10-K 1 gsaa063_form10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [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 Number: 333-127620-24 GSAA Home Equity Trust 2006-3 (Exact name of Issuing Entity as specified in its charter) GS Mortgage Securities Corp. (Exact name of Depositor as specified in its charter) Goldman Sachs Mortgage Company (Exact name of Sponsor as specified in its charter) New York 55-0916359, 55-0916355, 55-0916358 (State or other jurisdiction of (I.R.S. Employer Identification No. incorporation or organization of issuing entity) of issuing entity) 85 Broad Street, New York, New York 10004 (Address of principal executive offices (Zip Code of issuing entity) of issuing entity) Telephone number, including area code of issuing entity: (212) 902-1000 Securities registered pursuant to Section 12(b) of the Act: None 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 Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the 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 (229.405 of this chapter) 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. Not Applicable. 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 12-b-2 of the Exchange Act. 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] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not Applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not Applicable. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy information statement; and, (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended date December 24, 1980). Not Applicable. 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, Related Stockholder Matters and Issuer Purchases of Equity Securities. Not Applicable. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. 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 9A(T). Controls and Procedures. Not Applicable. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Not Applicable. Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Not Applicable. Item 13. Certain Relationships and Related Transactions, and Director Independence. Not Applicable. Item 14. Principal Accounting Fees and Services. Not Applicable. ADDITIONAL DISCLOSURE ITEMS FROM REGULATION AB Item 1112(b) of Regulation AB: Significant Obligor Financial Information No single obligor represents 10% or more of the pool assets held by the issuing entity. Item 1114(b)(2) and Item 1115(b) of Regulation AB: Significant Enhancement Provider Financial Information None. Item 1117 of Regulation AB: Legal Proceedings None. Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions Provided previously in the prospectus supplement of the Registrant relating to the issuing entity and filed pursuant to Rule 424 of the Securities Act of 1933, as amended. Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria (a) See Exhibits 33 and 34. (b) Material instances of noncompliance: During the Reporting Period, the JPMorgan Chase Bank, National Association, as Master Servicer, Securities Administrator and Custodian, has identified the following material instances of noncompliance with the Applicable Servicing Criteria: CFR Item 1122(d)(3)(i): Certain monthly investor reports omitted information required by the transaction agreements and/or contained errors in the information presented. CFR Item 1122(d)(3)(ii): Certain monthly investor distributions contained errors as to amounts due to certain investors. National City Mortgage Co. has assessed compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that it has complied, in all material respects, with the Applicable Servicing Criteria during the Reporting Period with respect to the Platform taken as a whole, except as noted below: There were 29 possible instances where National City Mortgage Co. did not prepare default loan data reports for the master servicer within the timeframes set forth in the transaction agreements as required in section 1122(d)(3)(i)(A). All other loan level reports were completed as required. GreenPoint Mortgage Funding, Inc. has identified the following noncompliance with servicing criteria 1122(d)(1)(i), 1122(d)(2)(iv) and 1122(d)(3)(ii) applicable to the Platform during the year ended December 31, 2006, as follows: 1122(d)(1)(i) GreenPoint Mortgage Funding, Inc. did not institute policies and procedures to monitor performance or other triggers and events of defaults in accordance with the transaction agreements. 1122(d)(2)(iv) GreenPoint Mortgage Funding, Inc. did not establish separate P&I and T&I accounts for certain securitizations which allowed funds to be commingled in various custodial accounts. 1122(d)(3)(ii) In certain situations where GreenPoint Mortgage Funding, Inc. has received mortgage insurance proceeds prior to the liquidation of the related properties, the mortgage insurance proceeds were not remitted at the time of the next regularly scheduled remittance date as required by the transaction agreements, but instead remained in the related custodial account and were remitted at the time the REO liquidation proceeds were remitted to the Master Servicer. Item 1123 of Regulation AB, Servicer Compliance Statement See Exhibit 35. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Not Applicable. (2) Not Applicable. (3) The following documents are included as part of, or incorporated by reference to, this annual report: Exhibit No. 4.1 Master Servicing and Trust Agreement, dated as of February 1, 2006, among the Goldman Sachs Mortgage Securities Corp., Deutsche Bank National Trust Company, JPMorgan Chase Bank, National Association and U.S. Bank National Association, as custodians, JPMorgan Chase Bank, National Association, as master servicer and securities administrator, and U.S. Bank National Association, as trustee (Filed as Exhibit 99.1 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.1 Swap Agreement, dated as of February 24, 2006, between the Goldman Sachs Mortgage Company and Goldman Sachs Mitsui Marine Derivative Products, L.P., with Schedule and Confirmation thereto (Filed as Exhibit 99.2 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.2 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp., Countrywide Home Loans, Inc. and Countrywide Home Loans Servicing LP (Filed as Exhibit 99.3 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.3 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, Countrywide Home Loans Servicing LP and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.4 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.4 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and First National Bank of Nevada (Filed as Exhibit 99.5 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.5 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, First National Bank of Nevada and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.6 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.6 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and National City Mortgage Co. (Filed as Exhibit 99.7 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.7 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, National City Mortgage Co. and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.8 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.8 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and GreenPoint Mortgage Funding, Inc. (Filed as Exhibit 99.9 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.9 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, GreenPoint Mortgage Funding and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.10 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.10 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.11 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.11 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, JPMorgan Chase Bank, National Association, as servicer and JPMorgan Chase Bank, National Association, as master servicer(Filed as Exhibit 99.12 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.12 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and Avelo Mortgage, L.L.C. (Filed as Exhibit 99.13 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.13 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, Avelo Mortgage, L.L.C. and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.14 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.14 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and Countrywide Home Loans Servicing LP (Filed as Exhibit 99.15 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.15 Assignment Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, Countrywide Home Loans, Inc., Countrywide Home Loans Servicing LP and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.16 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 31.1 Rule 13a-14(d)/15d-14(d) Certification 33.1 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of The Bank of New York Trust Company, N.A., as Securities Administrator 33.2 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of JPMorgan Chase Bank, N.A., as Securities Administrator 33.3 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Deutsche Bank National Trust Company, as Custodian 33.4 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of JPMorgan Chase Bank, N.A., as Custodian 33.5 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of U.S. Bank National Trust Company, as Custodian 33.6 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Chase Bank, N.A., as Master Servicer 33.7 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Countrywide Home Loans Servicing LP, as Servicer 33.8 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of National City Mortgage Co., as Servicer 33.9 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Regulus Group LLC, as Vendor for National City Mortgage Co. 33.10 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of JPMorgan Chase Bank, N.A., as Servicer 33.11 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Chase Home Finance LLC, as Servicer 33.12 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of GreenPoint Mortgage Funding, Inc., as Servicer 34.1 Attestation Report of Independent Registered Public Accounting Firm for The Bank of New York Trust Company, N.A., as Securities Administrator 34.2 Attestation Report of Independent Registered Public Accounting Firm for JPMorgan Chase Bank, N.A., as Securities Administrator 34.3 Attestation Report of Independent Registered Public Accounting Firm for Deutsche Bank National Trust Company, as Custodian 34.4 Attestation Report of Independent Registered Public Accounting Firm for JPMorgan Chase Bank, N.A., as Custodian 34.5 Attestation Report of Independent Registered Public Accounting Firm for U. S. Bank National Association, as Custodian 34.6 Attestation Report of Independent Registered Public Accounting Firm for Chase Bank, N.A., as Master Servicer 34.7 Attestation Report of Independent Registered Public Accounting Firm for Countrywide Home Loans Servicing LP, as Servicer 34.8 Attestation Report of Independent Registered Public Accounting Firm for National City Mortgage Co., as Servicer 34.9 Attestation Report of Independent Registered Public Accounting Firm for Regulus Group LLC, as Vendor for National City Mortgage Co. 34.10 Attestation Report of Independent Registered Public Accounting Firm for JPMorgan Chase Bank, N.A., as Servicer 34.11 Attestation Report of Independent Registered Public Accounting Firm for Chase Home Finance LLC, as Servicer 34.12 Attestation Report of Independent Registered Public Accounting Firm for GreenPoint Mortgage Funding, Inc., as Servicer 35.1 Servicer Compliance Statement for JPMorgan Chase Bank, N.A., as Master Servicer 35.2 Servicer Compliance Statement for Countrywide Home Loans Servicing LP, as Servicer 35.3 Servicer Compliance Statement for National City Mortgage Co., as Servicer 35.4 Servicer Compliance Statement for JPMorgan Chase Bank, N.A., as Servicer 35.5 Servicer Compliance Statement for Chase Home Finance LLC., as Subservicer 35.6 Servicer Compliance Statement for GreenPoint Mortgage Funding Inc., as Servicer (b) See (a) above. (c) 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. GSAA Home Equity Trust 2006-3 By: GS Mortgage Securities Corp., as Depositor By: /s/ Michelle Gill --------------------------------------- Name: Michelle Gill Title: Vice President GS Mortgage Securities Corp. Date: April 2, 2007 EXHIBIT INDEX Exhibit No. 4.1 Master Servicing and Trust Agreement, dated as of February 1, 2006, among the Goldman Sachs Mortgage Securities Corp., Deutsche Bank National Trust Company, JPMorgan Chase Bank, National Association and U.S. Bank National Association, as custodians, JPMorgan Chase Bank, National Association, as master servicer and securities administrator, and U.S. Bank National Association, as Trustee (Filed as Exhibit 99.1 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.1 Swap Agreement, dated as of February 24, 2006, between the Goldman Sachs Mortgage Company and Goldman Sachs Mitsui Marine Derivative Products, L.P., with Schedule and Confirmation thereto (Filed as Exhibit 99.2 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.2 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp., Countrywide Home Loans, Inc. and Countrywide Home Loans Servicing LP (Filed as Exhibit 99.3 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.3 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, Countrywide Home Loans Servicing LP and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.4 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.4 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and First National Bank of Nevada (Filed as Exhibit 99.5 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.5 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, First National Bank of Nevada and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.6 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.6 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and National City Mortgage Co. (Filed as Exhibit 99.7 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.7 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, National City Mortgage Co. and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.8 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.8 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and GreenPoint Mortgage Funding, Inc. (Filed as Exhibit 99.9 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.9 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, GreenPoint Mortgage Funding and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.10 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.10 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.11 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.11 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, JPMorgan Chase Bank, National Association, as servicer and JPMorgan Chase Bank, National Association, as master servicer(Filed as Exhibit 99.12 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.12 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and Avelo Mortgage, L.L.C. (Filed as Exhibit 99.13 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.13 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, Avelo Mortgage, L.L.C. and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.14 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.14 Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Goldman Sachs Mortgage Company, GS Mortgage Securities Corp. and Countrywide Home Loans Servicing LP (Filed as Exhibit 99.15 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 10.15 Assignment Agreement, dated as of February 24, 2006, among GS Mortgage Securities Corp., U.S. Bank National Association, Countrywide Home Loans, Inc., Countrywide Home Loans Servicing LP and JPMorgan Chase Bank, National Association (Filed as Exhibit 99.16 to Form 8-K/A on May 17, 2006, and incorporated by reference herein.) 