-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FxvfnUSL1u37owayRGQZ/i8p1F4Jg0uZ2Kb4uIpxm1F/64owd7oLVbNxB3kxP2ht HoLUB3lejXqgSbOWC30N7g== 0001141776-08-000118.txt : 20080605 0001141776-08-000118.hdr.sgml : 20080605 20080605111111 ACCESSION NUMBER: 0001141776-08-000118 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 31 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Citigroup Mortgage Loan Trust 2006-AR6 CENTRAL INDEX KEY: 0001370972 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-131136-07 FILM NUMBER: 08882247 MAIL ADDRESS: STREET 1: 390 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10013 10-K/A 1 cmlti2006-ar6_10ka.htm CMLTI2006-AR6_10KA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-K/A

 

AMENDMENT No. 1

 

ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

o

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 333-131136-07

Citigroup Mortgage Loan Trust 2006-AR6

(Exact name of issuing entity as specified in its charter)

Citigroup Mortgage Loan Trust Inc.

(Exact name of depositor as specified in its charter)

Citigroup Global Markets Realty Corp.

(Exact name of sponsor as specified in its charter)

Delaware

 

41-2232550, 41-2232557, 41-2232558, 41-2232561

 

(State or Other Jurisdiction of Incorporation or Organization of Issuing Entity)

 

(I.R.S. Employer Identification Number of Issuing Entity)

390 Greenwich Street, New York, New York

 

10013

(Address of Principal Executive

Offices of Issuing Entity)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 816-6000

Securities Registered pursuant to Section 12(b) of the Exchange 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 oNo 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 oNo 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 Exchange Act during the preceding 12 months (or 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 xNo o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o [Item 405 of Regulation S-K is 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 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o

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.]

 

Explanatory Note

 

This Amendment No. 1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2007 (Accession No. 0001141776-07-000082) by Citigroup Mortgage Loan Trust 2006-AR6 (the “Initial 10-K”), for the fiscal year ended December 31, 2006, is being filed for the sole purpose of restating the assessment of American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc. (the “Asserting Party”) for the reporting period of January 1, 2006 through December 31, 2006. The restated assessment, provided to the registrant in February 2008, identifies a material instance of noncompliance with the servicing criteria set forth in Item 1122(d)(4)(xii) under Regulation AB. Specifically, the Asserting Party did not have, during the applicable reporting period, sufficient policies and procedures to capture the information with respect to the Platform Transactions necessary to determine compliance with Item 1122(d)(4)(xii). In response to a Securities and Exchange Commission comment, as of January 1, 2008, the Asserting Party has implemented practices and procedures to capture the information necessary to assess compliance with Item 1122(d)(4)(xii).

 

PART I

The following items have been omitted pursuant to General Instruction J. to Form 10-K:

 

Item 1.

Business

Item 1A.

Risk Factors

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Submission of Matters to a Vote of Security Holders

 

Item 1B.

Unresolved Staff Comments

 

None.

The following substitute information is provided in accordance with General Instruction J. to Form 10-K:

 

2

Item 1112(b) of Regulation AB (Significant obligors of pool assets)

No single obligor represents more than 10% of the pool assets held by the issuing entity.

Item 1114(b)(2) of Regulation AB (Credit enhancement and other support, except for certain derivative instruments) (Information regarding significant enhancement providers)

No entity or group of affiliated entities provides any external credit enhancement for the certificates issued by the issuing entity.

Item 1115(b) of Regulation AB (Certain derivative instruments)

No entity or group of affiliated entities provides derivative instruments having a significance percentage of 10% or more.

 

Item 1117 of Regulation AB (Legal Proceedings)

 

There are no legal proceedings that would be material to investors against the sponsor, the depositor, the issuing entity, any affiliated servicer, any affiliated originator, or to CitiMortgage Inc.’s knowledge any unaffiliated servicer, any unaffiliated originator, the trustee, nor does CitiMortgage, Inc. know of any such proceeding contemplated by any governmental authorities.

 

PART II

The following items have been omitted pursuant to General Instruction J. of Form 10-K:

 

Item 5.

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

Selected Financial Data

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

 

Item 9A(T).

Controls and Procedures

 

Not applicable

 

Item 9B.

Other Information

 

None.

