Professional Documents
Culture Documents
Delaware
PROOF OF CLAIM
Name of Dehlor
Case Number
07-11047
NOTE: This form sllould not be used to make a claim for an administrative expense arising after the commencement of the casco A "request" for payment of an administrative expense lIlay be filed pursuant to II U.S.C. 503. Name or Creditor (The person or other entity 10 whom the debtor owes 1Il0ncy or property):
Filed: USBe - District of Delaware American Home Mortgage Holdings, Inc., Et AI. 0711047 (eSS)
0000009236
1111111111111111111111111111111 notices from the bankruptcy cour, case. D Check box if the address differs from the address on the envelope sent to you by THIS SI'ACE ml< CtlUKr USE ONI.Y the court. replaces Check here if this claim D amends a previously filed claim. dated:
0 D 0 D D
Z.
Goods sold Services performed Money loaned Personal injury/wrongful death Taxes See Addendum, at ##2, 11-19. Other
0 D
Retiree benefits as defined in II U.S.c. 1114(a) Wages. salaries. and compensation (fill out below) Last four digits of your SS #: _ _ _ Unpaid compensation for services performed from (date) to (date)
13.
4. Classification of Claim. Check the appropriate box or boxes that best describe your claim and stale the amount of the claim at the time case tiled See reverse side for important e)(planations. Secured Claim Unsecured Nonpriority Claim $ See Addendum. at #22. D Check this box if your claim is secured by collateral (including IKI Check this box if: a) there is no collateral or lien securinl! "our claim. or a right of setoff). b) your claim exceeds the value of the property securing iI, or I c) none or only part of your claim is entitled to priOrity. Brief Description of Collateral: Real Estate 0 MOlor Vehicle Other Unsecured Priority Claim
entitled to priority.
D Check this box if you have an unsecured claim. all or part of which is
Value of Collateral:
Amount entitled to priority S Specify (he priority of the claim: (a)( I)(8)
Amount of arrearage and other charges at time case filed included in secured claim, if any: $
days before filing of the bankruptcli petltion or cessation of the debtor's business. whichever is earlier - II .S.C. 507(3)(4).
D Waaes. salaries. or commission& (up to $10.(00),* earned within 180 D Contributions to an employee benefit plan - II U.S.c. 507(a)(5).
S.
(UMXl.IIlrl) (secured) (priority) (Total) D Check this box if claim includes interest or other charges in addition to the principal amount of the claim. Attach itemized statement of all interest or additional charges.
6. Credits:
The amount of all payments on this claim has been credited and deducted for the purpose of making this proof of claim. See Addendum. at #23.
7. Supporting Documents: Attach copies of supporting documents, such as promissory notes. purchase
orders. invoices, itemized statements of running accounts. contracts. court judgments. mortgages. secun! agreements. and evidence of perfection of lien. DO NOT SEND ORIGINAL DOCUMENTS. If the documents are not available. explain. If the documents are voluminous, attach a summary. See Addendum, t
FilED / RECEIVED
JAN 1 1 2008
8. Date-Stamped Copy: To receive an acknowledgment of the filing of your claim, enclose a stamped. se faddressed envelope and copy of this proof of claim. Date Sign and print the name and title. if any. of the creditor or other person authorized t(
#24.
01/09/08
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of "tom". if ,",).
1,1l' instructions Clntl definitions below are general explanations of the law. In particular types of ('(Jses or circuIIIsf(lnCes. such (IS bankruptc.v case.v t/I(I lIot filed 1'0lu1ltarily by 1I debtor. there may be exceptions to these general rules.
- - DEFINITIONS
Debtor Secured Claim
A claim is a secured claim to the extent
Unsecured Claim
The person, corporation, or other entity thaI has filed a bankruptcy case is called the dehlor.