31.1 Rule 13a-14(d)/15d-14(d) Certification 33.1 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of The Bank of New York Trust Company, N.A., as Securities Administrator 33.2 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of JPMorgan Chase Bank, N.A., as Securities Administrator 33.3 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Deutsche Bank National Trust Company, as Custodian 33.4 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of JPMorgan Chase Bank, N.A., as Custodian 33.5 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of U.S. Bank National Trust Company, as Custodian 33.6 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Chase Bank, N.A., as Master Servicer 33.7 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Countrywide Home Loans Servicing LP, as Servicer 33.8 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of National City Mortgage Co., as Servicer 33.9 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Regulus Group LLC, as Vendor for National City Mortgage Co. 33.10 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of JPMorgan Chase Bank, N.A., as Servicer 33.11 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of Chase Home Finance LLC, as Servicer 33.12 Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006 of GreenPoint Mortgage Funding, Inc., as Servicer 34.1 Attestation Report of Independent Registered Public Accounting Firm for The Bank of New York Trust Company, N.A., as Securities Administrator 34.2 Attestation Report of Independent Registered Public Accounting Firm for JPMorgan Chase Bank, N.A., as Securities Administrator 34.3 Attestation Report of Independent Registered Public Accounting Firm for Deutsche Bank National Trust Company, as Custodian 34.4 Attestation Report of Independent Registered Public Accounting Firm for JPMorgan Chase Bank, N.A., as Custodian 34.5 Attestation Report of Independent Registered Public Accounting Firm for U. S. Bank National Association, as Custodian 34.6 Attestation Report of Independent Registered Public Accounting Firm for Chase Bank, N.A., as Master Servicer 34.7 Attestation Report of Independent Registered Public Accounting Firm for Countrywide Home Loans Servicing LP, as Servicer 34.8 Attestation Report of Independent Registered Public Accounting Firm for National City Mortgage Co., as Servicer 34.9 Attestation Report of Independent Registered Public Accounting Firm for Regulus Group LLC, as Vendor for National City Mortgage Co. 34.10 Attestation Report of Independent Registered Public Accounting Firm for JPMorgan Chase Bank, N.A., as Servicer 34.11 Attestation Report of Independent Registered Public Accounting Firm for Chase Home Finance LLC, as Servicer 34.12 Attestation Report of Independent Registered Public Accounting Firm for GreenPoint Mortgage Funding, Inc., as Servicer 35.1 Servicer Compliance Statement for JPMorgan Chase Bank, N.A., as Master Servicer 35.2 Servicer Compliance Statement for Countrywide Home Loans Servicing LP, as Servicer 35.3 Servicer Compliance Statement for National City Mortgage Co., as Servicer 35.4 Servicer Compliance Statement for JPMorgan Chase Bank, N.A., as Servicer 35.5 Servicer Compliance Statement for Chase Home Finance LLC., as Subservicer 35.6 Servicer Compliance Statement for GreenPoint Mortgage Funding Inc., as Servicer EX-31.1 Rule 13a-14(d)/15d-14(d) Certification I, Michelle Gill, 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 GSAA Home Equity Trust 2006-3 (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 statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the Servicer has fulfilled its obligations under the Master Servicing and Trust Agreement in all material respects; 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 the information provided to me by the following unaffiliated parties: JPMorgan Chase Bank, N.A., as Securities Administrator, Master Servicer and Servicer, Countrywide Home Loans Servicing LP, National City Mortgage Co., and GreenPoint Mortgage Funding, Inc., as Servicers and Regulus Group LLC as Vendor for National City Mortgage Co. By: /s/ Michelle Gill ------------------------------------- Name: Michelle Gill Title: Vice President GS Mortgage Securities Corp. Date: April 2, 2007 EX-33.1 ASSERTION OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA The Bank of New York and The Bank of New York Trust Company, N.A. (collectively, the "Company") provides this platform-level assessment of compliance with the servicing criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the following servicing criteria are applicable in regards to the following servicing platform for the following period: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other mortgage-related asset-backed securities issued on or after January 1, 2006 (and like-kind transactions issued prior to January 1, 2006) for which the Company provides trustee, securities administration, paying agent or custodial services. The platform includes like kind transactions for which the Company provided trustee, securities administrator, paying agent or custodial services as a result of the Company's acquisition as of October 1, 2006 of portions of JPMorgan Chase Bank, N.A.'s corporate trust business, including structured finance agency and trust transactions. Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except for the following criteria: 1122 (d) (1)(ii), (iii), (iv), (4) (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii) and (xiii). Period: Twelve months ended December 31, 2006. With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria: - The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. - The Company has assessed compliance with the Applicable Servicing Criteria. - As of December 31, 2006 and for the Period, the Company was in material compliance with the Applicable Servicing Criteria. Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance. The Bank of New York The Bank of New York The Bank of New York Trust The Bank of New York Trust Company, N.A. Company, N.A. By: /s/ Robert L. Griffin By: /s/ Patrick J. Tadie ---------------------- ---------------------- Robert L. Griffin Patrick J. Tadie Authorized Signer Authorized Signer March 1, 2007 EX-33.2 JPMorgan Chase Management's Report on Assessment of Compliance with Applicable Servicing Criteria JPMorgan Chase Bank, National Association (the "Asserting Party") is responsible for assessing compliance as of September 30, 2006 and for the period from January 1, 2006 through September 30, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122 (d) of the Code of Federal Regulations (the "CFR"), to the extent required by the related transaction agreements and excluding the criteria set forth in 17 CFR 229.1122(d) (1)(ii)-(iv), (2)(iii), (2)(vi), (4)(i)-(ii), and (4)(iv)-(xiv) which the Asserting Party has concluded are not applicable to the activities it performs with respect to the asset-backed securitization transactions covered by this report (such criteria, after giving effect to the exclusions identified above, the "Applicable Servicing Criteria"). This report covers certain asset-backed securities transactions backed by residential mortgages, home equity loans, auto loans, credit card receivables, dealer floor plans, retail installment contracts and manufactured housing contracts for which transactions the Asserting Party performs the Applicable Servicing Criteria as trustee, securities administrator or paying agent that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the reporting period (the "Platform"), as listed in Appendix A. The Asserting Party has (i) used the criteria set forth in 17 CFR 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) concluded that, other than as identified on Appendix B, the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of September 30, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform, stating that the Asserting Party has complied with the Applicable Servicing Criteria, except for material instances of non-compliance identified on Appendix B, as of September 30, 2006 and for the Reporting Period. JPMorgan Chase Bank, National Association /s/ Kelly A. Mathieson ----------------------- Kelly A. Mathieson, Managing Director Date: March 14, 2007 -------------------------------------------------------------------------------- Appendix A -------------------------------------------------------------------------------- BA Master Credit Card Trust II Capital Auto Receivables Asset Trust 2006-1 Capital One Auto Finance Trust 2006-A Capital One Auto Finance Trust 2006-B Capital One Prime Auto Receivables Trust, 2006-1 Centex Home Equity Loan Trust 2006-A Chase Auto Owner Trust 2006-A Chase Auto Owner Trust 2006-B Chase Credit Card Master Trust, Series 1996-2 (Class A and B) Chase Credit Card Master Trust, Series 1996-3 (Class A and B) Chase Credit Card Master Trust, Series 2001-1 Chase Credit Card Master Trust, Series 2001-2 Chase Credit Card Master Trust, Series 2001-4 Chase Credit Card Master Trust, Series 2001-6 Chase Credit Card Master Trust, Series 2002-1 Chase Credit Card Master Trust, Series 2002-3 Chase Credit Card Master Trust, Series 2002-5 Chase Credit Card Master Trust, Series 2002-7 Chase Credit Card Master Trust, Series 2003-1 Chase Credit Card Master Trust, Series 2003-2 Chase Credit Card Master Trust, Series 2003-3 Chase Credit Card Master Trust, Series 2003-4 Chase Credit Card Master Trust, Series 2003-5 Chase Credit Card Master Trust, Series 2003-6 Chase Credit Card Master Trust, Series 2004-1 Chase Credit Card Master Trust, Series 2004-2 Chase Mortgage Finance Trust Series 2006-A1 Chase Mortgage Finance Trust Series 2006-S1 Chase Mortgage Finance Trust Series 2006-S2 ChaseFlex Trust Series 2006-1 ChaseFlex Trust Series 2006-2 Citigroup Mortgage Loan Trust 2006-CB3 CNH Equipment Trust 2006-A CNH Equipment Trust 2006-B CWHEQ Revolving Home Equity Loan Trust, Series 2006- F CWHEQ Revolving Home Equity Loan Trust, Series 2006-A CWHEQ Revolving Home Equity Loan Trust, Series 2006-B CWHEQ Revolving Home Equity Loan Trust, Series 2006-C CWHEQ Revolving Home Equity Loan Trust, Series 2006-D CWHEQ Revolving Home Equity Loan Trust, Series 2006-E CWHEQ Revolving Home Equity Loan Trust, Series 2006-G CWHEQ Revolving Home Equity Loan Trust, Series 2006-H DaimlerChrysler Auto Trust-2006-A Ford Credit Floorplan Master Owner Trust A, Series 2006-3 Ford Credit Floorplan Master Owner Trust A, Series 2006-4 GMACM Home Equity Loan Trust 2006-HE1 GMACM Home Equity Loan Trust 2006-HE2 GMACM Home Equity Loan Trust 2006-HE3 GMACM Home Equity Loan Trust 2006-HE4 GMACM Home Loan Trust 2006-HLTV1 GMACM Mortgage Loan Trust 2006-AR2 GS Auto Loan Trust 2006-1 GSAA Home Equity Trust 2006-1 GSAA Home Equity Trust 2006-12 GSAA Home Equity Trust 2006-3 GSAA Home Equity Trust 2006-5 GSAA Home Equity Trust 2006-6 GSAA Home Equity Trust 2006-9 GSR Mortgage Loan Trust 2006-4F Honda Auto Receivables 2006-1 Owner Trust IXIS Real Estate Capital Trust 2006-HE1 IXIS Real Estate Capital Trust 2006-HE2 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE1 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE2 J.P. Morgan Mortgage Acquisition Corp. 2006-HE1 J.P. Morgan Mortgage Acquisition Corp. 2006-WMC1 J.P. Morgan Mortgage Acquisition Trust 2006-ACC1 J.P. Morgan Mortgage Acquisition Trust 2006-CW1 J.P. Morgan Mortgage Acquisition Trust 2006-HE2 J.P. Morgan Mortgage Acquisition Trust 2006-NC1 J.P. Morgan Mortgage Acquisition Trust 2006-NC2 J.P. Morgan Mortgage Acquisition Trust 2006-RM1 J.P. Morgan Mortgage Acquisition Trust 2006-WMC2 J.P. Morgan Mortgage Acquisition Trust 2006-WMC3 Nationstar Home Equity Loan Trust 2006-B Newcastle Mortgage Securities Trust 2006-1 NovaStar Mortgage Funding Trust, Series 2006-1 NovaStar Mortgage Funding Trust, Series 2006-2 NovaStar Mortgage Funding Trust, Series 2006-3 NovaStar Mortgage Funding Trust, Series-2006-MTA1 Origen Manufactured Housing Contract Trust 2006-A Ownit Mortgage Loan Trust, Series 2006-1 Trust Popular ABS Mortgage Pass-Through Trust 2006-A Popular ABS Mortgage Pass-Through Trust 2006-B Popular ABS Mortgage Pass-Through Trust 2006-C Popular ABS Mortgage Pass-Through Trust 2006-D RAAC Series 2006-SP1 Trust RAAC Series 2006-SP2 Trust RAAC Series 2006-SP3 Trust RAMP Series 2006-RS1 Trust RAMP Series 2006-RS2 Trust RAMP Series 2006-RS3 Trust RAMP Series 2006-RS4 Trust RAMP Series 2006-RS5 Trust RAMP Series 2006-RZ1 Trust RAMP Series 2006-RZ2 Trust RAMP Series 2006-RZ3 Trust RAMP Series 2006-RZ4 Trust RFMSII Series 2006-HSA1 Trust The Home Equity Loan Trust 2006-HSA2 The Home Equity Loan Trust 2006-HSA3 The Home Equity Loan Trust 2006-HSA4 The Home Equity Loan Trust 2006-HSA5 The Home Loan Trust 2006-HI1 The Home Loan Trust 2006-HI2 The Home Loan Trust 2006-HI3 The Home Loan Trust 2006-HI4 USAA Auto Owner Trust 2006-1 USAA Auto Owner Trust 2006-2 -------------------------------------------------------------------------------- APPENDIX B -------------------------------------------------------------------------------- Material Instances of Noncompliance During the Reporting Period, the Company has identified the following material instances of noncompliance with the Applicable Servicing Criteria. CFR Item 1122(d)(3)(i): Certain monthly investor reports omitted information required by the transaction agreements and/or contained errors in the information presented. CFR Item 1122(d)(3)(ii): Certain monthly investor distributions contained errors as to amounts due to certain investors. Remediation Efforts Errors and omissions were corrected and appropriate measures were taken to avoid similar errors and omissions. -------------------------------------------------------------------------------- JPMorgan Chase Management's Report on Assessment of Compliance with Applicable Servicing Criteria JPMorgan Chase