10-K 1 e65933_2006-1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Numbers 333-101155, 001-32572 SATURNS Trust No. 2006-1 MS STRUCTURED ASSET CORP., as Depositor and Sponsor (Exact name of registrant as specified in its charter) Delaware 13-4026700 -------------------------------------------------------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 1585 Broadway, Second Floor New York, New York 10036 Attention: Madhu Philips (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (212) 761-2520 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered SATURNS Tribune Company New York Stock Exchange Debenture Backed Series 2006-1 Callable Class A Units Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ___ No X Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X All of the common stock of the registrant is held by Morgan Stanley. As of March 7, 2007, 1,000 shares of common stock, par value $1.00 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: The following reports of Morgan Stanley: Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2006; Annual Report on Form 10-K for the fiscal year ended November 30, 2006; Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2007; and all other documents subsequently filed by Morgan Stanley pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, during the fiscal year covered by this Report on Form 10-K, which contain financial statements of Morgan Stanley or which amend the foregoing reports. PART I ITEM 1. BUSINESS Not Applicable ITEM 1A. RISK FACTORS Not Applicable ITEM 1B. UNRESOLVED STAFF COMMENTS None ITEM 2. PROPERTIES Not Applicable ITEM 3. LEGAL PROCEEDINGS Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Not Applicable ITEM 6. SELECTED FINANCIAL DATA Not Applicable ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Not Applicable ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Not Applicable ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable ITEM 9A. CONTROLS AND PROCEDURES Not Applicable ITEM 9B. OTHER INFORMATION None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT None ITEM 11. EXECUTIVE COMPENSATION Not Applicable ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Not Applicable ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Not Applicable ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Not Applicable ADDITIONAL DISCLOSURE ITEMS PURSUANT TO REGULATION AB ITEM 1112(b). SIGNIFICANT OBLIGORS OF POOL ASSETS Tribune Company (as successor by merger to The Times Mirror Company), the underlying security issuer with respect to the Units, is a "significant obligor" with respect to the assets of the Trust for purposes of Item 1112 of Regulation AB. For any financial statements of Tribune Company required to be provided under Regulation S-X during the period since the initial issuance of the Units, this Form 10-K report refers, pursuant to Item 1100(c)(2) of Regulation AB, to the periodic reports of Tribune Copmany under section 13(a) or 15(d) of the Exchange Act ("Underlying Security Issuer Exchange Act Reports") that are on file with the Securities and Exchange Commission (the "SEC"). Such Underlying Security Issuer Exchange Act Reports may be accessed at the public reference facilities maintained by the SEC at Room 1024, 100 F Street, NE, Washington, D.C. 20549. Copies of those materials can be obtained by making a written request to the SEC, Public Reference Section, 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. The SEC also maintains a website on the internet at http://www.sec.gov at which users can view and download copies of reports, proxy, information statements and other information filed electronically. The SEC file number for Tribune Company is 001-08572. The underlying security issuer financial statements and Underlying Security Issuer Exchange Act Reports referred to above are not incorporated by reference in this Form 10-K report; and the Trust, the Trustee, the depositor, the sponsor and their affiliates have not verified, have not undertaken to verify, and will not verify, the content of any such underlying security guarantor financial statements or Underlying Security Issuer Exchange Act Reports. ITEM 1114(b)(2). CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT CERTAIN DERIVATIVES INSTRUMENTS None ITEM 1115(b). CERTAIN DERIVATIVES INSTRUMENTS - FINANCIAL INFORMATION None ITEM 1117. LEGAL PROCEEDINGS None ITEM 1119. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None ITEM 1122. COMPLIANCE WITH APPLICABLE SERVING CRITERIA See Exhibits 33.1 and 34.1 to this Annual Report. ITEM 1123. SERVICER COMPLIANCE STATEMENT See Exhibit 35.1 to this Annual Report. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Report: (1) Financial Statements: Distribution Reports on Form 10-D are hereby incorporated by reference. See the table below:
SATURNS Trust No.: Closing Date Payment Dates Form 10-D Filing Dates For FY 2006 2006-1 February 28, 2006 May 15 and November 15 May 30, 2006 and November 30, 2006