PART III

The following items have been omitted pursuant to General Instruction J. of Form 10-K:

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

 

The following substitute information is provided in accordance with General Instruction J. to Form 10-K:

 

3

Item 1119 of Regulation AB (Affiliations and certain relationships and related transactions)

Omitted pursuant to the Instruction to Item 1119 of Regulation AB.

Item 1122 of Regulation AB (Compliance with applicable servicing criteria)

The reports required by Item 1122(a) and (B) of, or relating to, all parties determined by the registrant to be participating in the servicing function with respect to the issuing entity are attached to this Form 10-K as Exhibits 33.1.1, 33.1.2, 33.1.3, 33.1.3.1, 33.1.3.2, 33.1.4, 33.1.4.1, 33.1.4.2, 33.1.5, 33.1.5.1, 33.1.5.2, 33.1.6, 34.1.1, 34.1.2, 34.1.3, 34.1.3.1, 34.1.3.2, 34.1.4, 34.1.4.1, 34.1.4.2, 34.1.5, 34.1.5.1, 34.1.5.2 and 34.1.6.

Following are either material instances of noncompliance, or explanations for nonapplicable criteria required to be covered by the transaction agreements, that are disclosed on Item 1122(a) and (b) reports as required by Item 1122(c)(1):

 

CitiMortgage, Inc. treated item 1122(d)(2)(IV) as inapplicable criteria on the 1122 Management Assessment and Accountants Attestation. CMI interpreted the criterion to apply exclusively to cash reserve accounts or accounts established as a form of overcollateralization. It holds neither of those accounts as a primary servicer. To the extent that the criterion is alternatively interpreted to include custodial collection accounts for P&I and T&I, CMI would have included the criterion as being applicable. If included as applicable, CMI would have made an assessment that it was compliant with the criterion for the assessment period.

 

Countrywide Home Loans Servicing LP treated the following criteria as inapplicable while their related servicing agreement indicated they would be responsible for the criteria: 1122(d)(3)(iii) and 1122(d)(3)(iv). Countrywide Home Loans Servicing LP excluded 1122(d)(3)(iii) and (iv) as they interpret these criteria only applies to the paying agent and is therefore not applicable to them.

 

HomeBanc Mortgage Corporation: The accountant’s attestation disclosed the following material noncompliance with the servicing criteria 1122(d)(2)(vii) and 1122(d)(4)(viii), applicable to the Company during the year ended December 31, 2006. Certain reconciliations for asset-backed securities related bank accounts, including custodial accounts were not prepared in a timely manner (i.e., within 30 calendar days after the bank statement cutoff date), and certain delinquent loan follow up activities were not documented. Remediation for 1122(d)(2)(vii): Bank reconciliations were completed with in 45 days of bank statement cutoff date, consistent with Freddie Mac servicing standards. Bank reconciliation procedures have been modified; and reconciliations related to the Platform are now completed within 30 days of the bank statement cutoff date. Remediation for 1122(d)(4)(viii): Collection activities related to delinquent mortgage loan were consistent with industry standards; however, such activities were not fully documented in the servicing system of record. These issues are primarily related to lack of notations to the servicing system of record for certain collection activities such as late payment notices and collection calls. Technology and process enhancements are expected to be implemented in the second quarter of 2007 that will correct these documentation deficiencies.

 

Item 1123 of Regulation AB (Servicer compliance statement)

 

The statement required by Item 1123 is attached to this Form 10-K as Exhibits 35.1.1, 35.1.2, 35.1.3, 35.1.4 and 35.1.5.

 

PART IV

Item 15.

Exhibits and Financial Statements and Schedules

 

 

(a)(1)

Not applicable.

 

(a)(2)

Not applicable.

 

(a)(3)

Exhibits

 

Exhibit Number

 

Description

 

 

4

 

4.1

 

Servicing Agreement, dated as of August 1, 2006, incorporated by reference from Exhibit 4.1 of the Issuing Entity’s Current Report on Form 8-K filed with the Commission on October 26, 2006.

31.1

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission, dated June 5, 2008.

33.1.1

 

Management Assessment of Compliance with Applicable Servicing Criteria, dated February 27, 2007, of CitiMortgage, Inc.

33.1.2

 

Assessment of Compliance with Applicable Servicing Criteria, dated March 1, 2007, of Countrywide Home Loans Servicing LP.

