’s servicing portfolio of residential mortgage loans (which includes
Alt-A Prime Fixed Rate Loans, Alt-A Prime Adjustable Rate Loan, Alt-A Minus
Fixed Rate Loans and Alt-A Minus Adjustable Rate Loans as well as other types
of
residential mortgage loans serviced by Wells Fargo Bank) has grown from
approximately $450 billion as of the end of 2000 to approximately $1.37 trillion
as of the end of 2006.
Wells
Fargo Bank currently services Alt-A Prime Mortgage Loans in the same manner
as
it services mortgage loans originated pursuant to its “prime” underwriting
guidelines. The table below sets forth for each of the dates indicated the
number and aggregate unpaid principal balance of first lien, non-subprime,
residential mortgage loans serviced by Wells Fargo Bank (other than any mortgage
loans serviced for Fannie Mae or Freddie Mac and certain mortgage loans serviced
for the Federal Home Loan Banks, mortgage loans insured or guaranteed by the
Government National Mortgage Association, Federal Housing Administration or
Department of Veterans Affairs or mortgage loans with respect to which Wells
Fargo Bank has acquired the servicing rights, acts as subservicer, or acts
as
special servicer):
(1)
Includes mortgage loans originated pursuant to Wells Fargo Bank’s underwriting
guidelines for Alt-A Minus Mortgage Loans.
(2)
Excludes mortgage loans originated pursuant to Wells Fargo Bank’s underwriting
guidelines for Alt-A Minus Mortgage Loans.
Wells
Fargo Bank currently services Alt-A Minus Mortgage Loans in the same manner
as
it services first lien mortgage loans originated pursuant to its “subprime”
underwriting guidelines (such mortgage loans, “Subprime First Lien
Loans”) and second lien mortgage loans originated pursuant to its
“subprime” underwriting guidelines (such mortgage loans, “Subprime
Second Lien Loans”). The table below sets forth for each of
the dates indicated the number and aggregate unpaid principal balance of
Subprime First Lien Loans, Subprime Second Lien Loans and Alt-A Minus Mortgage
Loans serviced by Wells Fargo Bank (other than any mortgage loans serviced
for
Fannie Mae or Freddie Mac and certain mortgage loans serviced for the Federal
Home Loan Banks, mortgage loans insured or guaranteed by the Government National
Mortgage Association, Federal Housing Administration or Department of Veterans
Affairs or mortgage loans with respect to which Wells Fargo Bank has acquired
the servicing rights, acts as subservicer, or acts as special
servicer):
* Wells
Fargo Bank did not have a material servicing portfolio of Subprime Second Lien
Loans as of the datesindicated.
**
Prior
to 2006, Wells Fargo Bank included Alt-A Minus Mortgage Loans in its servicing
portfolio of non-subprime mortgage loans as described in thepreceding
table.
Servicing
Procedures
Shortly
after the funding of a loan, various types of loan information are loaded into
Wells Fargo Bank's automated loan servicing system. Wells Fargo Bank
then makes reasonable efforts to collect all payments called for under the
Mortgage Loan documents and will, consistent with the applicable servicing
agreement and any pool insurance policy, primary mortgage insurance policy,
bankruptcy bond or alternative arrangements, follow such collection procedures
as are customary with respect to loans that are comparable to the Mortgage
Loans. Wells Fargo Bank may, in its discretion, (i) waive any
assumption fee, late payment or other charge in connection with a Mortgage
Loan
and (ii) to the extent not inconsistent with the coverage of such Mortgage
Loan
by a pool insurance policy, primary mortgage insurance policy, bankruptcy bond
or alternative arrangements, if applicable, waive, vary or modify any term
of
any Mortgage Loan or consent to the postponement of strict compliance with
any
such term or in any matter grant indulgence to any borrower, subject to the
limitations set forth in the applicable servicing agreement.
Wells
Fargo Bank's collections policy is designed to identify payment problems
sufficiently early to permit Wells Fargo Bank to address such delinquency
problems and, when necessary, to act to preserve equity in a pre-foreclosure
Mortgaged Property. Borrowers are billed on a monthly basis in
advance of the due date. If a borrower attempts to use Wells Fargo Bank's Voice
Response Unit (“VRU”) to obtain loan information on or after a
date on which a late charge is due, the VRU automatically transfers the call
to
the collection area. Collection procedures commence upon identification of
a
past due account by Wells Fargo Bank's automated servicing system. If timely
payment is not received, Wells Fargo Bank's automated loan servicing system
automatically places the Mortgage Loan in the assigned collection queue and
collection procedures are generally initiated on the 16th day of delinquency.
The account remains in the queue unless and until a payment is received, at
which point Wells Fargo Bank's automated loan servicing system automatically
removes the Mortgage Loan from that collection queue.
When
a
Mortgage Loan appears in a collection queue, a collector will telephone to
remind the borrower that a payment is due. Follow-up telephone contacts with
the
borrower are attempted until the account is current or other payment
arrangements have been made. When contact is made with a delinquent borrower,
collectors present such borrower with alternative payment methods, such as
Western Union, Phone Pay and Quick Collect, in order to expedite
payments. Standard form letters are utilized when attempts to reach
the borrower by telephone fail and/or in some circumstances, to supplement
the
phone contacts. Company collectors have computer access to telephone numbers,
payment histories, loan information and all past collection notes. Wells Fargo
Bank supplements the collectors' efforts with advanced technology such as
predictive dialers and statistical behavioral software used to determine the
optimal times to call a particular customer. Additionally, collectors
may attempt to mitigate losses through the use of behavioral or other models
that are designed to assist in identifying workout options in the early stages
of delinquency. For those loans in which collection efforts have been
exhausted without success, Wells Fargo Bank determines whether foreclosure
proceedings are appropriate. The course of action elected with
respect to a delinquent Mortgage Loan generally will be guided by a number
of
factors, including the related borrower's payment history, ability and
willingness to pay, the condition and occupancy of the Mortgaged Property,
the
amount of borrower equity in the Mortgaged Property and whether there are any
junior liens.