(2) Financial Statement Schedules pursuant to Item 8: Not Applicable (3) Exhibits: Exhibit 31.1 Rule 13a-14(d) Certification Exhibit 33.1 Report of LaSalle Bank National Association on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities Exhibit 34.1 Attestation Report of Ernst & Young, LLP on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities Exhibit 35.1 Servicer Compliance Statement (b) Exhibits: See Item 15(a)(3) above (c) Other Financial Statement Schedules: Not applicable SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: March 28, 2007 MS STRUCTURED ASSET CORP. (Registrant) By: /s/Madhu Philips ------------------------------- Name: Madhu Philips Title: Vice President Exhibit 31.1 RULE 13a-14(d) Certification I, Madhu Philips, certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of SATURNS Trust No. 2006-1 (the "Exchange Act periodic reports"); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer, LaSalle Bank National Association, as Trustee of SATURNS Trust No. 2006-1, has fulfilled its obligations under the servicing agreement, which is the Trust Agreement relating to SATURNS Trust No. 2006-1; and 5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: LaSalle Bank National Association and its officers and agents. By: /s/Madhu Philips ------------------------------- Name: Madhu Philips Title: Vice President Date: March 28, 2007 Exhibit 33.1 Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities Management's Assertion on Compliance with Item 1122 Criteria LaSalle Bank National Association (the "Asserting Party") is responsible for assessing its compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB (17 C.F.R, 229.1122(d)) as indicated on Exhibit A annexed hereto entitled "1122 Servicing Criteria to be Addressed in Assessment of Compliance" (the "Servicing Criteria"). The Asserting Party has assessed the effectiveness of its compliance with the applicable Servicing Criteria as of December 31, 2006, and for the period of January 1, 2006 through December 31, 2006 (the "Reporting Period"). In making this assessment, the Asserting Party used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. Based on such assessment, the Asserting Party believes that, as of December 31, 2006 and for the Reporting Period, it has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB for the servicing activities it performs in the asset-backed securities transactions detailed on Exhibit B. For servicing criteria 1122(d)(3)(i)(A) and (B), this assertion covers only the information on the report to investors that is required by the respective transaction agreements. Ernst and Young, an independent registered public accounting firm, has issued an attestation report with respect to the Asserting Party's assessment of compliance with the Servicing Criteria as of December 31, 2006 and for the Reporting Period. The asset-backed securities transactions to which this assertion and the attestation report relate are listed on Exhibit B. LaSalle Bank National Association By: /s/Barbara L. Marik ----------------------------- Name: Barbara L. Marik Title: First Vice President Date: February 28, 2007 Exhibit A 1122 Servicing Criteria to be addressed in an Assessment of Compliance
Reg AB Servicing Criteria Servicing Criteria Reference Applicable to LaSalle Bank National Association General Servicing Considerations 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. X 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. X 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and 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 X accordance with the terms of the transaction agreements. Cash Collection and Administration 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two X 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 behalf of an obligor or to an X investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees 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 X transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) X as set forth in the transaction agreements. 1122(d)(2)(v) Each custodial account is maintained at 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 X 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 to prevent unauthorized X access. 1122(d)(2)(vii) Reconciliations are prepared on a 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 X 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. Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are X 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 investors' or the indenture trustee's records as to the total unpaid principal balance and number of Pool Assets serviced by the related Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the X transaction agreements. 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the related Servicer's investor records, or such other number of X days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank X statements. Pool Asset Administration 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the X transaction agreements or related pool asset documents. 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the X transaction agreements 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or X requirements in the transaction agreements. 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the related 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 related Servicer's records regarding the pool assets agree with the related Servicer's records with respect to an obligor's unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or 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 (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 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). 1122(d)(4)(ix) Adjustments to interest rates or rates 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 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 (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 connection with any payment to be made on behalf of an obligor are paid from the related 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 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 uncollectible accounts are recognized and recorded in accordance with the transaction agreements. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as X set forth in the transaction agreements.