33.1.3

 

Report on Assessment of Compliance with Regulation AB Servicing Criteria, dated

March 9, 2007, of Fifth Third Bank.

33.1.3.1

 

Report on Assessment of Compliance, dated February 28, 2007, of First American Real Estate Solutions of Texas LP.

33.1.3.2

 

Restated Report on Assessment of Compliance with 1122(d)(2)(vi), 1122(d)(4)(xi), and 1122(d)(4)(xii) of Regulation AB Servicing Criteria for the Reporting Period January 1, 2006 to December 31, 2006 originally dated February 23, 2007 and revised January 30, 2008 of affiliates of Assurant, Inc.

33.1.4

 

Assessment of Compliance with the Servicing Criteria set forth in Item 1122(d) of Regulation AB, dated March 1, 2007, of HomeBanc Mortgage Corporation.

33.1.4.1

 

Report of Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, dated February 20, 2007, of ZC Sterling Insurance Agency, Inc.

33.1.4.2

 

Report of Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, dated March 1, 2007, of ZC Sterling Real Estate Tax Solutions Limited.

33.1.5

 

Management Assessment of Compliance with Applicable Servicing Criteria, dated

February 27, 2007, of Wells Fargo Bank, N.A.

33.1.5.1

 

Report on Assessment of Compliance with Regulation AB Servicing Criteria, dated

February 22, 2007, of Regulus Group LLC.

33.1.5.2

 

Report on Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, dated February 20, 2007, of ZC Sterling Insurance Agency, Inc.

33.1.6

 

Management Assessment of Compliance, dated February 28, 2007, of Citibank, N.A.

34.1.1

 

Report of Independent Registered Public Accounting Firm, dated February 27, 2007, of KPMG LLP, for CitiMortgage, Inc. relating to Exhibit 33.1.1.

34.1.2

 

Report of Independent Registered Public Accounting Firm, dated February 27, 2007, of KPMG LLP, for Countrywide Home Loans Servicing LP relating to Exhibit 33.1.2.

34.1.3

 

Report of Independent Registered Public Accounting Firm, dated March 9, 2007, of

Deloitte & Touche, for Fifth Third Bank Inc. relating to Exhibit 33.1.3.

34.1.3.1

 

Report of Independent Registered Public Accounting Firm, dated February 26, 2007, of PricewaterhouseCoopers LLP for First American Real Estate Solutions of Texas LP. relating to Exhibit 33.1.3.1.

34.1.3.2

 

Report of Independent Registered Public Accounting Firm originally dated February 23, 2007 and revised January 30, 2008 of PricewaterhouseCoopers LLP, for affiliates of Assurant, Inc., relating to Exhibit 33.1.3.2.

34.1.4

 

Report of Independent Registered Public Accounting Firm, dated February 28, 2007, of Ernst & Young LLP, for HomeBanc Mortgage Corporation Co. relating to Exhibit 33.1.4.

 

 

5

 

34.1.4.1

 

Report of Independent Registered Public Accounting Firm, dated February 20, 2007, of Ernst & Young LLP, for ZC Sterling Insurance Agency Inc., relating to Exhibit 33.1.4.1.

34.1.4.2

 

Report of Independent Registered Public Accounting Firm, dated March 1, 2007, of

Ernst & Young LLP, for ZC Sterling Real Estate Tax Solutions Limited, relating to Exhibit 33.1.4.1.2.

34.1.5

 

Report of Independent Registered Public Accounting Firm, dated March 1, 2007, of

KPMG LLP, for Wells Fargo Bank, N.A. relating to Exhibit 33.1.5.

34.1.5.1

 

Report of Independent Registered Public Accounting Firm, dated February 22, 2007, of KPMG LLP, for Regulus Group LLC relating to Exhibit 33.1.5.1.

34.1.5.2

 

Report of Independent Registered Public Accounting Firm, dated February 20, 2007, of Ernst & Young LLP, for ZC Sterling Insurance Agency, Inc. relating to Exhibit 33.1.5.2.

34.1.6

 

Report of Independent Registered Public Accounting Firm, dated February 28, 2007, of KPMG LLP, for Citibank, N.A. relating to Exhibit 33.1.6.

35.1.1

 

Servicer Compliance Statement of CitiMortgage, Inc., dated February 27, 2007.

35.1.2

 

Annual Certification for Home Mortgage Purchase Program Pursuant to the Sale, Servicing and Administration Agreement of Countrywide Home Loans Servicing LP dated January 25, 2007.