Creditor
A creditor is any person, corporation, or other entity to whom the debtor owed a debt on the date that the bankruptcy case was filed.
that the creditor has a lien on property of the debtor (collateral) that gives the creditor the right to be paid from that property before creditors who do not have liens on the property. Examples of liens are a mortgage on real estate and a security interest in a car, truck, boat. television set, or other item of property. A lien may have been obtained through a court proceeding before the bankruptcy case began; in some states a court judgment is a lien. In addition. to the extent a creditor also owes money to the debtor (has a right of seloff), the creditor's claim may be a secured claim. (See also Unsecured Claim.)
If a claim is not a secured claim it is an unsecured claim. A claim may be partly secured and partly unsecured if the propert on Which a creditor has a lien is nol worth enough to pay the creditor in full.
Unsecured Priority Claim
Proof of Claim
A form telling the bankruptcy court how much the debtor owed a creditor at the time the bankruptcy case was filed (the amount of the creditor's claim). This form must be filed with the clerk of the bankruptcy court where the bankruptcy case was filed.
Certain types of unsecured claims are given priority. so they are to be paid in bankruptc, cases before most other unsecured claims (i there is sufficient money or property available to pay these claims). The most common types of priority claims are listed on the proof of claim form. Unsecured claim that are not specifically given priority status by the bankruptcy laws are classified as
Items to be completed in Proof of Claim form (if not already filled in)
Court, Name of Debtor, and Case Number: Fill in the name of the federal judicial district where the bankruptcy
case was filed (for example, Central District of California), the name of the debtor in the bankruptcy case, and the bankruptcy case number. I f you received a notice of the case from the court, all of this information is near the top of the notice.
Information about Creditor:
Complete the section giving the name. address. and telephone number of the creditor to whom the debtor owes money or property, and the debtor's account number. if any. If anyone else has already filed a proof of claim relating to this debt. if you never received notices from the bankruptcy court about this case, if your address differs from that to which the court sent notice, or if this proof of claim replaces or changes a proof of claim that was already filed. check the appropriate box on the form.
1. Basis for Claim:
amount past due on the claim as of the date the bankruptcy case was filed. A claim may be partly secured and partly unsecured. (See DEFINITIONS, above). Unsecured Priority aaim: Check the appropriate place if you have an unsecured priority claim, and state the amount entitled to priority. (See DEFINITIONS, above). A claim may be partly priority and partly non priority if, for example, the claim is for more than the amount given priority by the law. Check the appropriate place to specify the type of priority claim. Unsecured Nonpriority aaim: Check the appropriate place if you have an unsecured nonpriorily claim, sometimes referred to as a "general unSecured claim". (See DEFINITIONS, above.) If your claim is partly secured and partly unsecured. state here the amount that is unsecured. If part of your claim is entitled to priority, state here the amount not entitled to priority.
5. Total Amount of Claim at lime Case Filed: Fill in the total amount of the entire claim. If interest or olher charges
Check the type of debt for which the proof of claim is being filed. If the type of debt is not listed, check "Other" and briefly describe the type of debt. If you were an employee of the debtor, fill in your social security number and the dates of work for which you were not paid.
2. Date Debt Incurred:
in addition 10 the principal amount of the claim are included, check the appropriate place on the form and attach an itemization of the interest and charges.
6. Credits: By signing this proof of claim. you are stating under oath that in calculating the amount of your claim you have given the debtor credit for all payments received from the debtor.
7. Supporting Documents:
Fill in the date when the debt first was owed by the debtor.
3. Court Judgments: If you have a court judgment for this debt, state the date the court
4. Classification of Claim
Secured Claim: Check the appropriate place if the claim is a secured claim. You must state the type and value of property that is collateral for the claim, attach copics of the documentation of your lien, and state the
You must attach to this proof of claim form copies of documents that show the debtor owes the debt claimed or, if the documents are too lengthy. a summary of those documents. If documents are not available, you must attach an explanation of why they are not available.
