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RECORD AND RETURN
RECEIVED 12/1/2008 at 2:57 PM
RECEIVING # 943893
BOOK: 710 PAGE: 106
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
Professional Escrow ReLo
10202 5th Ave NE~ Ste. 203
Seattle,1UA 98125
LIMITED POWER OF ATTORNEY
COû1.06
KNOW AL~ MEN BY THESE PRESENTS; that Deutsche Bank National Trust
Company, a national banking association organized and existing
under the laws of the United States, and having its principal
place of business at 1761 East St. Andrew Place, Santa Ana,
California, 92705, as Trustee (the "Trustee") pursuant to those
certain pooling and Servicing Agreements referenced on Exhibit A
(the "Agreements") by and among the Trustee, and Countrywide Horne
Loans, (the "Servicer"), hereby constitutes and appoints the
Servicer, by and through the Servicer's officers, the Trustee's
true and lawful Attorney-in-Fact, in the Trustee's name, ~lace
and stead and for the Trustee's benefit, in connection with all
mortgage loans serviced by the Servicer pursuant to the
Agreements solely for the purpose of performing such acts and
executing such documents in the name of the Trustee necessary ?nd
appropriate to effectuate the following enumerated transactions
in respect of any of the mortgages or deeds of trust (the
"Mortgages" and the "Deeds of Trust" respectively) and promissory
notes secured thereby (the "Mortgage Notes") for which the
undersigned is acting as Trustee for various certificateholders
(whether the undersigned is named therein as mortgagee or
beneficiary, or has become mortgagee by virtue of endorsement of
the Mortgage Note secured by any such Mortgage or Deed of Trust)
and for which Countrywide Horne Loans is acting as the Servicer.
This Appoi~tment shall apply only to the following enumerated
transactions and nothing herein or in the Agreements shall be
construed to the contrary:
1. The modification or re-recording of a Mortgage or Deed
of Trust, where said modification or re-recording is
solely for the purpose of correcting the Mortgage or
Deed of Trust to conform same to the original intent of
the parties thereto or to correct title errors
discovered after such title insurance was issued;
"provided that (i) said modification or re-recording, in
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the Mortgage or Deed of Trust as insured and
(1i) 'otherwise conforms to the provisions of the
Agreemeh·,t~ .
2. The sµbordinãtion of the lien of a Mortgage or Deed of
Trust to an easement in favor of a public utility
COv:107
company of a government agency or unit with powers of
eminent domain; this section shall include, without
limitation, the execution of partial
satisfactions/releases, partial reconveyances or the
execution or requests to trustees to accomplish same.
3. The conveyance of the properties to the mortgage
insurer, or the closing of the title to the property to
be acquired as real estate owned, or conveyance of
title to real estate owned.
4. The completion of loan assumption agreements.
5. The full satisfaction/release of a Mortgage or Deed of
Trust or full conveyance upon payment and discharge of
all sums secured thereby, including, without
limitation, cancellation of the related Mortgage Note.
6. The assignment of any Mortgage or Deed of Trust and the
related Mortgage Note, in connection with the
repurchase of the mortgage loan secured and evidenced
thereby.
7. The full assignment of a Mortgage or Deed of Trust upon
payment and discharge of all sums secured thereby in
conjunction with the refinancing thereof, including,
without limitation, the assignment of the related
Mortgage Note.
8. With respect to a Mortgage or Deed of Trust, the
foreclosure, the taking of a deed in lieu of
foreclosure, or the completion of judicial or non-
judicial foreclosure or termination, cancellation or
rescission of any such foreclosure, including, without
limitation, any and all of the following acts:
a. the substitution of trustee(s) serving under a
Deed of Trust, in accordance with state law and
the Deed of Trust;
b. the preparation and issuance of statements of
breach or non-performance;
c. the preparation and filing of notices of default
and/or notices of sale;
d. the cancellation/rescission of notices of default
and/or notices of sale;
2
OOô108
e. the taking of deed in lieu of foreclosure; and
f. the preparation and execution of such other
documents and performance of such other actions as
may be necessary under the terms of the Mortgage,
Deed of Trust or state law to expeditiously
complete said transactions in paragraphs 8.a.
through 8.e. above.