35.1.3

 

Annual Certification for Home Mortgage Purchase Program Pursuant to the Sale, Servicing and Administration Agreement of Fifth Third Bank dated January 11, 2007.

35.1.4

 

Annual Certification for Home Mortgage Purchase Program Pursuant to the Sale, Servicing and Administration Agreement of HomeBanc Mortgage Corporation dated January 15, 2007.

35.1.5

 

Annual Certification for Home Mortgage Purchase Program Pursuant to the Sale, Servicing and Administration Agreement of Wells Fargo Bank, N.A. dated January 22, 2007.

 

 

6

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.

Citigroup Mortgage Loan Trust Inc.

By: CitiMortgage, Inc., as Master Servicer

By: /s/ Tommy Harris

 

Tommy Harris

Senior Vice President of CitiMortgage, Inc.

June 5, 2008

 

7

INDEX TO EXHIBITS

Exhibit

Number

Description

______________________________________________________________________________________

 

4.1

Servicing Agreement, dated as of August 1, 2006, incorporated by reference from Exhibit 4.1 of the Issuing Entity’s Current Report on Form 8-K filed with the Commission on October 26, 2006.

 

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission, dated June 5, 2008.

 

33.1.1

Management Assessment of Compliance with Applicable Servicing Criteria, dated

February 27, 2007, of CitiMortgage, Inc.

 

33.1.2

Assessment of Compliance with Applicable Servicing Criteria, dated March 1, 2007, of Countrywide Home Loans Servicing LP.

 

33.1.3

Report on Assessment of Compliance with Regulation AB Servicing Criteria, dated

March 9, 2007, of Fifth Third Bank.

 

33.1.3.1

Report on Assessment of Compliance, dated February 28, 2007, of First American Real Estate Solutions of Texas LP.

 

33.1.3.2

Restated Report on Assessment of Compliance with 1122(d)(2)(vi), 1122(d)(4)(xi), and 1122(d)(4)(xii) of Regulation AB Servicing Criteria for the Reporting Period January 1, 2006 to December 31, 2006 originally dated February 23, 2007 and revised January 30, 2008 of affiliates of Assurant, Inc.

 

33.1.4

Assessment of Compliance with the Servicing Criteria set forth in Item 1122(d) of Regulation AB, dated March 1, 2007, of HomeBanc Mortgage Corporation.

 

33.1.4.1

Report of Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, dated February 20, 2007, of ZC Sterling Insurance Agency, Inc.

 

33.1.4.2

Report of Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, dated March 1, 2007, of ZC Sterling Real Estate Tax Solutions Limited.

 

33.1.5

Management Assessment of Compliance with Applicable Servicing Criteria, dated

February 27, 2007, of Wells Fargo Bank, N.A.

 

33.1.5.1

Report on Assessment of Compliance with Regulation AB Servicing Criteria, dated

February 22, 2007, of Regulus Group LLC.

 

33.1.5.2

Report on Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, dated February 20, 2007, of ZC Sterling Insurance Agency, Inc.

 

33.1.6

Management Assessment of Compliance, dated February 28, 2007, of Citibank, N.A.

 

34.1.1

Report of Independent Registered Public Accounting Firm, dated February 27, 2007, of

KPMG LLP, for CitiMortgage, Inc. relating to Exhibit 33.1.1.

 

34.1.2

Report of Independent Registered Public Accounting Firm, dated February 27, 2007, of

KPMG LLP, for Countrywide Home Loans Servicing LP relating to Exhibit 33.1.2.

 

34.1.3

Report of Independent Registered Public Accounting Firm, dated March 9, 2007, of

Deloitte & Touche, for Fifth Third Bank Inc. relating to Exhibit 33.1.3.

 

34.1.3.1

Report of Independent Registered Public Accounting Firm, dated February 26, 2007, of

PricewaterhouseCoopers LLP for First American Real Estate Solutions of Texas LP.

 

8

relating to Exhibit 33.1.3.1.

 

34.1.3.2

Report of Independent Registered Public Accounting Firm originally dated February 23, 2007 and revised January 30, 2008 of PricewaterhouseCoopers LLP, for affiliates of Assurant, Inc., relating to Exhibit 33.1.3.2.