INRE:
Name of Claimant, Basis for Claim, Name and Address Where Notices Should be
Sent. Wells Fargo Bank, National Association (" Wells Fargo"), as Trustee, with respect to 6
securitization transactions for which American Home Mortgage Servicing, Inc. serves as servicer, hereby files this claim (the "Proof of Claim") against American Home Mortgage Holdings, Inc. (the "Debtor"). The undersigned is duly authorized and empowered to make this Proof of Claim with respect to the securitization transactions identified on Exhibit A hereto (the "Securitization Trusts") on behalf of Wells Fargo, as Trustee. 2. Wells Fargo, as Trustee, files this Proof of Claim in the aggregate amount of at
least $483,750,616.79 subject to the reservation of rights set forth below as follows: a. A contingent and unliquidated claim for repurchase obligations related to breaches of representations/warranties and early payment defaults; b. No less than $483,018,702.38 for known and unknown document deficiencies; c. $653,078.05 for indemnification of outside legal fees including postpetition legal fees and expenses of outside counsel through December 31, 2007 in connection with the bankruptcy proceeding and the sale of the servicing business to the Purchaser consisting of $621,721.85 for Chapman and Cutler LLP and $31,356.20 for Wolf, Block, Schorr and Solis-Cohen LLP which may be duplicative of other fee claims of Wells Fargo; and d. $78,836.36 for indemnification of fees and expenses of Wells Fargo related to extraordinary default management and
AHM TEE Addenda 0711 047. doc
1667724
administration through December 31, 2007, which may be duplicative of other fee claims of Wells Fargo.
3.
All court orders and notices with respect to this Proof of Claim should be sent to: Wells Fargo Bank, N.A Attn: William Fay Default & Restructuring Account Manager Corporate Trust Services, Asset Securitization Group 9062 Old Annapolis Road MAC N2702-011 Columbia, Maryland 21045 Phone: (410) 884-2286
With copies to: Franklin H. Top, III Chapman and Cutler LLP 111 West Monroe Street, 18th Floor Chicago, Illinois 60603 Phone: (312) 845-3000
and Todd C. Schlitz Wolf, Block, Schorr and Solis-Cohen LLP 1100 N. Market St., Suite 1001 Wilmington, DE 19801 Phone: (302) 777-0312
4.
Debtors l filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code.") On August 6,2007, the Debtors filed their Emergency Motion
of the Debtors for Orders: (A)(I) Approving Sales Procedures; (II) Scheduling A Hearing to Consider Sale of Certain Assets Used in the Debtor's Loan Servicing Business; (III) Approving Form and Manner of Notice Thereof; and (IV) Granting Related Relief; and (B)(I) Authorizing
the Sale of Such Assets Free and Clear of Liens, Claims, Encumbrances, and Other Interests;
The "Debtors" include American Home Mortgage Holdings, Inc., American Home Mortgage Investment Corp., American Home Mortgage Acceptance, Inc., American Home Mortgage Servicing, Inc., American Home Mortgage Corp., American Home Mortgage Ventures LLC, Homegate Settlement Services, Inc., and Great Oak Abstract Corp.
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(II) Authorizing and Approving Purchase Agreement Thereto; (III) Approving the Assumption
and Assignment of Certain Executory Contracts and Unexpired Leases Related Thereto; and (IV) Granting Related Relief (the "Sale Motion "). The Court approved the Sale Motion on August 7, 2007, establishing certain auction and sales procedures with respect to the loan servicing business, establishing August 27,2007 as the date upon which assumption notices were required to be filed. 5. On or about August 27, 2007, the Debtors filed their Notice of (I) Possible
Assumption and Assignment of Certain Leases, License Agreements, and Executory Contracts; and (II) Proposed Cure Obligations (the "Assumption Notice"). The Debtors proposed a cure
amount of "$0" for each of the servicing agreements listed on the schedule attached to the Assumption Notice. 6. On August 31, 2007, the Debtors filed a Notice amending certain dates in the sale
process. The date upon which initial bids were due was moved to September 18, 2007, with an auction scheduled for September 24,2007 and a hearing to approve the sale on October 1,2007.