9. with respect to the sale of property acquired through a
foreclosure or deed-in lieu of foreclosure, including,
without limitation, the execution of the following
documentation:
a. listing agreements;
b. purchase and sale agreements;
c. grant/warranty/quit claim deeds or any other deed
causing the transfer of title of the property to a
party contracted to purchase same;
d. escrow instructions; and
e. any and all documents necessary to effect the
transfer of property.
10. The modification or amendment of escrow agreements
established for repairs to the mortgaged property or
reserves for replacement of personal property.
The undersigned gives said Attorney-in-Fact full power and
authority to execute such instruments and to do and perform all
and every act and thing necessary and proper to carry into effect
the power or powers granted by or under this Limited Power of
Attorney as fully as the undersigned might or could do, and
hereby does ratify and confirm to all that said Attorney-in-Fact
shall be effective as of May ~ 2007.
Th~s appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights,
acts or powers herein is not intended to, nor does it give rise
Lu, dod it is not to be can~trued ~s ~ 0pnpral power of attorney.
Nothing contained herein shall (i) limit in any manner any
indemnification provided by the Servicer to the Trustee under the
Agreements, or (ii) be construed to grant the Servicer the power
to initiate or defend any suit, litigation or proceeding in the
name of Deutsche Bank National Trust Company except as
3
COô:109
specifically provided for herein. If the Servicer receives any
notice of suit, litigation or proceeding in the name of Deutsche
Bank National Trust Company then the Servicer shall promptly
forward a copy of same to the Trustee.
This limited power of attorney is not intended to extend the
powers granted to the Servicer under the Agreements or to allow
the Servicer to take any action with respect to Mortgages, Deeds
of Trust or Mortgage Notes not authorized by the Agreements.
The Servicer hereby agrees to indemnify and hold the Trustee and
its directors, officers, employees and agents harmless from and
against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever incurred by reason
or result of or in connection with the exercise by the Servicer
of the powers granted to it hereunder. The foregoing indemnity
shall survive the termination of this Limited Power of Attorney
and the Agreements or the earlier resignation or removal of the
Trustee under the Agreements.
This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to
conflicts of law principles of such state.
Third parties without actual notice may rely upon the exercise of
the power granted under this Limited Power of Attorney; and may
be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an
instrument of revocation has been made in writing by the
undersigned.
IN WITNESS WHEREOF, Deutsche Bank National Trust Company, as
Trustee, has caused its corporate seal to be hereto affixed and
these presents to be signed and acknowledged in its name and
behalf by a duly elected and authorized signatory this
~ day of May 2007.
Deutsche Bank National Trust Company,
as Trustee
By: ~_- ~_____-__
Name: Barbara Campbell
Title: Vice President
4
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COû110
5
STATE OF CALIFORNIA
COUNTY OF ORANGE
(:0\1:1:1:1
,1.~
On May ~. ' 2007, before me, the undersigned, a
Notary Public in and for said state, personally appeared Barbara
Campbell of Deutsche Bank National Trust Company, as Trustee for
(SEE ATTACHED), personally known to me to be the person whose
name is subscribed to the within instrument and acknowledged to
me that she executed that same in her authorized capacity, and
that by her signature on the instrument the entity upon behalf of
which the person acted and executed the instrument.
WITNESS my hand and official seal.
( SEAL)
Notary PUbl~.''''' of California
02867.001 #92035
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EXHIBIT A
00&1.1.2
Pursuant to those certain Pooling and Servicing Agreements
SEE BELOW THE VARIOUS POOLING AND SERVICING AGREEMENT (the
"Agreements") by and among the Trustee, and Countrywide Home
Loans (the "Servicer").