Bank, National Association (the "Asserting Party") is responsible for assessing compliance as of October 1, 2006 and for the period from October 1, 2006 through December 31, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122 (d) of the Code of Federal Regulations (the "CFR"), to the extent required by the related transaction agreements excluding the criteria set forth in 17 CFR 229.1122(d) (1)(i)-(iv), (2)(i)-(vi), (3)(i)-(iv), and (4)(i)-(xv), which the Asserting Party has concluded are not applicable to the activities it performs with respect to the asset-backed securitization transactions covered by this report (such criteria, after giving effect to the exclusions identified above, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by residential mortgages and home equity loans, auto loans, credit cards, dealer floor plans, retail installment contracts and manufactured housing contracts for which transactions the Asserting Party performs the applicable servicing criteria, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were either (1) issued during the calendar year ending December 31, 2006 or (2) issued prior to the calendar year ending December 31, 2006 and remain subject to the reporting requirements under the Securities and Exchange Act of 1934, as amended (the "Platform"), as listed in Appendix A. The Asserting Party has (i) used the criteria set forth in 17 CFR 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform, on our assessment of compliance with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period as set forth in this report. JPMorgan Chase Bank, National Association /s/ Brian Goldman ------------------ Brian Goldman, Senior Vice President Date: March 12, 2007 -------------------------------------------------------------------------------- Appendix A -------------------------------------------------------------------------------- BA Master Credit Card Trust II Capital Auto Receivables Asset Trust 2006-1 Capital Auto Receivables Asset Trust 2006-2 Capital One Auto Finance Trust 2006-A Capital One Auto Finance Trust 2006-B Capital One Auto Finance Trust 2006-C Capital One Prime Auto Receivables Trust 2006-2 Capital One Prime Auto Receivables Trust, 2006-1 Centex Home Equity Loan Trust 2006-A Chase Auto Owner Trust 2006-A Chase Auto Owner Trust 2006-B Chase Credit Card Master Trust, Series 1996-2 (Class A and B) Chase Credit Card Master Trust, Series 1996-3 (Class A and B) Chase Credit Card Master Trust, Series 2001-1 Chase Credit Card Master Trust, Series 2001-2 Chase Credit Card Master Trust, Series 2001-4 Chase Credit Card Master Trust, Series 2001-6 Chase Credit Card Master Trust, Series 2002-1 Chase Credit Card Master Trust, Series 2002-3 Chase Credit Card Master Trust, Series 2002-5 Chase Credit Card Master Trust, Series 2002-7 Chase Credit Card Master Trust, Series 2003-1 Chase Credit Card Master Trust, Series 2003-2 Chase Credit Card Master Trust, Series 2003-3 Chase Credit Card Master Trust, Series 2003-4 Chase Credit Card Master Trust, Series 2003-5 Chase Credit Card Master Trust, Series 2003-6 Chase Credit Card Master Trust, Series 2004-1 Chase Credit Card Master Trust, Series 2004-2 Chase Mortgage Finance Trust Series 2006-A1 Chase Mortgage Finance Trust Series 2006-S1 Chase Mortgage Finance Trust Series 2006-S2 Chase Mortgage Finance Trust Series 2006-S3 Chase Mortgage Finance Trust Series 2006-S4 ChaseFlex Trust Series 2006-1 ChaseFlex Trust Series 2006-2 Citigroup Mortgage Loan Trust 2006-CB3 CNH Equipment Trust 2006-A CNH Equipment Trust 2006-B CWHEQ Revolving Home Equity Loan Trust, Series 2006- F CWHEQ Revolving Home Equity Loan Trust, Series 2006-A CWHEQ Revolving Home Equity Loan Trust, Series 2006-B CWHEQ Revolving Home Equity Loan Trust, Series 2006-C CWHEQ Revolving Home Equity Loan Trust, Series 2006-D CWHEQ Revolving Home Equity Loan Trust, Series 2006-E CWHEQ Revolving Home Equity Loan Trust, Series 2006-G CWHEQ Revolving Home Equity Loan Trust, Series 2006-H CWHEQ Revolving Home Equity Loan Trust, Series 2006-I DaimlerChrysler Auto Trust 2006-A Ford Credit Floorplan Master Owner Trust A, Series 2006-3 Ford Credit Floorplan Master Owner Trust A, Series 2006-4 GE Equipment Midticket LLC, Series 2006-1 GMACM Home Equity Loan Trust 2006-HE1 GMACM Home Equity Loan Trust 2006-HE2 GMACM Home Equity Loan Trust 2006-HE3 GMACM Home Equity Loan Trust 2006-HE4 GMACM Home Equity Loan Trust 2006-HE5 GMACM Home Loan Trust 2006-HLTV1 GMACM Mortgage Loan Trust 2006-AR2 GS Auto Loan Trust 2006-1 GSAA Home Equity Trust 2006-1 GSAA Home Equity Trust 2006-12 GSAA Home Equity Trust 2006-3 GSAA Home Equity Trust 2006-5 GSAA Home Equity Trust 2006-6 GSAA Home Equity Trust 2006-9 GSR Mortgage Loan Trust 2006-4F Honda Auto Receivables 2006-1 Owner Trust IXIS Real Estate Capital Trust 2006-HE1 IXIS Real Estate Capital Trust 2006-HE2 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE1 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE2 J.P. Morgan Mortgage Acquisition Corp. 2006-HE1 J.P. Morgan Mortgage Acquisition Corp. 2006-WMC1 J.P. Morgan Mortgage Acquisition Trust 2006-ACC1 J.P. Morgan Mortgage Acquisition Trust 2006-CH1 J.P. Morgan Mortgage Acquisition Trust 2006-CH2 J.P. Morgan Mortgage Acquisition Trust 2006-CW1 J.P. Morgan Mortgage Acquisition Trust 2006-HE2 J.P. Morgan Mortgage Acquisition Trust 2006-HE3 J.P. Morgan Mortgage Acquisition Trust 2006-NC1 J.P. Morgan Mortgage Acquisition Trust 2006-NC2 J.P. Morgan Mortgage Acquisition Trust 2006-RM1 J.P. Morgan Mortgage Acquisition Trust 2006-WMC2 J.P. Morgan Mortgage Acquisition Trust 2006-WMC3 J.P. Morgan Mortgage Acquisition Trust 2006-WMC4 Nationstar Home Equity Loan Trust 2006-B placeCityNewcastle Mortgage Securities Trust 2006-1 NovaStar Mortgage Funding Trust, Series 2006-1 NovaStar Mortgage Funding Trust, Series 2006-2 NovaStar Mortgage Funding Trust, Series 2006-3 NovaStar Mortgage Funding Trust, Series-2006-MTA1 Origen Manufactured Housing Contract Trust 2006-A Ownit Mortgage Loan Trust, Series 2006-1 Trust Popular ABS Mortgage Pass-Through Trust 2006-A Popular ABS Mortgage Pass-Through Trust 2006-B Popular ABS Mortgage Pass-Through Trust 2006-C Popular ABS Mortgage Pass-Through Trust 2006-D Popular ABS Mortgage Pass-Through Trust 2006-E RAAC Series 2006-SP1 Trust RAAC Series 2006-SP2 Trust RAAC Series 2006-SP3 Trust RAMP Series 2006-RS1 Trust RAMP Series 2006-RS2 Trust RAMP Series 2006-RS3 Trust RAMP Series 2006-RS4 Trust RAMP Series 2006-RS5 Trust RAMP Series 2006-RZ1 Trust RAMP Series 2006-RZ2 Trust RAMP Series 2006-RZ3 Trust RAMP Series 2006-RZ4 Trust RFMSII Series 2006-HSA1 Trust The Home Equity Loan Trust 2006-HSA2 The Home Equity Loan Trust 2006-HSA3 The Home Equity Loan Trust 2006-HSA4 The Home Equity Loan Trust 2006-HSA5 The Home Loan Trust 2006-HI1 The Home Loan Trust 2006-HI2 The Home Loan Trust 2006-HI3 The Home Loan Trust 2006-HI4 USAA Auto Owner Trust 2006-1 USAA Auto Owner Trust 2006-2 -------------------------------------------------------------------------------- EX-33.3 Appendix I MANAGEMENT'S ASSERTION OF COMPLIANCE Management of the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the "Company") is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006 for which the Company provides trustee, securities administration or paying agent services, excluding any publicly issued transactions sponsored or issued by any government sponsored entity (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth Item 1122(d), except for the following criteria: 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the "Applicable Servicing Criteria"). Period: Twelve months ended December 31, 2006 (the "Period"). Management's interpretation of Applicable Servicing Criteria: The Company's management has determined that servicing criteria 1122(d)(1)(iii) is applicable only with respect to its continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain governing documents. It is management's interpretation that Deutsche Bank Trust Company America has no other active back-up servicing responsibilities in regards to 1122(d)(1)(iii) as of and for the Period. Third parties classified as vendors: With respect to servicing criteria 1122(d)(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii), management has engaged various vendors to perform the activities required by these servicing criteria. The Company's management has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company's management has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, management has asserted that it has policies and procedures in place to provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criteria applicable to each vendor. The Company's management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for vendors and related criteria. With respect to the Platform, the Company's management provides the following assertion of compliance with respect to the Applicable Servicing Criteria: 1. The Company's management is responsible for assessing the Company's compliance with the Applicable Servicing Criteria as of and for the Period. 2. The Company's management has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as of and for the Period. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the management's assertion of compliance with the Applicable Servicing Criteria as of and for the Period. DEUTSCHE BANK NATIONAL TRUST COMPANY By: /s/ Gary R. Vaughan ------------------------------------ Gary R. Vaughan Its: Managing Director By: /s/ David Co ------------------------------------ David Co Its: Director By: /s/ Jose Sicilia ------------------------------------ Jose Sicilia Its: Managing Director By: /s/ Kevin Fischer ------------------------------------ Kevin Fischer Its: Vice President By: /s/ Robert Frier ------------------------------------ Robert Frier Its: Director DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Kevin C. Weeks ------------------------------------ Kevin C. Weeks Its: Managing Director By: /s/ Jonna Kaufman ------------------------------------ Jonna Kaufman Its: Director EX-33.4 JPMorganChase Management's Report on Assessment of Compliance with Applicable Servicing Criteria JPMorgan Chase Bank, National Association (the "Asserting Party") is responsible for assessing compliance as of September 30, 2006 and for the period from January 1, 2006 through September 30, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122 (d) of the Code of Federal Regulations (the "CFR"), to the extent required by the related transaction agreements excluding the criteria set forth in 17 CFR 229.1122(d) (1)(i)-(iv), (2)(i)-(vii), (3)(i)-(iv), and (4)(iii)-(xv), which the Asserting Party has concluded are not applicable to the activities it performs with respect to the asset-backed securitization transactions covered by this report such criteria, after giving effect to the exclusions identified above, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by residential mortgages and home equity loans, for which transactions the Asserting Party acts as Custodian, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were issued during the Reporting Period (the "Platform"), as listed in Appendix A. The Asserting Party has (i) used the criteria set forth in 17 CFS 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of September 30, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform, on our assessment of compliance with the Applicable Servicing Criteria as of September 30, 2006 and for the Reporting Period as set forth in this report. J.P. Morgan Trust Company, National Association, as Custodian /s/ Kelly A. Mathieson, Managing Director ----------------------------------------- Date: March 1, 2007 Appendix A GSAA Home Equity Trust 2006-1 GSAA Home Equity Trust 2006-10 GSAA Home Equity Trust 2006-11 GSAA Home Equity Trust 2006-13 GSAA Home Equity Trust 2006-14 GSAA Home Equity Trust 2006-15 GSAA Home Equity Trust 2006-16 GSAA Home Equity Trust 2006-3 GSAA Home Equity Trust 2006-4 GSAA Home Equity Trust 2006-5 GSAA Home Equity Trust 2006-6 GSAA Home Equity Trust 2006-7 GSAA Home Equity Trust 2006-8 GSAA Home Equity Trust 2006-9 GSR Mortgage Loan Trust 2006-1F GSR Mortgage Loan Trust 2006-2F GSR Mortgage Loan Trust 2006-3F GSR Mortgage Loan Trust 2006-4F GSR Mortgage Loan Trust 2006-5F GSR Mortgage Loan Trust 2006-8F GSR Mortgage Loan Trust 2006-AR1 GSR Mortgage Loan Trust 2006-AR2 HomeBanc Mortgage Trust 2006-1 J.P. Morgan Mortgage Trust 2006-A1 J.P. Morgan Mortgage Trust 2006-A2 J.P. Morgan Mortgage Trust 2006-A3 J.P. Morgan Mortgage Trust 2006-A4 J.P. Morgan Mortgage Trust 2006-A5 J.P. Morgan Mortgage Trust 2006-A6 J.P. Morgan Mortgage Trust 2006-S1 J.P. Morgan Mortgage Trust 2006-S2 J.P. Morgan Mortgage Trust 2006-S3 J.P. Morgan Alternative Loan Trust 2006-A1 J.P. Morgan Alternative Loan Trust 2006-A2 J.P. Morgan Alternative Loan Trust 2006-A3 J.P. Morgan Alternative Loan Trust 2006-A4 J.P. Morgan Alternative Loan Trust 2006-A5 J.P. Morgan Alternative Loan Trust 2006-S1 J.P. Morgan Alternative Loan Trust 2006-S2 Newcastle Mortgage Securities Trust 2006-1 Popular ABS Mortgage Pass-Through Trust 2006-A Popular ABS Mortgage Pass-Through Trust 2006-B Popular ABS Mortgage Pass-Through Trust 2006-C Popular ABS Mortgage Pass-Through Trust 2006-D Soundview Home Loan Trust 2006-2 Soundview Home Loan Trust 2006-3 EX-33.5 Management's Assertion Report on Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB under the Securities Exchange Act of 1934 U.S. Bank National Association ("U.S. Bank") as a party participating in the servicing function for the following transactions: U.S. Bank Corporate Trust Asset Backed Securities Platform* hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto: 1. U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A; 2. U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria; 3. U.S. Bank's assessment of its compliance with the applicable servicing criteria is as of and for the period beginning on January 1, 2006 and ending December 31, 2006, the end of the fiscal year covered by the Form 10-K report. U.S. Bank's participation in the servicing function complied in all material respects with the applicable servicing criteria. 