7.
The Debtors filed a Modified Notice of (I) Possible Assumption and Assignment
of Certain Leases, License Agreements, and Executory Contracts; and (II) Proposed Cure Obligations, if Any, (the "Modified Assumption Notice") which added additional contracts to the
list of those contracts to be assumed and established an extended objection deadline of September 20, 2007. 8. Finally, on September 14, 2007, the Debtors filed a further Notice rescheduling
the auction, setting October 2, 2007 as the date on which bids must be received, establishing October 5, 2007 as the date of the auction, and setting a hearing to approve the sale for October 9,2007. An extended deadline of October 1, 2007 was established with respect to objections to the sale or "the relief requested in the Sale Motion."
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9. On October 30, 2007, the Court entered an Order Pursuant to Sections 105, 363,
364,365, and 503(b) of the Bankruptcy Code, and Rules 2002, 4001,6004,6006, 7062, 9007, and 9014 of the Federal Rules of Bankruptcy Procedure (A) Approving (i) the Sale of the Debtors' Mortgage Servicing Business Free and Clear of Liens, Claims and Interests, (ii) the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases Related Thereto, and (B) Granting Certain Related Relief (the "Sale Approval Order") (Docket No.
1711). 10. Pursuant to the Sale Approval Order, Wells Fargo filed the Initial Omnibus Cure
Claim of Wells Fargo Bank, N.A., as Master Servicer, Securities Administrator, Trust Administrator and/or Indenture Trustee Against Cure Escrow (Docket No. 2229) (the "Initial
Omnibus Cure Claim") on or about November 29,2007, setting forth amounts owed with respect
to defaults relating to Assumed Contracts2 related to acts or omissions that occurred prior to October 30, 2007. 11. On or about November 26, 2007, the Debtors filed their Notice of Interim Period
Cure Schedule (Docket No. 2166) (the "Interim Period Cure Schedule") setting forth proposed cure amounts with respect to the Assumed Contracts related to acts or omissions that occurred between October 30, 2007 and November 16, 2007. On or about December 26, 2007, Wells
Fargo filed the Objection of Wells Fargo Bank, N.A. to the Notice of Interim Period Cure Schedule (Docket No. 2497).
12.
Basis for Claim; Breaches of Representations and Warranties and Early Payment
Unless otherwise indicated, capitalized terms not defined herein shall have the same meaning given to such terms in the Sale Approval Order.
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Fargo Bank to Notice of Interim Period Cure Schedule. As part of the securitization process,
mortgage loans ("Mortgage Loans") were pooled and securities backed by those mortgage loans were issued to investors through the Securitization Trusts. Pursuant to various pooling and servicing agreements to which Wells Fargo, as Trustee, is a party and the documents related to such agreements (collectively, the "Securitization Documents"), the Debtor services certain of the Mortgage Loans in the Securitization Trusts. The Debtor made certain representations and
warranties concerning the Mortgage Loans in the Securitization Documents. Pursuant to the Securitization Documents, the Debtor undertook obligations to cure any breaches of such representations and warranties (collectively, the "Debtor's Undertakings"). If there is a breach of the Debtor's representations and warranties and the Debtor's Undertakings are not performed with respect to any Mortgage Loan, the Debtor is obligated to repurchase that mortgage loan at a price determined pursuant to the Securitization Documents.