EXHIBIT B 2006 Transactions
Non-Specific Transactions Nominal Trustee Transactions Custodian Only Transactions Paying Agent Only Transactions ACE Series 2006-GP1 Bear Stearns Series 2006-PWR11 Basic Asset Backed 2006-1 Washington Mutual Series 2006-AR2 Banc of America Comm. Bear Stearns Series 2006-PWR12 Credit Suisse AB Series 2006-1 Washington Mutual Mtge Series 2006-2 Series 2006-AR6 Banc of America Comm. Bear Stearns Series 2006-PWR13 Credit Suisse AB Series 2006-2 Washington Mutual Mtge Series 2006-5 Series 2006-AR7 Bear Stearns Series 2006-AQ1 Bear Stearns Series 2006-PWR14 Credit Suisse AB Series 2006-3 Washington Mutual Series 2006-AR8 Bear Stearns Series 2006-EC1 Bear Stearns Series 2006-TOP22 Credit Suisse AB Series 2006-4 Washington Mutual Series 2006-AR9 Bear Stearns Series 2006-EC2 Bear Stearns Series 2006-TOP24 Credit Suisse ARMT Series 2006-1 Washington Mutual Series 2006-AR10 Bear Stearns Series 2006-HE1 GSAA Home Equity Trust 2006-14 Credit Suisse ARMT Series 2006-2 Washington Mutual Series 2006-AR11 Bear Stearns Series 2006-HE2 GSAMP Series 2006-HE3 Credit Suisse ARMT Series 2006-3 Washington Mutual Series 2006-AR12 Bear Stearns Series 2006-HE3 GSAMP Series 2006-HE4 Credit Suisse HEMT Series 2006-1 Washington Mutual Series 2006-AR13 Bear Stearns Series 2006-HE4 GSAMP Series 2006-HE5 Credit Suisse HEMT Series 2006-2 Washington Mutual Series 2006-AR14 Bear Stearns Series 2006-HE5 GSAMP Series 2006-HE6 Credit Suisse HEMT Series 2006-3 Washington Mutual Series 2006-AR15 Bear Stearns Series 2006-HE6 GSAMP Series 2006-HE7 Credit Suisse HEMT Series 2006-4 Washington Mutual Series 2006-AR16 Bear Stearns Series 2006-HE7 GSAMP Series 2006-HE8 Credit Suisse HEMT Series 2006-5 Washington Mutual Series 2006-AR17 Bear Stearns Series 2006-HE8 JP Morgan Series 2006-LDP9 Credit Suisse HEMT Series 2006-6 Washington Mutual Series 2006-AR18 Bear Stearns Series 2006-HE9 Morgan Stanley Series 2006-TOP21 Credit Suisse Series 2006-1 Washington Mutual Series 2006-AR19 Bear Stearns Series 2006-HE10 Morgan Stanley Series 2006-TOP23 Credit Suisse Series 2006-2 Washington Mutual Series 2006-HE1 Bear Stearns Series 2006-PC1 Morgan Stanley Capital I Credit Suisse Series 2006-3 Washington Mutual Series 2006-HQ10 Series 2006-HE2 Bear Stearns ABS Series 2006-1 Morgan Stanley Mtg Loan Trust Credit Suisse Series 2006-4 Washington Mutual Series 2006-16ARX Series 2006-HE3 Bear Stearns Mortgage Morgan Stanley Mtg Loan Trust Credit Suisse Series 2006-5 Washington Mutual Funding Series 2006-SL1 Series 2006-1AR Series 2006-HE4 Bear Stearns Mortgage Morgan Stanley Mtg Loan Trust Credit Suisse Series 2006-6 Washington Mutual Funding Series 2006-SL2 Series 2006-3AR Series 2006-HE5 Bear Stearns Mortgage Morgan Stanley Mtg Loan Trust Credit Suisse Series 2006-7 Washington Mutual Funding Series 2006-SL3 Series 2006-5AR WMALT 2006-AR1 Bear Stearns Mortgage Morgan Stanley Mtg Loan Trust Credit Suisse Series 2006-8 Washington Mutual Funding Series 2006-SL4 Series 2006-6AR WMALT 2006-AR2 Bear Stearns Mortgage Morgan Stanley Mtg Loan Trust Credit Suisse Series 2006-9 Washington Mutual Funding Series 2006-SL5 Series 2006-8AR WMALT 2006-AR3 Bear Stearns Mortgage Morgan Stanley Mtg Loan Trust Credit Suisse HEAT Series 2006-1 Washington Mutual Funding Series 2006-SL6 Series 2006-9AR WMALT 2006-AR4 C-BASS Series 2006-CB7 Morgan Stanley Mtg Loan Trust Credit Suisse HEAT Series 2006-3 Washington Mutual Series 2006-2 WMALT 2006-AR5 C-BASS Series 2006-CB9 Morgan Stanley Mtg Loan Trust Credit Suisse HEAT Series 2006-4 Washington Mutual Series 2006-7 WMALT 2006-AR6 Citigroup Commercial Mortgage Morgan Stanley Mtg Loan Trust Credit Suisse HEAT Series 2006-5 Washington Mutual Trust Series 2006-C4 Series 2006-11 WMALT 2006-AR7 Citigroup Commercial Mortgage Morgan Stanley Mtg Loan Trust Credit Suisse HEAT Series 2006-6 Washington Mutual Trust Series 2006-C5 Series 