4. Ernst & Young, a registered public accounting firm, has issued an attestation report on U.S. Bank's assessment of compliance with the applicable servicing criteria as of and for the period beginning on January 1, 2006 and ending December 31, 2006, the end of the fiscal year covered by the Form 10-K report. U.S. BANK NATIONAL ASSOCIATION /s/ Bryan R. Calder ------------------------ Name: Bryan R. Calder Title: Executive Vice President Date: February 26, 2007 * The U.S. Bank Corporate Trust ABS Platform (the "Platform") consists of the activities involved in the performance of servicing functions for (i) publicly issued asset-backed and mortgage-backed transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset-backed transactions offered prior to January 1, 2006 for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities and Exchange Act of 1934, as amended. The Platform does not include transactions comprised of the repackaging of corporate debt and/or other agency securities. EXHIBIT A to Management's Assertion Reg AB Servicing Criteria Reference -------------------------------------------------------------------------------------------------------------------- General Servicing Considerations -------------------------------------------------------------------------------------------------------------------- 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other Not Applicable triggers and events of default in accordance with the transaction agreements. ------------------ ----------------------------------------------------------------------------- --------------- 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. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up Not Applicable 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 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 Not Applicable accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an Not Applicable investor are made only by authorized personnel. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or Not Applicable distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or Not Applicable accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository Not Applicable institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. Not Applicable ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed Not Applicable securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. -------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting -------------------------------------------------------------------------------------------------------------------- 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are Not Applicable maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with Not Applicable timeframes, distribution priority and other terms set forth in the transaction agreements. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Not Applicable Servicer's investor records, or such other number of days specified in the transaction agreements. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled Not Applicable checks, or other form of payment, or custodial bank statements. -------------------------------------------------------------------------------------------------------------------- Pool Asset Administration -------------------------------------------------------------------------------------------------------------------- 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the 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 requirements in the transaction agreements. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the Not Applicable related pool asset documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(4)(v) The Servicer's records regarding the pool assets agree with the Servicer's Not Applicable 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 Not Applicable (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 Not Applicable 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 Not Applicable 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 Not Applicable 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): Not Applicable (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) Not Applicable 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 Not Applicable behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business Not Applicable 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 Not Applicable recorded in accordance with the transaction agreements. ------------------ ----------------------------------------------------------------------------- --------------- 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) Not Applicable through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. --------------------------------------------------------------------------------------------------------------------
EX-33.6 JPMorgan Management's Report on Assessment of Compliance with Applicable Servicing Criteria JPMorgan Chase Bank, National Association (the "Asserting Party") is responsible for assessing compliance as of December 31, 2006 and for the period from January 1, 2006 through December 31, 2006 (the "Reporting Period") with the servicing criteria set forth in Title 17, Section 229.1122 (d) of the Code of Federal Regulations (the "CFR") as set forth in Appendix A hereto, which the Asserting Party has concluded are applicable to it in connection with its Master Servicing operations with respect to the transactions listed in Appendix B which comprise the Master Servicing platform as defined below, to the extent required by the related transaction agreements as to any transaction (such criteria, the "Applicable Servicing Criteria"). For the purpose of this assessment, the Asserting Party has defined its Master Servicing platform as all publicly offered asset-backed transactions backed by residential mortgages or home equity loans issued on or after January 1, 2006 where the Asserting Party is the master servicer (the "Platform"). The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on our assessment of compliance with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period. JPMorgan Chase Bank, National Association, as Master Servicer /s/ Kathleen McDonnell ------------------------- By: Kathleen McDonnell, Vice President Date: March 14, 2007 Appendix A - Applicable Servicing Criteria Management's Report on Assessment of Compliance with Applicable Servicing Criteria JPMorgan Chase Bank, National Association Master Servicing Platform ---------------------------------------------------------------------------------- ------------------ Servicing Criteria Applicable to Reference Criteria Asserting Party? ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(1)(i) Policies and procedures are instituted to monitor any Yes performance or other triggers and events of default in accordance with the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(1)(ii) If any material servicing activities are outsourced to No third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(1)(iii) Any requirements in the transaction agreements to maintain No a back-up servicer for the mortgage loans are maintained. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in Yes effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(2)(i) Payments on pool assets are deposited into the Yes appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an Yes obligor or to an investor are made only by authorized personnel. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(2)(iii) Advances of funds or guarantees regarding collections, Yes cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(2)(iv) The related accounts for the transaction, such as cash Yes reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(2)(v) Each custodial account is maintained at a federally Yes insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent No unauthorized access. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all Yes asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(3)(i) Reports to investors, including those to be filed with the Yes Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(3)(ii) Amounts due to investors are allocated and remitted in Yes accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(3)(iii) Disbursements made to an investor are posted within two Yes business days to the Servicer's investor records, or such other number of days specified in the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(3)(iv) Amounts remitted to investors per the investor reports Yes agree with cancelled checks, or other form of payment, or custodial bank statements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(i) Collateral or security on mortgage loans is maintained as No required by the transaction agreements or related mortgage loan documents. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as No required by the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool No are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in No accordance with the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree No with the Servicer's records with respect to an obligor's unpaid principal balance. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(vi) Changes with respect to the terms or status of an No obligor's mortgage loans (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. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance Yes 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. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(viii) Records documenting collection efforts are maintained No during the period a mortgage loan 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 mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(ix) Adjustments to interest rates or rates of return for No mortgage loans with variable rates are computed based on the related mortgage loan documents. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as No escrow accounts): (A) such funds are analyzed, in accordance with the obligor's mortgage loan 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 mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or No 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. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(xii) Any late payment penalties in connection with any payment No to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted No within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are Yes recognized and recorded in accordance with the transaction agreements. ---------------------------------------------------------------------------------- ------------------ 229.1122(d)(4)(xv) Any external enhancement or other support, identified in No Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. ---------------------------------------------------------------------------------- ------------------
Appendix B - List of Transactions Management's Report on Assessment of Compliance with Applicable Servicing Criteria JPMorgan Chase Bank, National Association Master Servicing Platform ---------------- IXIS Real Estate Capital Trust 2006-HE1 GSAA Home Equity Trust 2006-1 GSAA Home Equity Trust 2006-3 GSAA Home Equity Trust 2006-5 GSAA Home Equity Trust 2006-6 GSAA Home Equity Trust 2006-9 GSAA Home Equity Trust 2006-12 GSR Mortgage Loan Trust 2006-4F IXIS Real Estate Capital Trust 2006-HE2 ---------------- EX-33.7 Countrywide Home Loans 2900 Madera Road Simi Valley, California 93065-6298 (805) 955-1000 ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Countrywide Financial Corporation and certain of its subsidiaries, including its direct and indirect wholly-owned subsidiaries, Countrywide Home Loans, Inc. (CHL), Countrywide Tax Services Corporation, Newport Management Corporation, and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL (collectively the "Company") provides this platform-level assessment, for which Countrywide Financial Corporation and such subsidiaries participated in servicing functions, as such term is described under Title 17, Section 229.1122 of the Code of Federal Regulations ("Item 1122 of Regulation AB"), of compliance in respect of the following Applicable Servicing Criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission in regard to the following servicing platform for the following period: Platform: publicly-issued (i.e., registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended) residential mortgage-backed securities (securities collateralized by residential mortgage loans, including prime, alternative loan products, sub-prime, HELOC and closed seconds) issued on or after January 1, 2006 for which the Company provides cash collection and administration, investor remittances and reporting (except for those activities relating to trustee and paying agent services), and pool asset administration (except for those activities relating to custodial operations of pool assets and related documents), collectively "Servicing Functions" and for which the related issuer has a fiscal year end of December 31, 2006. The platform excludes any transactions issued by any government sponsored enterprise for which the Company provides Servicing Functions. Period: as of and for the year ended December 31, 2006. Applicable Servicing Criteria: all servicing criteria set forth in Item 1122(d), to the extent required in the related agreements, except for the following paragraphs: 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it relates to information other than that contained in the monthly remittance report delivered by the servicer to the master servicer, trustee, and/or bond administrator, 1122(d)(3)(i)(D), only as it relates to the agreeing with investors' records as to the total unpaid principal balance and number of pool assets serviced by the servicer, 1122(d)(3)(ii), only as it relates to amounts other than amounts remitted by the servicer to the master servicer, trustee, and/or bond administrator, 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i) and 1122 (d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii) relate to the custodial operations of the pool assets and related documents (collateral file) by the document custodian responsible for such functions for the related transaction, and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (derivative transactions). With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria: 1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company has assessed compliance with the Applicable Servicing Criteria. 