13.
repurchase the Mortgage Loans to the extent such loans were refinanced or otherwise paid within a certain amount of time after such loans were originated (the "Early Payment Defaults"). 14. As of the date of this Proof of Claim, there are no known breaches of the Debtor's
representations and warranties with respect to the Mortgage Loans. In addition, as of the date of
this Proof of Claim, there no known Early Payment Defaults with regard to the Mortgage Loans. However, breaches of representations and warranties in the Transaction Documents and Early Payment Defaults may exist that have not yet been discovered. Accordingly, the Trustee hereby
asserts a contingent and unliquidated claim with respect to any undiscovered breaches of the Debtor's representations and warranties in the Securitization Documents and undiscovered Early Payment Defaults. The Trustee reserves the right to amend and/or supplement this Proof of
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15. The Debtor is also responsible for curing certain document deficiencies in the
Mortgage Loan files under the terms of the Securitization Documents including, but not limited to, delivering original title policies and original recorded mortgages. The Debtor is obligated to
cure any deficiencies in compliance with the foregoing obligations and all other obligations under the Securitization Documents, and may have an obligation to repurchase the relevant Mortgage Loan if it fails to do so. 16. To date, the Trustee is informed of the document deficiencies described in
Exhibits B-1 to B-6 hereto. Additional document deficiencies may also exist that have not yet been discovered. The Trustee hereby asserts a contingent and unliquidated claim with respect to
the known document deficiencies described in Exhibit B as well as all other undiscovered document deficiencies. The Trustee reserves the right to amend andlor supplement this Proof of Claim to amend andlor supplement Exhibits B-1 to B-6 to set forth additional document deficiencies. 17. Under the terms of the relevant Securitization Documents, Wells Fargo, as
Trustee, asserts a claim for the Trustee's fees and expenses, whether heretofore or hereafter incurred, including, but not limited to, attorneys' fees and expenses. The Trustee also asserts a claim for indemnification for any and all claims, losses and costs incurred by it as a result of the actions of the servicer. Wells Fargo has retained the law firms of Chapman and Cutler LLP and Wolf Block to perform legal services on behalf of the Trustee in connection with these bankruptcy proceedings and the transfer of the servicing business to a third party. The legal fees
and expenses of outside counsel relate primarily to extraordinary default management and the sale of the Debtors' loan servicing business. As of December 31, 2007, these legal fees and expenses total $653,078.05. In addition, Wells Fargo has incurred internal costs for
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extraordinary default management and administration including, but not limited to, additional
staffing, staff overtime and travel expenses in the amount of $78,836.36. 18. Wells Fargo also asserts this Proof of Claim pursuant to the Order Pursuant to
Sections 105(a), 345, and 503(b)(l) of the Bankruptcy Code (I) Authorizing the Debtors to Maintain and Use Existing Bank Accounts and Business Forms; (II) Authorizing the Debtors to Maintain and Use Existing Cash Management System; and (III) Extending The Debtors' Time to Comply with Section 345 of the Bankruptcy Code, dated August 7, 2007 (Docket No. 366) (the "Cash Management Order"). The Cash Management Order provides, in relevant part, that: [T]he Debtors shall perform each of their Securitization Servicing Functions in accordance with the terms and conditions of the Securitization Documents until the Termination Date (as defined below). Without limiting the generality of the foregoing, the Debtors are authorized and directed to make all required Advances and to perform indemnification obligations as provided under the Securitization Documents without further application to, or order of, this Court. In addition, parties to the securitization transactions are authorized free and clear of any constraints imposed by the Bankruptcy Code, including, without limitation, Section 362 of the Bankruptcy Code, to continue any customary prepetition practices of billing, reporting or otherwise making demands on each other as to amounts due and to the extent that the relevant parties continue to agree to do so, of "netting" amounts currently due to and from such parties. Cash Management Order, page 7.
19.
The Cash Management Order further provides, in relevant part, that: The reasonable costs of such trustee monitoring efforts shall be considered a reasonable expense of administration of the securitization trust reimbursable under the indemnification provisions of the Securitization Documents in accordance with the Securitization Documents or, alternatively, such expenses shall be provided with administrative expense priority under section 503(b)(l)(A) and 507(a)(2) to the extent provided in the relevant Securitization Documents.