2006-12XS WMALT 2006-AR8 CD 2006-CD3 Mortgage Trust Morgan Stanley Mtg Loan Trust Credit Suisse HEAT Series 2006-7 Washington Mutual Series 2006-13ARX WMALT 2006-AR9 COMM Series 2006-C8 Morgan Stanley Mtg Loan Trust Credit Suisse HEAT Series 2006-8 Washington Mutual Series 2006-15XS WMALT 2006-AR10 CSFB Commercial Mtg. Morgan Stanley Mtg Loan Trust Lehman Mortgage Trust Series 2006-1 Washington Mutual Trust Series 2006-C4 Series 2006-17XS WMALT 2006-1 First Franklin MLT Series Thornburg Mtg Securities Trust Lehman Mortgage Trust Series 2006-4 Washington Mutual 2006-FF18 Series 2006-1 WMALT 2006-2 Greenwich Capital Thornburg Mtg Securities Trust Lehman Mortgage Trust Series 2006-5 Washington Mutual Series 2006-GG7 Series 2006-2 WMALT 2006-3
GE Capital Comm Mtg. Thornburg Mtg Securities Trust Lehman Mortgage Trust Series 2006-6 Washington Mutual Corp. Series 2006-C1 Series 2006-3 WMALT 2006-4 JP Morgan Series 2006-CIBC14 Thornburg Mtg Securities Trust Lehman Mortgage Trust Series 2006-7 Washington Mutual Series 2006-4 WMALT 2006-5 JP Morgan Series 2006-CIBC15 Thornburg Mtg Securities Trust Lehman Mortgage Trust Series 2006-8 Washington Mutual Series 2006-5 WMALT 2006-6 JP Morgan Series 2006-CIBC17 Thornburg Mtg Securities Trust Lehman Mortgage Trust Series 2006-9 Washington Mutual Series 2006-6 WMALT 2006-7 JP Morgan Series 2006-LDP7 ZUNI Trust Series 2006-OA1 Lehman XS Trust Series 2006-1 Washington Mutual WMALT 2006-8 JP Morgan Series 2006-LDP8 Lehman XS Trust Series 2006-3 Washington Mutual WMALT 2006-9 Non-Specific Transactions Nominal Trustee Transactions Custodian Only Transactions Paying Agent Only Transactions Lehman XS Trust Series 2006-8 Lehman XS Trust Series 2006-5 Lehman XS Trust Series 2006-11 Lehman XS Trust Series 2006-7 Lehman XS Trust Series 2006-15 Lehman XS Trust Series 2006-9 Lehman XS Trust Series 2006-19 Lehman XS Trust Series 2006-10N Lehman XS Trust Series 2006-20 Lehman XS Trust Series 2006-12 Lehman Mortgage Trust Lehman XS Trust Series 2006-13 Series 2006-2 LB-UBS Comm. Mtge. Lehman XS Trust Series 2006-17 Trust Series 2006-C1 LB-UBS Comm. Mtge. Morgan Stanley Series 2006-HE1 Trust Series 2006-C3 LB-UBS Comm. Mtge. Morgan Stanley Series 2006-HE2 Trust Series 2006-C4 LB-UBS Comm. Mtge. Morgan Stanley Series 2006-HE3 Trust Series 2006-C6 LB-UBS Comm. Mtge. Morgan Stanley Series 2006-HE4 Trust Series 2006-C7 Merrill Lynch Series 2006-MLN1 Morgan Stanley Series 2006-HE5 Merrill Lynch Series 2006-OPT1 Morgan Stanley Series 2006-HE6 Merrill Lynch Series 2006-WMC2 Morgan Stanley Series 2006-HE7 Merrill Lynch Series 2006-FF1 Morgan Stanley Series 2006-HE8 Merrill Lynch Countrywide Morgan Stanley HEL Series 2006-1 Series 2006-1 Merrill Lynch Countrywide NYMC Series 2006 Series 2006-2 Merrill Lynch Countrywide SAIL 2006-1 Series 2006-3 Merrill Lynch Countrywide SAIL 2006-2 Series 2006-4 Merrill Lynch Series 2006-AHL1 SAIL 2006-3 Merrill Lynch Series 2006-AR1 SAIL 2006-4 Merrill Lynch Series 2006-FM1 SARM 2006-1 Merrill Lynch Series 2006-HE2 SARM 2006-2 Merrill Lynch Series 2006-HE3 SARM 2006-3 Merrill Lynch Series 2006-HE4 SARM 2006-4 Merrill Lynch Series 2006-HE5 SARM 2006-5 Merrill Lynch Series 2006-HE6 SARM 2006-6 Merrill Lynch Series 2006-RM1 SARM 2006-7 Merrill Lynch Series 2006-RM2 SARM 2006-8 Merrill Lynch Series 2006-RM3 SARM 2006-9 Merrill Lynch Series 2006-RM4 SARM 2006-10 Merrill Lynch Series 2006-RM5 SARM 2006-11 Merrill Lynch Series 2006-SD1 SARM 2006-12 Merrill Lynch Series 2006-SL1 SASCO 2006-BC1 Merrill Lynch Series 2006-SL2 SASCO 2006-BC2