3. Other than as identified on Schedule A hereto, as of and for the Period, the Company was in material compliance with the Applicable Servicing Criteria. KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance. COUNTRYWIDE FINANCIAL CORPORATION By: /s/ Steve Bailey ----------------------------------------------------- Its: Senior Managing Director and Chief Executive Officer, Loan Administration Dated: February 28, 2007 By: /s/ Kevin Meyers ----------------------------------------------------- Its: Managing Director and Chief Financial Officer, Countrywide Home Loans, Inc. Loan Administration Dated: February 28, 2007 Schedule A -------------- Material Instances of Noncompliance No material instances of noncompliance: the Company has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2006. EX-33.8 National City Mortgage Co. A Subsidiary of National City Bank of Indiana 3232 Newmark Drive . Miamisburg, Ohio 45342 Telephone: (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Management's Assertion on Compliance with Regulation AB Criteria National City Mortgage Co. (the "Asserting Party") is responsible for assessing compliance, as of and for the year ended December 31, 2006 (the "Reporting Period"), with the servicing criteria set forth in Item 1122(d) of Regulation AB, excluding the criteria set forth in item 1122(d)(1)(iii), 1122(d)(3)(i)(C) and 1122(d)(4)(ii)(xv) which the Asserting Party has concluded are not applicable to the activities it performs, either directly or through its Vendors, with respect to the residential mortgage-backed securities transactions covered by this report (such criteria, the "Applicable Servicing Criteria"). The transactions covered by this report include the residential mortgage-backed securities that were completed on or after January 1, 2006 that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Platform"), as listed on Appendix A. The Asserting Party has engaged certain vendors ("Vendors") to perform specific, limited or scripted activities as of and for the year ended December 31, 2006. The Asserting Party has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each Vendor. The Asserting Party is responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the Vendors and related criteria. The Asserting Party elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors for servicing criteria 1122(d)(4)(xi) and 1122(d)(4)(xii). The Asserting Party has obtained an assertion of management and accompanying 1122 attestation report from the Vendor performing servicing criteria 1122(d)(2)(i) and 1122(d)(4)(iv). The Asserting Party has assessed compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that it has complied, in all material respects, with the Applicable Servicing Criteria during the Reporting Period with respect to the Platform taken as a whole, except as noted below: There were 29 possible instances where the Asserting Party did not prepare default loan data reports for the master servicer within the timeframes set forth in the transaction agreements as required in section 1122(d)(3)(i)(A). All other loan level reports were completed as required. Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on the Asserting Party's assessment of compliance with the Applicable Servicing Criteria as of and for the Reporting Period as set forth in this assertion. National City Mortgage Co., as Servicer By: /s/ T. Jackson Case, Jr. Date: March 14, 2007 ------------------------- Name: T. Jackson Case, Jr. Title: Executive Vice President Appendix A Deal Name ARMT 2006-2 BAFC 2006-1 BAFC 2006-2 BAFC 2006-3 BAFC 2006-4 BAFC 2006-5 BAFC 2006-A BAFC 2006-I Bayview 2006-C BSABS 2006-AC3 BSABS 2006-AC5 CMLTI 2006-4 CMLTI 2006-AR3 CMLTI 2006-AR5 CSMC 2006-3 DBALT 2006-AB2 DBALT 2006-AB4 DBALT 2006-AF1 DBALT 2006-AR1 DBALT 2006-AR5 GSAA 2006-11 GSAA 2006-12 GSAA 2006-14 GSAA 2006-16 GSAA 2006-3 GSAA 2006-5 GSAA 2006-9 GSAA 2006-20 GSR 2006-AR1 GSR 2006-8F GSR 2006-9F GSR 2006-AR2 JPALT 2006-S4 JPMMT 2006-S1 JPMMT 2006-S3 JPMMT 2006-S4 LMT 2006-6 LMT 2006-7 LMT 2006-20 MASTR 2006-1 MASTR 2006-3 MLMI 2006-A3 MLMI 2006-A4 MLMI 2006-F1 PRIME 2006-1 PRIME 2006-CL1 RESI 2006-B RALI 2006-QA4 RALI 2006-AQ5 RALI 2006-AQ11 RALI 2006-QS1 RALI 2006-QS2 RALI 2006-QS3 RALI 2006-QS4 RALI 2006-QS5 RALI 2006-QS6 RALI 2006-QS7 RALI 2006-QS8 RALI 2006-QS10 RALI 2006-QS11 RALI 2006-QS12 RALI 2006-QS13 RALI 2006-QS16 RALI 2006-QS17 RALI 2006-QS18 RAMP 2006-RS5 RAMP 2006-RZ3 RFMSI 2006-S10 RFMSI 2006-S11 RFMSI 2006-S12 SAMI 2006-AR3 WMLT 2006-A WMLT 2006-ALT1 EX-33.9 Report on Assessment of Compliance with Regulation AB Servicing Criteria 1. Pursuant to Subpart 229.1100 - Asset Backed Securities, 17 C.F.R. 229.1100-229.1123 ("Regulation AB"), Regulus Group LLC, for itself and its wholly-owned subsidiaries (individually and collectively "Regulus"), is responsible for assessing its compliance with the servicing criteria applicable to the remittance processing services it provides to customers who are issuers or servicers of asset backed securities transactions and who have requested confirmation of Regulus' compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the "Platform"). Remittance processing is a service whereby check payments that are remitted by mail to a post office box are collected, processed through a highly automated data capture system, and prepared for deposit to a bank account held by the beneficiary of the payment. 2. The servicing criteria set forth in Item 1122(d) of Regulation AB were used in Regulus' assessment of compliance. Regulus has concluded that the servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of Regulation AB are applicable to the servicing activities it performs with respect to the Platform (such criteria the "Applicable Servicing Criteria"). Regulus has concluded that the remainder of the servicing criteria set forth in Item 1122(d) of Regulation AB are inapplicable to the activities it performs with respect to the Platform because Regulus does not participate in the servicing activities referenced by such servicing criteria. 3. As of and for the year ending December 31, 2006, Regulus has complied in all material respects with the Applicable Servicing Criteria set forth in Item 1122(d) of Regulation AB. /s/ Kimberlee Clark ------------------- Chief Financial Officer February 22, 2007 EX-33.10 CHASE Management's Report on Assessment of Compliance with Applicable Servicing Criteria JPMorgan Chase Bank, National Association (the "Asserting Party") is responsible for assessing compliance as of December 31, 2006 and for the period from January 1, 2006 through December 31, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), excluding the inapplicable servicing criteria as set forth in Appendix A hereto (such criteria, after giving effect to the exclusions identified in Exhibit A, (the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"). The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) to access the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on our assessment of compliance with the Applicable Servicing Criteria for as of December 31, 2006 and the Reporting Period as set forth in this report. JPMorgan Chase Bank, National Association Signed: /s/ David Lowman ----------------------------- Name: David Lowman Title: Executive Vice President Date: 02/26/2007 APPENDIX A ---------------------------------------------------------------------------- -------------------- -------------- APPLICABLE INAPPLICABLE SERVICING SERVICING SERVICING CRITERIA CRITERIA CRITERIA ---------------------------------------------------------------------------- -------------------- -------------- Reference Criteria ---------------- ---------------------------------------------------------- General Servicing Considerations Policies and procedures are instituted to monitor any performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. x(1) 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 1122(d)(1)(ii) such servicing activities. x Any requirements in the transaction agreements to maintain 1122(d)(1)(iii) a back-up servicer for the mortgage loans are maintained. x 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 accordance with the 1122(d)(1)(iv) terms of the transaction agreements. x Cash Collection and Administration Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. x Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized 1122(d)(2)(ii) personnel. x 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 1122(d)(2)(iii) approved as specified in the transaction agreements. x The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. x 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 institution that meets the requirements of Rule 1122(d)(2)(v) 13k-1(b)(1) of the Securities Exchange Act. x Unissued checks are safeguarded so as to prevent 1122(d)(2)(vi) unauthorized access. x 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 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 1122(d)(2)(vii) agreements. x Investor Remittances and Reporting 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 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 trustee's records as to the total unpaid principal balance and number of mortgage loans 1122(d)(3)(i) serviced by the Servicer. x Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and 1122(d)(3)(ii) other terms set forth in the transaction agreements. x Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction 1122(d)(3)(iii) agreements. x Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. x Pool Asset Administration Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. x Mortgage loan and related documents are safeguarded as 1122(d)(4)(ii) required by the transaction agreements. x Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. x Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan 1122(d)(4)(iv) documents. x The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. x Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements 1122(d)(4)(vi) and related pool asset documents. x 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 1122(d)(4)(vii) transaction agreements. x Records documenting collection efforts are maintained during the period a mortgage loan 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 mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or 1122(d)(4)(viii) unemployment). x Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on 1122(d)(4)(ix) the related mortgage loan documents. 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 mortgage loan 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 mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction 1122(d)(4)(x) agreements. x 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 1122(d)(4)(xi) number of days specified in the transaction agreements. x Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or 1122(d)(4)(xii) omission. x 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 1122(d)(4)(xiii) specified in the transaction agreements. x Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. x Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, 1122(d)(4)(xv) is maintained as set forth in the transaction agreements. x ---------------------------------------------------------------------------- -------------------- -------------- (1) The Asserting Party monitors events of default as obligate pursuant to the transactions agreements.
EX-33.11 CHASE Management's Report on Assessment of Compliance with Applicable Servicing Criteria Chase Home Finance LLC (the "Asserting Party") is responsible for assessing compliance as of December 31, 2006 and for the period from January 1, 2006 through December 31, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), excluding the inapplicable servicing criteria as set forth in Appendix A hereto (such criteria, after giving effect to the exclusions identified in Exhibit A, (the "Applicable Servicing Criteria"). This report covers the asset-backed securities tranactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asseet-backed securities were outstanding during the Reporting Period (the "Platform"). The Asserting Party has engaged certain vendors (the "Vendors") to perform specific and limited activities or activities scripted by the Asserting Party as of and during the Reporting Period, and the Asserting Party elects to take responsibility for assessing compliance with the Applicable Servicing Criteria or portion of the servicing criteria applicable to such Vendors as set forth in Exhibit A hereto (such criteria, the "Applicable Vendor Servicing Criteria"). The Asserting Party (i) has not identified and is not aware of any material instance of noncompliance by the Vendors with the Applicable Vendor Servicing Criteria and (ii) has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the Applicable Vendor Servicing Criteria as of December 31, 2006 and for the Reporting Period. The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) to access the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria for as of December 31, 2006 and the Reporting Period as set forth in this report. Chase Home Finance LLC Signed: /s/ Kim Greaves Signed: /s/ Jim Miller ----------------------------- ---------------------- Name: Kim Greaves Name: Jim Miller Title: Senior Vice President Title: Senior Vice President Date: 02/26/2007 Date: 02/26/2007 APPENDIX A ---------------------------------------------------------------------------- ------------------------- -------------- APPLICABLE INAPPLICABLE SERVICING SERVICING SERVICING CRITERIA CRITERIA CRITERIA ---------------------------------------------------------------------------- ------------------------- -------------- Performed by Performed by Reference Criteria Servicer Vendor(s) ---------------- ---------------------------------------------------------- ------------ ----------- -------------- General Servicing Considerations Policies and procedures are instituted to monitor any performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. x(1) 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 1122(d)(1)(ii) such servicing activities. x Any requirements in the transaction agreements to maintain 1122(d)(1)(iii) a back-up servicer for the mortgage loans are maintained. x 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 accordance with the 1122(d)(1)(iv) terms of the transaction agreements. x Cash Collection and Administration Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. x x(2) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized 1122(d)(2)(ii) personnel. x 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 1122(d)(2)(iii) approved as specified in the transaction agreements. x The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. x 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 institution that meets the requirements of Rule 1122(d)(2)(v) 13k-1(b)(1) of the Securities Exchange Act. x Unissued checks are safeguarded so as to prevent 1122(d)(2)(vi) unauthorized access. x 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 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 1122(d)(2)(vii) agreements. x x(3) Investor Remittances and Reporting 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 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 trustee's records as to the total unpaid principal balance and number of mortgage loans 1122(d)(3)(i) serviced by the Servicer. x(4) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and 1122(d)(3)(ii) other terms set forth in the transaction agreements. x(5) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction 1122(d)(3)(iii) agreements. x(6) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. x(7) Pool Asset Administration Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. x Mortgage loan and related documents are safeguarded as 1122(d)(4)(ii) required by the transaction agreements. x Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. x Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan 1122(d)(4)(iv) documents. x The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. x Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements 1122(d)(4)(vi) and related pool asset documents. x 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 1122(d)(4)(vii) transaction agreements. x Records documenting collection efforts are maintained during the period a mortgage loan 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 mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or 1122(d)(4)(viii) unemployment). x Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on 1122(d)(4)(ix) the related mortgage loan documents. 