20. Date Debt Was Incurred. The claims set forth herein relate to securitization
transactions that were entered into at various times prior to the Petition Date. This Proof of Claim includes postpetition legal fees of $653,078.05 and postpetition internal administrative
If Court Judgment Was Obtained. No judgment has been rendered with respect to
22.
non-priority claim. Wells Fargo, as Trustee, reserves the right to assert the claims set forth herein as administrative priority expense claims.
23.
Credits and Setoffs. To the knowledge of the undersigned, the claims are not
subject to any setoff or counterclaim. The amount of all payments made prior to the Petition Date have been credited and deducted for the purpose of making this Proof of Claim, but no other payments have been credited or deducted.
24.
are voluminous. Wells Fargo reserves its rights to support its claim with documents it believes are relevant but believes all of the relevant agreements are in the possession and control of the Debtors.
25.
General Reservation of Rights and Claims. Wells Fargo expressly reserves any
rights, remedies, liens, interests, priorities, protections, defenses and claims which it may have against the Debtors or any subsidiaries, creditors, management and other parties under the Bankruptcy Code, and the rights and benefits at law or in equity to all the rights and interests under and with respect to the Securitization Documents. 26. The filing of this Proof of Claim is not intended to be and should not be construed
as (a) an election of a remedy, a waiver of any past, present or future defaults or events of default
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or a waiver or limitation of any rights, claims or causes of action of Wells Fargo; (b) a consent
by Wells Fargo to the jurisdiction of this Court with respect to the subject matter of this Proof of Claim, any objection or other proceeding commenced in this case or otherwise involving Wells Fargo; or (c) a waiver of any right to (i) move to withdraw reference, or otherwise challenge the jurisdiction of this Court, with respect to the subject matter of this Proof of Claim, any objection or other proceeding commenced in this case against or otherwise involving Wells Fargo; or (ii)
assert that the reference has already been withdrawn with respect to the subject matter of this Proof of Claim, any objection or other proceeding commenced with respect thereto or any other proceeding commenced in this case against or otherwise involving Wells Fargo. Wells Fargo specifically preserves all of its procedural and substantive defenses and rights with respect to any claim that may be asserted against Wells Fargo by the Debtors, any of its successors and assigns or by any trustee for the Debtors' estate. 27.
Adoption of Claims of Master Servicers. To the extent that the Master Servicers
assert claims not set forth herein that are determined to be claims that can only be asserted by the Trustee, Wells Fargo, as Trustee, adopts the claims set forth in the Master Servicers' respective proofs of claim and incorporates such claims herein by reference.
28.
Multiple Originators.
Wells Fargo may serve as Trustee with respect to Accordingly, Wells Fargo
reserves the right to amend and/or supplement this Proof of Claim to the extent it determines there are breaches of representations and warranties, Early Payment Defaults and/or document
deficiencies with respect to other Mortgage Loans originated by the Debtor or for which the Debtor has otherwise undertaken the obligation to cure such breaches of representations and warranties, Early Payment Defaults and/or document deficiencies. [Remainder of page intentionally left blank.]
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Transaction
1
Exhibit A
AHMIT 2004-1 AHMIT 2004-2 MANA 2007-Al MANA 2007-A2 MANA 2007-AFI MLMI 2006-F2
3
4
5
6
2371121.01.01.xls
Page 1
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439473 439873 439873 440480 440480 440823 440823 441062 - -':: 441178 442254 442254 442346 442346 442578 442578 442917 44291 443895 443895 444384 444384 444810 444810 -
01-Dec-07 01-0ec-07 01-Dec-07 01-0ec-07 01-Dec-07 01-Dec-07 01-Dec-07 01-Dec-07 AH043C AH043C AH043C AH043C AH043C AH043C AH043C AH043c
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Exhibrt B1
Document Exceptions for AHMIT 2004-1
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Exhibit 6-2
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Page 18
Page 19
Exhibit B-2
Page 20
Page 21
------- i 546250 --------375IY601 1" 546252 !YS01 546254 --- 247999 :Y6i51---546254 Y602 546287 ......... 280606 'IY601 ------1-54629"4 -----311799
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