Regulations
and practices regarding the liquidation of properties (e.g., foreclosure) and
the rights of a borrower in default vary greatly from state to state. As such,
all foreclosures are assigned to outside counsel, licensed to practice in the
same state as the Mortgaged Property. Bankruptcies filed by borrowers are
similarly assigned to appropriate local counsel. Communication with
foreclosure and bankruptcy attorneys is maintained through the use of a software
program, thus reducing the need for phone calls and faxes and simultaneously
creating a permanent record of communication. Attorney timeline
performance is managed using quarterly report cards. The status of
foreclosures and bankruptcies is monitored by Wells Fargo Bank through its
use
of such software system. Bankruptcy filing and release information is
received electronically from a third-party notification vendor.
Prior
to
a foreclosure sale, Wells Fargo Bank performs a market value analysis. This
analysis includes: (i) a current valuation of the Mortgaged Property
obtained through a drive-by appraisal or broker's price opinion conducted by
an
independent appraiser and/or a broker from a network of real estate brokers,
complete with a description of the condition of the Mortgaged Property, as
well
as other information such as recent price lists of comparable properties, recent
closed comparables, estimated marketing time and required or suggested repairs,
and an estimate of the sales price; (ii) an evaluation of the amount owed,
if
any, for real estate taxes; and (iii) estimated carrying costs, brokers' fees,
repair costs and other related costs associated with real estate owned
properties. Wells Fargo Bank bases the amount it will bid at foreclosure sales
on this analysis.
If
Wells
Fargo Bank acquires title to a property at a foreclosure sale or otherwise,
it
obtains an estimate of the sale price of the property and then hires one or
more
real estate brokers to begin marketing the property. If the Mortgaged Property
is not vacant when acquired, local eviction attorneys are hired to commence
eviction proceedings and/or negotiations are held with occupants in an attempt
to get them to vacate without incurring the additional time and cost of
eviction. Repairs are performed if it is determined that they will increase
the
net liquidation proceeds, taking into consideration the cost of repairs, the
carrying costs during the repair period and the marketability of the property
both before and after the repairs.
Wells
Fargo Bank's loan servicing software also tracks and maintains tax and
homeowners' insurance information and tax and insurance escrow information.
Expiration reports are generated periodically listing all policies scheduled
to
expire. When policies lapse, a letter is automatically generated and issued
advising the borrower of such lapse and notifying the borrower that Wells Fargo
Bank will obtain lender-placed insurance at the borrower's expense.
Wells
Fargo Bank, in its capacity as servicer, has delivered its 2006 assessment
of
compliance under Item 1122 of Regulation AB. In its assessment, Wells
Fargo Bank reported that it had complied, in all material respects, with the
applicable servicing criteria set forth in Item 1122(d) of Regulation AB as
of
and for the year ended December 31, 2006 with respect to the primary servicing
of residential mortgage loans by its Wells Fargo Home Mortgage Division, except
for the following:
(i)
For
certain loans originated by third parties and sub-serviced by Wells
Fargo
Bank or for which servicing rights were acquired on a bulk-acquisition
basis, Wells Fargo Bank determined it provided incomplete data to
some
third parties who use such data to calculate delinquency ratios and
determine the status of loans with respect to bankruptcy, foreclosure
or
real estate owned. The incomplete reporting only affected
securitizations that included delinquent loans. Instead of the
actual due date being provided for use in calculating delinquencies,
the
date of the first payment due to the security was provided. Wells
Fargo Bank subsequently included additional data in the monthly remittance
reports, providing the actual borrower due date and unpaid principal
balance, together with instructions to use these new fields if such
monthly remittance reports are used to calculate delinquency
ratios.
(ii)
Wells
Fargo Bank determined that, as required by certain servicing agreements,
it did not provide mortgage loan purchasers with prior notifications
of
intent to foreclose. While mortgage loan purchasers received monthly
delinquency status reports that listed loans in foreclosure, such
reports
were received after such loans had been referred to an attorney. A
new process is being implemented to send such notifications if
contractually required, unless an mortgage loan purchaser opts out
in
writing.
Item
9.01 Financial
Statements and Exhibits
(a)
Not
applicable
(b)
Not
applicable
(c)
Exhibits
Exhibit
No.
Description
4.1
Servicer
Appointment, Assumption and Amendment Agreement, dated as of August1,2007, by and among the Sponsor, the Depositor, Wells Fargo, the Master
Servicer and Securities Administrator and the Trustee, to the Pooling
and
Servicing Agreement, dated as of June 1, 2007, by and among the Sponsor,
the Depositor, GMACM, the Master Servicer and Securities Administrator
and
the Trustee.
SIGNATURES
Pursuant
to the requirements 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.
Servicer
Appointment, Assumption and Amendment Agreement, dated as of August1,2007, by and among the Sponsor, the Depositor, Wells Fargo, the Master
Servicer and Securities Administrator and the Trustee, to the Pooling
and
Servicing Agreement, dated as of June 1, 2007, by and among the Sponsor,
the Depositor, GMAC, the Master Servicer and Securities Administrator
and
the Trustee
7
Dates Referenced Herein and Documents Incorporated by Reference