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 mortgage loan 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 mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction 1122(d)(4)(x) agreements. x 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 1122(d)(4)(xi) number of days specified in the transaction agreements. x x(8) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or 1122(d)(4)(xii) omission. x 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 1122(d)(4)(xiii) specified in the transaction agreements. x Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. x Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, 1122(d)(4)(xv) is maintained as set forth in the transaction agreements. x ---------------------------------------------------------------------------- ------------------------- -------------- (1) The Asserting Party monitors events of default as obligate pursuant to the transactions agreements. (2) An affiliate vendor deposits funds from customer transactions to a lockbox clearing account. (3) Two vendors prepare account reconciliations on disbursement clearing accounts. (4) The Asserting Party provides monthly pool accounting reports to the appropriate party pursuant to the transaction agreements. (5) The Asserting Party remits amounts to the appropriate party pursuance to the transaction agreements. (6) Disbursements made to the appropriate party pursuance to the transaction agreements are posted within two business days to the Asserting Party's records, or such other number of days specified in the transaction agreements. (7) The Asserting Party reconciles its records relating to disbursements made to the appropriate party pursuant to the transaction agreements. (8) Three vendors provide information used by the Asserting Party to pay taxes and insurance on behalf of obligors.
EX-33.12 GreenPoint Mortgage Funding, Inc. Certification Regarding Compliance with Applicable Servicing Criteria 1. GreenPoint Mortgage Funding, Inc, ("GreenPoint") is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2006 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report include asset-backed securities transactions for which GreenPoint acted as servicer involving residential mortgage loans (the "Platform"); 2. GreenPoint has engaged certain vendors (the "Vendors") to perform specific, limited or scripted activities, and GreenPoint elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Appendix A hereto; 3. Except as set forth in paragraph 4 below, GreenPoint used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria; 4. The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix A hereto are inapplicable to GreenPoint based on the activities it performs, directly or through its Vendors, with respect to the Platform; 5. GreenPoint has complied, in all material respects, with the applicable servicing criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform taken as a whole, except as described on Appendix B hereto; 6. GreenPoint has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform taken as a whole; 7. GreenPoint has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform taken as a whole; and 8. Ernst & Young, a registered public accounting firm, has issued an attestation report on GreenPoint's assessment of compliance with the applicable servicing criteria for the Reporting Period. February 28, 2007 GreenPoint Mortgage Funding, Inc. By: /s/ Michael De Francesco ----------------------------- Name: Michael De Francesco Title: Senior Vice President, Loan Administration APPENDIX A ----------------------------------------------------------------- -------------------------------------------- ------------------ APPLICABLE SERVICING INAPPLICABLE SERVICING CRITERIA CRITERIA SERVICING CRITERIA* ----------------------------------------------------------------- -------------------------------------------- ------------------ Performed Directly Performed by Vendor(s) by GreenPoint for which GreenPoint is Reference Criteria the responsible party ----------------------------------------------------------------- ------------------- ----------------------- ------------------ General Servicing Considerations ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the 1122(d)(1)(i) transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ 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 1122(d)(1)(ii) servicing activities. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage 1122(d)(1)(iii) loans are maintained. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ 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 accordance with the terms of the 1122(d)(1)(iv) transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Cash Collection and Administration ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction 1122(d)(2)(i) agreements. X X(1) ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by 1122(d)(2)(ii) authorized personnel. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ 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 1122(d)(2)(iii) specified in the transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ 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 institution that meets the requirements of Rule 13k-1(b)(1) of the 1122(d)(2)(v) Securities Exchange Act. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Unissued checks are safeguarded so as to prevent 1122(d)(2)(vi) unauthorized access. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ 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 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 1122(d)(2)(vii) transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Investor Remittances and Reporting ----------------------------------------------------------------- ------------------- ----------------------- ------------------ 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 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 trustee's records as to the total unpaid principal balance and number of 1122(d)(3)(i) mortgage loans serviced by the Servicer. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth 1122(d)(3)(ii) in the transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days 1122(d)(3)(iii) specified in the transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Amounts remitted to investors per the investor reports agree with cancelled checks, or other 1122(d)(3)(iv) form of payment, or custodial bank statements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Pool Asset Administration ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Collateral or security on mortgage loans is maintained as required by the transaction 1122(d)(4)(i) agreements or related mortgage loan documents. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Mortgage loan and related documents are safeguarded as required by the transaction 1122(d)(4)(ii) agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements 1122(d)(4)(iii) in the transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage 1122(d)(4)(iv) loan documents. X X(1) ----------------------------------------------------------------- ------------------- ----------------------- ------------------ The Servicer's records regarding the mortgage loans agree with the Servicer's records with 1122(d)(4)(v) respect to an obligor's unpaid principal balance. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and 1122(d)(4)(vi) related pool asset documents. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ 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 1122(d)(4)(vii) the transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Records documenting collection efforts are maintained during the period a mortgage loan 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 mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is 1122(d)(4)(viii) deemed temporary (e.g., illness or unemployment). X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan 1122(d)(4)(ix) documents. 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 mortgage loan 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 mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the 1122(d)(4)(x) transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ 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 1122(d)(4)(xi) transaction agreements. X(2) ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment 1122(d)(4)(xii) was due to the obligor's error or omission. X(2) ----------------------------------------------------------------- ------------------- ----------------------- ------------------ 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 1122(d)(4)(xiii) transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in 1122(d)(4)(xiv) accordance with the transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set 1122(d)(4)(xv) forth in the transaction agreements. X ----------------------------------------------------------------- ------------------- ----------------------- ------------------ (1) The servicer has elected to take responsibility for assessing compliance with such servicing criteria as permitted by the Interpretation 17.06 of the SEC Division of Finance telephone interpretation with respect to the initial processing of cash receipts at the lockbox. (2) The servicer will obtain an assertion of management and an accompanying 1122 attestation report from the vendor performing such activities.
APPENDIX B* 1. GreenPoint has identified the following noncompliance with servicing criteria 1122(d)(1)(i), 1122(d)(2)(iv), and 1122(d)(3)(ii) applicable to the Platform during the year ended December 31, 2006 as follows: 1122(d)(1)(i) - GreenPoint did not institute policies and procedures to monitor performance or other triggers and events of defaults in accordance with the transaction agreements. 1122(d)(2)(iv) - GreenPoint did not establish separate P&I and T&I accounts for certain securitizations which allowed funds to be commingled in various custodial accounts. 1122(d)(3)(ii) - In certain situations where GreenPoint has received mortgage insurance proceeds prior to the liquidation of the related properties, the mortgage insurance proceeds were not remitted at the time of the next regularly scheduled remittance date as required by the transaction agreements, but instead remained in the related custodial account and were remitted at the time the REO liquidation proceeds were remitted to the Master Servicer. 2. GreenPoint has implemented the following remediation procedures: 1122(d)(1)(i) - GreenPoint has active monitoring of the entire portfolio and at investor levels but not at the securitization transaction level. GreenPoint will establish policies and procedures to monitor performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(2)(iv) - GreenPoint has separated the commingled funds and established proper custodial and escrow accounts and improved the oversight of establishing such accounts as required by the related agreements. 1122(d)(3)(ii) - GreenPoint is modifying applicable agreements to clarify that such mortgage insurance proceeds may be remitted at the time of the remittance of the REO liquidation proceeds or modifying its remittance practice to remit the mortgage insurance proceeds during the next regularly schedule remittance where required. * Accountants' attestation report covers only paragraph 1 of this Appendix B EX-34.1 ERNEST & YOUNG Ernest & Young LLP Phone: (212) 772-3000 5 Times Square www.ey.com New York, New York 19936-6530 Report of Independent Registered Public Accounting Firm Board of Directors The Bank of New York We have examined management's assertion, included in the accompanying Management's Report on Assertion of Compliance with Applicable Servicing Criteria that The Bank of New York and The Bank of New York Trust Company, N.A., (collectively, the "Company"), complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the publicly issued (i.e. transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) residential mortgage-backed securities and other mortgage-related asset-backed securities issued on or after January 1, 2006 (and like-kind transactions issued prior to January 1, 2006) for which the Company provides trustee, securities administration, paying agent, or custodial services (the "Platform") as of and for the year ended December 31, 2006 except for criteria 1122(d)(1)(ii)-(iv), and 1122(d)(4)(iv)-(xiii), which the Company has determined are not applicable to the activities performed by them with respect to the servicing Platform covered by this report. The Platform includes like-kind transactions for which the Company provided trustee, securities administration, paying agent or custodial services as a result of the Company's acquisition as of October 1, 2006 of portions of JPMorgan Chase Bank, N.A.'s corporate trust business, including structured finance agency and trust transactions. Management is responsible for the Company's compliance with those servicing criteria. 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 attestation standards established by the American Institute of Certified Public Accountants, as adopted by 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 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 and as permitted by the Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). 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, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as applicable, as of and for the year ended December 31, 2006 for the Platform, is fairly stated, in all material respects. /s/ Ernst & Young LLP --------------------- March 1, 2007 EX-34.2 PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646)471-3000 Facsimile (813)286-6000 Report of Independent Registered Public Accounting Firm To the Board of Directors of JPMorgan Chase Bank, National Association We have examined JPMorgan Chase Bank, National Association's (the "Company") compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB as of September 30, 2006 and for the period from January 1, 2006 to September 30, 2006 (the "Reporting Period") for the asset-backed securities transactions backed by residential mortgages, home equity loans, auto loans, credit card receivables, dealer floor plans, retail installment contracts and manufactured housing contracts that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the Reporting Period (the "Platform") described in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, excluding criteria 1122(d)(1)(ii)-(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(4)(i)-(ii), and 1122(d)(4)(iv)-(xiv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Appendix A to management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on 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 selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred 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. 