Agreements
DEUTSCHE BANK (CDC MCT 2004-HE2)
DEUTSCHE BANK (CDC MCT 2004-HE21)
DEUTSCHE BANK (CEC MCT 2004-HE2)
DEUTSCHE BANK (DLJ Mortgage Acceptance
Corporation)
DEUTSCHE BANK (WALSH 1996-1)
DEUTSCHE BANK (JP Morgan ABFC2004-FFI-G1)
DEUTSCHE BANK (FFMLT 200S-FF2)
DEUTSCHE BANK (NEW CENTURY 200S-A)
DEUTSCHE BANK (GSAA 2004-03)
DEUTSCHE BANK (GSAA 2004-05)
DEUTSCHE BANK (GSAA 2004-10)
DEUTSCHE BANK (GSAA 2004-11)
DEUTSCHE BANK (GSAA 2005-02)
DEUTSCHE BANK (GSAA 2005-04)
DEUTSCHE BANK (GSAA 2005-10)
DEUTSCHE BANK ( GSAMP 2004-AR1)
DEUTSCHE BANK ( GSAMP 2004-AR2)
DEUTSCHE BANK (GSAMP 2004-HE2)
DEUTSCHE BANK (GSAMP 200S-AHL)
DEUTSCHE BANK (GSAMP 200S-HE1)
DEUTSCHE BANK (GSAMP 200S-HE2)
DEUTSCHE BANK (GSAMP 200S-HE3)
DEUTSCHE BANK (GSAMP TRUST 2004-AR1)
DEUTSCHE BANK (GSAMP TRUST 200S-AHL)
DEUTSCHE BANK (GSAMP TRUST 200S-HE1)
DEUTSCHE BANK (HARBORVIEW 2006-3)
DEUTSCHE BANK (HARBORVIEW 2006-5)
DEUTSCHE BANK lHARB0RVl~W ¿üüb-jj
DEUTSCHE BANK (IXIS 2004-HE4)
DEUTSCHE BANK (IXIS 200S-HE1)
DEUTSCHE BANK (MSIX 2006-2)
DEUTSCHE BANK (MSHEL 2006-1)
DEUTSCHE BANK (MSHEL 2006-2)
DEUTSCHE BANK (MSHEL 2007-1)
7
DEUTSCHE BANK (SOUNDVIEW 200S-A)
DEUTSCHE BANK (SOUNDVIEW 2005-001)
DEUTSCHE BANK (SOUNDVIEW 2006-A)
DEUTSCHE BANK (SOUNDVIEW 2007-WMC1)
OOv1~3
DEUTSCHE BANK (MSAC)
DEUTSCHE BANK (MSAC 2003-NC10)
DEUTSCHE BANK (MSAC 2004-HE1)
DEUTSCHE BANK (MSAC 2004-HE2)
DEUTSCHE BANK (MSAC 2004-HE4)
DEUTSCHE BANK (MSAC 2004-HES)
DEUTSCHE BANK (MSAC 2004-HE6)
DEUTSCHE BANK (MSAC 2004-HE7)
DEUTSCHE BANK (MSAC 2004-HE8)
DEUTSCHE BANK (MSAC 2004-HE9)
DEUTSCHE BANK (MSAC 2004-HE21)
DEUTSCHE BANK (MSAC 2004-NC2)
DEUTSCHE BANK (MSAC 2004-NC3)
DEUTSCHE BANK (MSAC 2004-NCS)
DEUTSCHE BANK (MSAC 2004-NC8)
DEUTSCHE BANK (MSAC 200S-HE1)
DEUTSCHE BANK (MSAC 200S-HE2)
DEUTSCHE BANK (MSAC 200S-HE6)
DEUTSCHE BANK (MSAC 200S-HE7)
DEUTSCHE BANK (MSAC 200S-NC2)
DEUTSCHE BANK (MSAC 200S-WMC1)
DEUTSCHE BANK (MSAC 2006-HE4)
DEUTSCHE BANK (MSAC 2006-HES)
DEUTSCHE BANK (MSAC 2006-HE6)
DEUTSCHE BANK (MSAC 2006-HE7)
DEUTSCHE BANK (MSAC 2006-NCS)
DEUTSCHE BANK (MSAC 2007-HE1)
DEUTSCHE BANK (MSAC 2007-HE2)
DEUTSCHE BANK (MSAC 2007-HE3)
DEUTSCHE BANK (MSAC 2007-NC1)
DUETSCHE BANK (MSAC 2006-HE8)
Aames Mortgage Loan Trust 2000-1 - Pooling and
Servicing Agreement, dated as of September
1, 2000, by and among the Aames Capital
Corporation ("Aames") as Seller, Countrywide Home
Loans, Inc. ("Countrywide"), as Servicer, and
Deutsche Bank National Trust Company formerly
Known as Bankers Trust Company of California,
N.A.; as Trustee
Aames Mortgage Loan Trust 2000-2 - Pooling and
Servicing Agreement, dated as of September
1, 2000, by and among the Aames, Countrywide, as
Servicer, and Deutsche Bank National Trust Company
formerly known as Bankers Trust Company of
Cdl~luL"~a, N.A.; ~~ TLU~L~~
Aames Mortgage Loan Trust 2001-1 - Pooling and
Servicing Agreement, dated as of September
1, 2001, by and among the Aames, Countrywide, as
Servicer, and Deutsche Bank National Trust Company
formerly known as Bankers Trust Company of
California, N.A.; as Trustee
8
Aames Mortgage Loan Trust 2001-2 - Pooling and
Servicing Agreement, dated as of September
1, 2001, by and among the Aames, Countrywide, as
Servicer, and Deutsche Bank National Trust Company
formerly known as Bankers Trust Company of
California, N.A.; as Trustee
OOiJ1.1.4
Aames Mortgage Loan Trust 2001-3 - Pooling and
Servicing Agreement, dated as of September
1, 2001, by and. among the Aames, Countrywide, as
Servicer, and Deutsche Bank National Trust Company
formerly known as Bankers Trust Company of
California, N.A.; as Trustee
Aames Mortgage Loan Trust 2001-4 - Pooling and
Servicing Agreement, dated as of September
1, 2001, by and among the Aames, Countrywide, as
Servicer, and Deutsche Bank National Trust Company
formerly known as Bankers Trust Company of
California, N.A.; as Trustee
Aames Mortgage Loan Trust 2002-2 - Pooling and