Merrill Lynch Series 2006-C1 SASCO 2006-BC3 Merrill Lynch Series 2006-C2 SASCO 2006-BC4 Morgan Stanley Capital I SASCO 2006-BC5 Series 2006-HQ8 Morgan Stanley Capital I SASCO 2006-BC6 Series 2006-HQ9 Morgan Stanley Capital I SASCO 2006-S1 Series 2006-IQ11 Morgan Stanley Capital I SASCO 2006-S2 Series 2006-IQ12 Morgan Stanley Mtg Loan Trust SASCO 2006-S3 Series 2006-4SL Morgan Stanley Mtg Loan Trust SASCO 2006-S4 Series 2006-10SL Morgan Stanley Mtg Loan Trust Sequoia Alternative Loan Series 2006-14SL Trust Series 2006-1 OWNIT Mortgage Loan Trust Series 2006-3 OWNIT Mortgage Loan Trust Series 2006-4 Non-Specific Transactions Nominal Trustee Transactions Custodian Only Transactions Paying Agent Only Transactions OWNIT Mortgage Loan Trust Series 2006-5 OWNIT Mortgage Loan Trust Series 2006-6 OWNIT Mortgage Loan Trust Series 2006-7 SACO I Trust Series 2006-1 SACO I Trust Series 2006-2 SACO I Trust Series 2006-3 SACO I Trust Series 2006-4 SACO I Trust Series 2006-5 SACO I Trust Series 2006-6 SACO I Trust Series 2006-7 SACO I Trust Series 2006-8 SACO I Trust Series 2006-9 SACO I Trust Series 2006-10 SACO I Trust Series 2006-12 SATURNS Series 2006-1 SATURNS Series 2006-2 TILES Series 2006-1 Wachovia Bank CMT Series 2006-C24
Exhibit 34.1 Attestation Report of Ernst & Young, LLP on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities Report of Independent Registered Public Accounting Firm We have examined management's assertion, included in the accompanying Management's Assertion on Compliance with Item 1122 Criteria, that LaSalle Bank National Association ("LBNA" or "the Company"), a wholly owned subsidiary of LaSalle Bank Corporation, complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB for all new Asset Backed Securities, Commercial Mortgage Backed Securities and Residential Mortgage Backed Securities securitization trust transactions subsequent to January 1, 2006, to the extent subject to Regulation AB for which LBNA is trustee ("the Platform"), as of and for the year ended December 31, 2006, except for those criteria which the Company has determined are not applicable to the activities performed by them with respect to the Platform covered by this report. See Exhibit A of management's assertion for a list of servicing criteria determined by the Company to be applicable to the activities performed by them with respect to the Platform. As indicated in the Management's Assertion on Compliance with Item 1122 Criteria, management's assertion for servicing criteria 1122(d)(3)(i)(A) and (B) covers only the information in reports to investors that is specifically required by the respective transaction agreements, and not to any additional information included in reports to investors that is not required by the respective transaction agreements. Management is responsible for the Company's compliance with the servicing criteria listed in Exhibit A. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual mortgage transactions and securities that comprise the platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 for the Platform, is fairly stated, in all material respects. /s/Ernst & Young LLP February 28, 2007 Exhibit 35.1 Servicer Compliance Statement [On LaSalle Bank ABN AMRO Letterhead] Annual Statement of Compliance MS Structured Asset Corp. 1585 Broadway New York, New York 10036 Re: TRUST AGREEMENT, between MS Structured Asset Corp. (the "Depositor") and LaSalle Bank National Association (the "Trustee"), made as of the date February 28, 2006 relating to SATURNS Trust No. 2006-1 (the "Agreement"). I, Barbara L. Marik, a First Vice President of LaSalle Bank National Association, as Trustee hereby certify that: (1) A review of the activities of the Trustee during the preceding calendar year and of the performance of the Trustee under the Agreement has been made under my supervision; and (2) To the best of my knowledge, based on such review, the Trustee has fulfilled all its obligations under the Agreement in all material respects throughout such year or a portion thereof. LaSalle Bank National Association, as Trustee /s/ Barbara L. Marik ------------------------------------- Name: Barbara L. Marik Title: First Vice President Date: February 28, 2007