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. Our examination disclosed the following material noncompliance with the servicing criteria set forth in Items 1122(d)(3)(i) and 1122(d)(3)(ii) of Regulation AB applicable to the Company during the period from January 1, 2006 to September 30, 2006. Certain monthly investor reports omitted information required by the transaction agreements and/or contained errors in the information presented and certain monthly investor distributions contained errors as to the amounts due to certain investors. In our opinion, except for the material noncompliance described in the preceding paragraph, JPMorgan Chase Bank, National Association complied with the aforementioned applicable servicing criteria as of and for the period ended September 30, 2006 for the Platform, in all material respects. /s/ PricewaterhouseCoopers LLP ------------------------------- New York, New York March 14, 2007 PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646)471-3000 Facsimile (813)286-6000 Report of Independent Registered Public Accounting Firm To the Board of Directors of JPMorgan Chase Bank, National Association We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that JPMorgan Chase Bank, National Association (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB as of December 31, 2006 and for the period from October 1, 2006 to December 31, 2006 (the "Reporting Period") for the asset-backed securities transactions backed by residential mortgages, home equity loans, auto loans, credit cards, dealer floor plans, retail installment contracts and manufactured housing contacts, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), excluding criteria 1122(d)(1)(i)-(iv), 1122(d)(2)(i)-(vi), 1122(d)(3)(i)-(iv) and 1122(d)(4)(i)-(xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Appendix A to the management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion 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 selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred 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. 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 JPMorgan Chase Bank, National Association complied with the aforementioned applicable servicing criteria as of and for the period ended December 31, 2006 for the Platform is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP ------------------------------- New York, New York March 12, 2007 EX-34.3 KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 Report of Independent Registered Public Accounting Firm Board of Directors The Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Company Americas: We have examined management's assertion, included in the accompanying Appendix I, that the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006, for which the Company provides trustee, securities administration or paying agent services, excluding any publicly issued transactions, sponsored or issued by any government sponsored entity (the Platform), except for the servicing criteria 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with the 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 servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed 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. As described in management's assertion included in the accompanying Appendix I, for servicing criteria 1122(d)(2)(i), 1122(d)(4)(i) and 1122(d)(4)(ii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122(d)(2)(i), 1122(d)(4)(i) and 1122(d)(4)(ii) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2006 is fairly stated, in all material respects. /s/ KPMG LLP ----------------- Chicago, Illinois February 28, 2007 EX-34.4 PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York, NY 10017 Telephone (646)471 3000 Facsimile (813)286 6000 Report of Independent Registered Public Accounting Firm To the Board of Directors of JPMorgan Chase Bank, National Association: We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that JPMorgan Chase Bank, National Association (the "Company") complied with the servicing criteria set forth in Item 1122(d)of the Securities and Exchange Commission's Regulation AB for asset-backed securities transactions backed by residential mortgages and home equity loans, for which the Company acts as Custodian (the "Platform"), as of September 30, 2006 and for the period from January 1, 2006 to September 30, 2006 excluding criteria 1122(d)(1)(i)-(iv), (2)(i)-(iv), (3)(i)-(iv), and (4)(iii)-(xv), which the Company has determined are not applicable to the activities performed by it with respect to the Platform. Appendix A to the management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion 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 selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred 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. 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 applicable servicing criteria as of and for the year ended September 30, 2006 for the Platform is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP ------------------------------- March 1, 2007 EX-34.5 Ernst & Young LLP 220 South Sixth Street, Ste. 1400 Minneapolis, MN 55402-4509 Phone: (612) 343-1000 www.ey.com Report of Independent Registered Public Accounting Firm We have examined management's assertion, included in the accompanying Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that U.S. Bank National Association (the Company) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB for the Corporate Trust Asset Backed Securities platform (the Platform) as of and for the year ended December 31, 2006, except for criteria 1122(d)(1)(i), 1122 (d)(1)(iii), 1122(d)(2)(i) through 1122(d)(2)(vii), 1122(d)(3)(i) through 1122(d)(3)(iv), and 1122(d)(4)(iv) through 1122(d)(4)(xv), which the Company has determined are not applicable to the activities performed by them with respect to the servicing platform covered by this report. Management is responsible for the Company's compliance with those servicing criteria. 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 concluded 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 asset backed 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 afore-mentioned servicing criteria as of and for the year ended December 31, 2006, for the Corporate Trust Asset Backed Securities platform is fairly stated, in all material respects. /s/ Ernst & Young LLP ---------------------- February 26, 2007 EX-34.6 PricewaterhouseCoopers LLP 300 Madison Avenue New York NY 10017 Telephone (646) 471-3000 www.pwc.com Report of Independent Registered Public Accounting Firm To the Stockholder of JPMorgan Chase Bank, National Association: We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria (the "Compliance Statement"), that JPMorgan Chase Bank, National Association (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB, as of and for the year ended December 31, 2006 (the "Reporting Period"), for all publicly offered residential mortgage and home equity mortgage asset-backed securities issued on or after January 1, 2006 through December 31, 2006 (the "Platform"), excluding criteria set forth in Appendix A to the Compliance Statement, which the Company has determined are not applicable to the activities performed by it with respect to the Platform. Appendix B to management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion 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 selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred 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. 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 applicable servicing criteria as of and for the year ended December 31, 2006 for all publicly offered residential mortgage and home equity mortgage asset-backed securities issued on or after January 1, 2006 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 14, 2007 EX-34.7 KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568 Report of Independent Registered Public Accounting Firm The Board of Directors Countrywide Financial Corporation: We have examined management's assessment, included in the accompanying Assessment of Compliance with Applicable Servicing Criteria, that Countrywide Financial Corporation and certain of its subsidiaries, including its direct and indirect wholly owned subsidiaries, Countrywide Home Loans (CHL), Countrywide Tax Services Corporation, Newport Management Corporation, and Countrywide Home Loans Servicing, L.P., a wholly owned subsidiary of CHL (collectively the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly issued residential mortgage-backed securities (securities collateralized by residential mortgage loans, including prime, alternative loan products, subprime, HELOC, and closed seconds) issued on or after January 1, 2006, for which the Company provides cash collection and administration, investor remittances, and reporting (except for those activities relating to trustee and paying agent services), and pool asset administration (except for those activities relating to custodial operations of pool assets and related documents), collectively "Servicing Functions", excluding any transactions issued by any government sponsored enterprise for which the Company provides Servicing Functions (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it relates to information other than that contained in the monthly remittance report delivered by the servicer to the master servicer, trustee, and/or bond administrator, and 1122(d)(3)(i)(D), only as it relates to the agreeing with investors' records as to the total unpaid principal balance and number of pool assets serviced by the servicer, 1122(d)(3)(ii), only as it relates to amounts other than amounts remitted by the servicer to the master services, trustee, and/or bond administrator, 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), and 1122(d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii) relate to the custodial operations of the pool assets and related documents (collateral file) by the document custodian responsible for such functions for the related transaction and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (derivative transactions), as of and for the year ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assessment about the Company's compliance based on our examination. Our examination was conducted in accordance with the 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 servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed 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 assessment that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 is fairly stated in all material respects. /s/ KPMG LLP ----------------------- Los Angeles, California February 28, 2007 EX-34.8 Ernst & Young LLP Phone (513) 612-1400 1900 Scripps Center www.ey.com 312 Walnut Street Cincinnati, Ohio 45202 Report on Independent Registered Public Accounting Firm Board of Directors National City Mortgage Co. We have examined management's assertion, included in the accompanying, Management's Assertion on Compliance with Regulation AB Servicing Criteria, that National City Mortgage Company ("NCM"), complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the residential mortgage loan servicing platform, except for the instance of material noncompliance described therein, as of and for the year ended December 31, 2006, and except for Item 1122(d)(1)(iii), 1122(d)(2)(i), 1122(d)(3)(i)(C), 1122(d)(4)(ii), 1122(d)(4)(iv) and 1122(d)(4)(xv), which NCM has determined are not applicable to the activities performed by them with respect to the servicing platform covered by this report. See Appendix A of management's assertion for the asset backed transactions covered by this platform. Management is responsible for NCM's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management's assertion about NCM's compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about NCM'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 asset backed transactions and securities that comprise the platform, testing of less than all of the servicing activities related to the Platform, and determining whether the NCM processed those selected transactions and performed those selected activities in compliance with the servicing criteria and as permitted by the Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). Furthermore, our procedures were limited to the selected transactions and servicing activities performed by NCM 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 NCM 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 NCM's compliance with the servicing criteria. As described in management's assertion, for servicing criteria 1122(d)(4)(xi) and 1122(d)(4)(xii), NCM has engaged various vendors to perform the activities required by these servicing criteria, NCM has determined that those vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and NCM has elected to take responsibility for assessing compliance with the applicable servicing criteria applicable to each vendor as permitted by Interpretation 17.06. As permitted by Interpretation 17.06, NCM has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with servicing criteria applicable to each vendor. NCM is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to NCM's eligibility to apply Interpretation 17.06. Our examination disclosed the following material noncompliance with servicing criteria 1122(d)(3)(i)(A) applicable to NCM's platform covered by this report during the year ended December 3, 2006. We noted instances in which NCM failed to provide the master servicer with the delinquency data as set forth in the transaction agreements. In our opinion, except for the material noncompliance described in the above paragraph, NCM complied, in all material respects, with the aforementioned servicing criteria including servicing criteria 1122(d)(4)(xi) and 1122(d)(4)(xii) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the year ended December 31, 2006 for the residential mortgage loan servicing platform. /s/ Ernst & Young LLP --------------------- March 