Servicing Agreement, dated as of September
1, 2002, by and among the Aames, Countrywide Home
Loans Servicing LP, as Servicer, and Deutsche Bank
National Trust Company formerly known as Bankers
Trust Company of California, N.A.; as Trustee
Vendee Mortgage Trust 1994-2 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, -by and among the Department of
Veteran Affairs ("VA"), Countrywide Home loans,
Inc ("Countrywide") (successor to Countrywide
Funding Corpor~tion ("Countrywide Funding")), as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1995-2 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide
(successor to Countywide Funding), as Master
Servicer, and Deutsche Bank National Trust Company
formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1995-3 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide
i succeSSuL- Lv Cuuntywl.ûE: ];'Linding), ël~ ¡"¡.;¡b L",.:.
Servicer, and Deutsche Bank National Trust Company
formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1996-2 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
9
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
(;Oû11.5
Vendee Mortgage Trust 1997-1 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1997-2 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1997-3 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1998-1 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1998-2 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1998-3 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1999-1 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Velluee HOLLyi19t: 1'J:ust 1]J:'),-2 ¡"":.:"~¡¡J,,,.J 2r,.j r.,=:::¿-;t;:-:-!
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 1999-3 Amended and Restated
Pooling and Servicing Agreement, dated as of
10
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
OOû~~6
Vendee Mortgage Trust 2000-1 Amended and Restated
Pooling and Servicing Agreement, dated as of
July 25, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 2000-2 Amended and Restated
pooling and Servicing Agreement, dated as of
June 1, 2000, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 2000-3 Amended and Restated
Pooling and Servicing Agreement, dated as of
September 1, 2000, by and among VA, Countrywide,
as Master Servicer, and Deutsche Bank National
Trust Company formerly known as Bankers Trust
Company of California, N.A., as Trustee
Vendee Mortgage Trust 2001-1 Amended and Restated
pooling and Servicing Agreement, dated as. of
February 1, 2001, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 2001-2 Amended and Restated
pooling and Servicing Agreement, dated as of
June 1, 2001, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 2001-3 Amended and Restated
pooling and Servicing Agreement, dated as of
October 1, 2001, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
California, N.A., as Trustee
Vendee Mortgage Trust 2002-2 Amended and Restated
pooling and Servicing Agreement, dated as of
February 1, 2002, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company formerly known as Bankers Trust Company of
CalifuLn~ct, N.A., ~~ TLU~L~~
Vendee Mortgage Trust 2002-1 Amended and Restated
pooling and Servicing Agreement, dated as of
June 1, 2002, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company, as Trustee
11
Vendee Mortgage Trust 2002-3 Amended and Restated
Pooling and Servicing Agreement, dated as of
September 1, 2002, by and among VA, Countrywide,
as Master Servicer, and Deutsche Bank National
Trust Company, as Trustee
COö~~7
Vendee Mortgage Trust 2003-1 Amended and Restated
Pooling and Servicing Agreement, dated as of
February 1, 2002, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company, as Trustee
Vendee Mortgage Trust 2003-2 Amended and Restated
Pooling and Servicing Agreement, dated as of
October 1, 2002, by and among VA, Countrywide, as
Master Servicer, and Deutsche Bank National Trust
Company, as Trustee
12