13, 2007 EX-34.9 Report of Independent Registered Public Accounting Firm The Board of Members Regulus Group LLC: We have examined management's assessment for those customers that management has informed us have requested confirmation of compliance, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria, that Regulus Group LLC complied with the servicing criteria set forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and Exchange Commission's Regulation AB for remittance processing services to those issuers of asset backed securities and servicers of loan and/or receivables portfolios that include pool assets for asset backed securities transaction (the Platform) as of and for the year ended December 31, 2006. Regulus Group LLC has determined that the remainder of the servicing criteria are not applicable to the activities it performs with respect to the Platform as of and for the year ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assessment about the Company's compliance based on our examination. Our examination was conducted in accordance with the 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 servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed 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 assessment that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 is fairly stated, in all material respects. /s/ KPMG LLP --------------- Philadelphia, PA February 22, 2007 EX-34.10 PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York, NY 10017 Telephone (646)471 3000 Facsimile (813)266 6000 Report of Independent Registered Public Accounting Firm To the Stockholder of JPMorgan Chase Bank, National Association: We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that JPMorgan Chase Bank, National Association (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB, as of and for the year ended December 31, 2006 (the "Reporting Period") for asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), excluding criteria 1122(d)(1)(iii); 1122(d)(2)(i), (ii), (iii), (iv), (v), (vi), (vii); 1122(d)(3)(i), (ii), (iii), (iv); 1122(d)(4)(iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xiv), (xv), which the Company has determined are not applicable to the activities performed by it with respect to the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion 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 selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred 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. 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 applicable servicing criteria as of and for the year ended December 31, 2006 for the asset-backed securities transactions backed by subprime residential mortgages serviced on the LSAMS I where the related asset-backed securities were outstanding during the Reporting Period is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP ------------------------------- February 26, 2007 EX-34.11 PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York, NY 10017 Telephone (646)471 3000 Facsimile (813)266 6000 Report of Independent Registered Public Accounting Firm To the Stockholder of Chase Home Finance LLC: We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that Chase Home Finance LLC (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB, as of and for the year ended December 31, 2006 (the "Reporting Period"), for asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), excluding criteria 1122(d)(1)(iii), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities performed by it with respect to the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion 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 selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred 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. 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 applicable servicing criteria as of and for the year ended December 31, 2006 for the asset-backed securities transactions backed by subprime residential mortgages serviced on the LSAMS I where the related asset-backed securities were outstanding during the Reporting Period is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP ------------------------------- February 26, 2007 EX-34.12 Ernst & Young LLP 8484 Westpark Drive McLean, VA 22102 Phone: (703) 747-1000 www.ey.com Report of Independent Registered Public Accounting Firm Board of Directors GreenPoint Mortgage Funding, Inc. We have examined management's assertion included in the accompanying report of Certification Regarding Compliance with Applicable Servicing Criteria, that GreenPoint Mortgage Funding, Inc. (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the residential mortgage loan servicing platform, except for the instances of material noncompliance described therein, as of and for the year ended December 31, 2006, and except for criteria 1122(d)(1)(iii), 1122(d)(4)(i), 1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities performed by them with respect to the servicing platform covered by this report. Management is responsible for the Company's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the applicable servicing criteria based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by 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 asset backed 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 and as permitted by the Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). 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. As describer in management's assertion, for servicing criteria 1122(d)(2)(i) and 1122(d)(4)(iv), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the applicable servicing criteria applicable to each vendor as permitted by Interpretation 17.06. As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. Our examination disclosed the following material noncompliance with servicing criteria 1122(d)(1)(i), 1122(d)(2)(iv), and 1122(d)(3)(ii) applicable to the Company's platform covered by this report during the year ended December 31, 2006. 1122(d)(1)(i) - There were no policies and procedures instituted to monitor the performance or other triggers and events of defaults in accordance with the transaction agreements; 1122(d)(2)(iv) - The related accounts for each transaction were not separately maintained as set forth in the transaction agreements; and, 1122(d)(3)(ii) - Amounts due to investors were not remitted in accordance with the timeframes set forth in the transaction agreements. The information in the Certification Regarding Compliance with Applicable Servicing Criteria in Item 2 of Appendix B (i.e., remediation procedures) is presented by the Company for information purposes. Such information has not been subjected to the procedures applied in our examination of management's assertion as described above, and accordingly, we express no opinion on it. In our opinion, except for the material noncompliance described in the fourth paragraph, the Company complied, in all material respects, with the aforementioned servicing criteria, including servicing criteria 1122(d)(2)(i) and 1122(d)(4)(iv) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the year ended December 31, 2006 for the residential mortgage loan servicing platform. /s/ Ernst & Young LLP ---------------------- March 1, 2007 EX-35.1 JPMorgan Servicer Compliance Statement JPMorgan Chase Bank, N.A., Master Servicer A review of the activities of JPMorgan Chase Bank, N.A., as Master Servicer for the transactions listed on the attached Exhibit A, during the calendar year ending December 31, 2006, and of its performance under the applicable servicing agreements has been made under the undersigned officer's supervision. To the best of my knowledge, based on such review, the servicer has fulfilled all of its obligations under the agreements in all material respects throughout the reporting period. /s/ Kathleen M. McDonnell March 9, 2007 ------------------------- Kathleen M. McDonnell Vice President JPMorgan Chase Bank, N.A. Master Servicing Exhibit A GSAA Home Equity Trust 2006-1, Agreement dated January 1, 2006 GSAA Home Equity Trust 2006-3, Agreement dated February 1, 2006 GSAA Home Equity Trust 2006-5, Agreement dated March 1, 2006 GSR Mortgage Loan Trust 2006-4F, Agreement dated April 1, 2006 GSAA Home Equity Trust 2006-6, Agreement dated April 1, 2006 GSAA Home Equity Trust 2006-9, Agreement dated May 1, 2006 GSAA Home Equity Trust 2006-12, Agreement dated July 1, 2006 EX-35.2 Countrywide Home Loans 400 Countrywide Way Simi Valley, California 93065-6298 March 5, 2007 CHASE 6525 W CAMPUS OVAL 200 NEW ALBANY, OH 43054 OFFICER'S CERTIFICATE I, Joseph Candelario, hereby certify that I am the First Vice President, Loan Administration of Countrywide Home Loans, Inc., fka Countrywide Funding Corporation. I further certify, with respect to the Servicing Agreements for Countrywide Mortgage Obligations, Inc., the following: I have reviewed the activities and performance of the Servicer during the fiscal year ended December 31, 2006 under the Agreements and, to the best of my knowledge, based on my review, the Servicer has fulfilled all of its duties, responsibilities or obligations under the Agreements throughout the fiscal year. By: /s/ Joseph Candelario March 5, 2007 ---------------------- Date Joseph Candelario First Vice President Compliance Officer Loan Administration Exhibit A Securitization Transaction(s) ----------------------------- GSAA 2006-1 (SUB) GSAA 2006-12 GSAA 2006-3 (SUB) GSAA 2006-5 GSAA 2006-5 (SUB) GSAA 2006-6 SUB GSAA 2006-9 (SUB) GSAA 2006-3 GSAA 2006-9 GSR 2006-4F (SUB) EX-35.3 National City Mortgage Co. A Subsidiary of National City Bank of Indiana 3232 Newmark Drive . Miamisburg, Ohio 45342 Telephone: (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Service Compliance Statement RE: See attached for series (Exhibit A) I, T. Jackson Case, Jr., hereby certify to J.P. Morgan Mortgage Acquisition Corp., that I am a duly elected Executive Vice President of National City Mortgage Corporation (the "Company"), a corporation organized under the laws of the State of Ohio and further as follows: (i) A review of the Company's activities as servicer during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the Agreement and any applicable Reconstitution Agreement during such period has been made under such officer's supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under the Agreement and any applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion thereof). National City Mortgage Co. Certified By: /s/ T. Jackson Case, Jr. Date: 2/14/2007 ------------------------- --------- Name: T. Jackson Case, Jr. Title: Executive Vice President EXHIBIT A --------------- EXHIBIT A ---------- V37 GSAA 2006-11 898 GSR 2004-13F V39 GSAA 2006-12 X03 GSR 2004-14 V42 GSAA 2006-14 823 GSR 2004-7 V41 GSAA 2006-16 826 GSR 2004-9 V55 GSAA 2006-20 W47 GSAA 2005-11 V07 GSAA 2006-3 W69 GSA 2005-14 V11 GSAA 2006-5 W75 GSAA 2005-15 V30 GSAA 2006-9 X98 GSAA 2005-6 V43 GSR 2006-8F W13 GSAA 2005-7 V47 GSR 2006-9F W25 GSAA 2005-9 V05 GSR 2006-AR1 X72 GSR 2005-2F V18 GSR 2006-AR2 X80 GSR 2005-3F 212 Goldman Sachs Mtg Co X83 GSR 2005-4F 912 Goldman Sachs Mortgage Co. W05 GSR 2005-5F 909 GSR 2003-1 W19 GSR 2005-6F 910 GSR 2003-2F W44 GSR 2005-7F 919 GSR 2003-3F W59 GSR 2006-8F 928 GSR 2003-4F X88 GSR 2005-AR2 952 GSR 2003-7F X89 GSR 2005-AR3 965 GSR 2003-9 W18 GSR 2005-AR4 952 GSR 2004-3F W31 GSR 2005-AR5 965 GSR 2004-6F W61 GSR 2005-AR7 864 GSAA 2004-7 X56 GSR 2005-AR1 826 GSR 2004-10F 826 GSR 2004-11 826 GSR 2004-12 EX-35.4 CHASE SERVICER COMPLIANCE STATEMENT RE: GSAA HE 2006-3: The Pooling and Servicing Agreement by and among JPMorgan Chase Bank, National Association as Securities Administrator, JPMorgan Chase Bank, NA c/o CHF LLC as Servicer, JPMorgan Chase Bank, National Association as Master Servicer, U.S. Bank National as Custodian, J.P. Morgan Trust Company, N.A. as Custodian, Deutsche Bank National Trust Company as Custodian, GS Mortgage Securities Corp as Assignor, U.S. Bank National Association as Assignee, U.S. Bank National Association as Trustee (the "Agreement"). The undersigned, a duly authorized officer of JPMorgan Chase Bank, National Association, as servicer (the "Servicer") pursuant to the GSAA HE 2006-3 (the "Agreement"), does hereby certify that: (1) A review of the activities of the Servicer during the calendar year ending December 31, 2006 and of the performance of the Servicer under the Agreement has been made under my supervision; and (2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement in all material respects throughout such year. Date: 02/28/2007 JPMorgan Chase Bank, National Association, as Servicer By: /s/ David Lowman ----------------- Name:David Lowman Title: Executive Vice President EX-35.5 CHASE SUBSERVICER COMPLIANCE STATEMENT RE: GSAA HE 2006-3: The Pooling and Servicing Agreement by and among JPMorgan Chase Bank, National Association as Securities Administrator, JPMorgan Chase Bank, National Association as Master Servicer, U.S. Bank National Custodian, J.P. Morgan Trust Company, N.A. as Custodian, Deutsche Bank National Trust Company as Custodian, GS Mortgage Securities Corp as Assignor, U.S. Bank National Association as Assignee, JPMorgan Chase Bank NA as Servicer (the "Agreement"). The undersigned, a duly authorized officer of Chase Home Finance LLC ("CHF"), do hereby certify that: (1) CHF is a Subservicer under the Agreement (2) A review of the activities of CHF during the calendar year ending December 31, 2006 and of the performance of CHF under the Agreement has been made under our supervision; and (3) To the best of my knowledge, based on such review, CHF has fulfilled all its obligations under the Agreement in all material respects throughout such year. Capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. Date: 02/28/2007 Chase Home Finance LLC as Subservicer By: /s/ Kim Greaves ---------------------- Name: Kim Greaves Title: Senior Vice President By: /s/ Jim Miller ---------------------- Name: Jim Miller Title: Senior Vice President EX-35.6 GREENPOINT MORTGAGE FUNDING, INC. SERVICER COMPLIANCE STATEMENT GSAA 2006-3 I, Michael De Francesco, an authorized officer of GreenPoint Mortgage Funding, Inc. (the "Servicer"), certify that: 1. A review of the Servicer's activities during the period from and including January 1, 2006 through and including December 31, 2006 (or applicable portion thereof) and of the Servicer's performance under the applicable servicing agreement has been made under my supervision. 2. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the applicable servicing agreement in all material respects throughout such period. Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement. Date: February 28, 2007 /s/ Michael De Francesco ------------------------------------------ Michael De Francesco Senior Vice President, Loan Administration