 

34.1.4

Report of Independent Registered Public Accounting Firm, dated February 28, 2007, of

Ernst & Young LLP, for HomeBanc Mortgage Corporation Co. relating to Exhibit 33.1.4.

 

34.1.4.1

Report of Independent Registered Public Accounting Firm, dated February 20, 2007, of

Ernst & Young LLP, for ZC Sterling Insurance Agency Inc., relating to Exhibit 33.1.4.1.

 

34.1.4.2

Report of Independent Registered Public Accounting Firm, dated March 1, 2007, of

Ernst & Young LLP, for ZC Sterling Real Estate Tax Solutions Limited, relating to Exhibit 33.1.4.1.2.

 

34.1.5

Report of Independent Registered Public Accounting Firm, dated March 1, 2007, of

KPMG LLP, for Wells Fargo Bank, N.A. relating to Exhibit 33.1.5.

 

34.1.5.1

Report of Independent Registered Public Accounting Firm, dated February 22, 2007, of

KPMG LLP, for Regulus Group LLC relating to Exhibit 33.1.5.1.

 

34.1.5.2

Report of Independent Registered Public Accounting Firm, dated February 20, 2007, of

Ernst & Young LLP, for ZC Sterling Insurance Agency, Inc. relating to Exhibit 33.1.5.2.

 

34.1.6

Report of Independent Registered Public Accounting Firm, dated February 28, 2007, of

KPMG LLP, for Citibank, N.A. relating to Exhibit 33.1.6.

 

35.1.1

Servicer Compliance Statement of CitiMortgage, Inc., dated February 27, 2007.

 

35.1.2

Annual Certification for Home Mortgage Purchase Program Pursuant to the Sale, Servicing and Administration Agreement of Countrywide Home Loans Servicing LP dated January 25, 2007.

 

35.1.3

Annual Certification for Home Mortgage Purchase Program Pursuant to the Sale, Servicing and Administration Agreement of Fifth Third Bank dated January 11, 2007.

 

35.1.4

Annual Certification for Home Mortgage Purchase Program Pursuant to the Sale, Servicing and Administration Agreement of HomeBanc Mortgage Corporation dated January 15, 2007.

 

35.1.5

Annual Certification for Home Mortgage Purchase Program Pursuant to the Sale, Servicing and Administration Agreement of Wells Fargo Bank, N.A. dated January 22, 2007.

 

 

 

 

 

9

 

 

EX-31 2 cmlti2006-ar6soxcert.htm CMLTI 2006-AR6 REVISED SOX

Exhibit 31.1

 

Certifications

 

I, Tommy Harris, as senior officer in charge of the master servicing function of CitiMortgage, Inc., certify that:

 

 

1.

I have reviewed this report on Form 10-K/A and all reports on Form 10-D required

to be filed in respect of the period covered by this report on Form 10-K/A of Citigroup Mortgage Loan Trust, Inc., 2006-AR6 (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 the report is included in the Exchange Act periodic reports;

 

 

4.

I am responsible for reviewing the activities performed by the servicers and

based on my knowledge and the compliance review conducted in preparing the servicers compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

 

5.            All of the reports on assessment of compliance with servicing criteria for asset- backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K/A.

 

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Countrywide Home Loans Servicing LP, Fifth Third Bank, HomeBanc Mortgage Corporation, and Wells Fargo Bank, N.A.

 

Date: June 5, 2008

 

By: /s/ Tommy Harris

Name: Tommy Harris

Title: Senior Vice President – Master Servicing

 

 

 

EX-33 3 cmi_1122.htm CMI 1122

 

Exhibit 33.1.1

[Letterhead of Citicorp Mortgage, Inc.]

 

 

Management Assessment of Compliance with Applicable Servicing Criteria

 

1.

CitiMortgage, Inc (the “Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as set forth in Exhibit A hereto, in connection with the servicing of 1) first lien residential mortgage loans (other than (a) Freddie Mac, Fannie Mae, Ginnie Mae residential mortgage loan securitizations, (b) special bond programs and (c) loans held for its own portfolio) and 2) student loans issued subsequent to January 1, 2006, for which the Servicer performs a particular servicing function pursuant to a servicing agreement with a third party, utilizing the Citilink system (the “Platform”) as of and for the year ended December 31, 2006;

2.

The Servicer has engaged certain vendors (the “Vendors”) to perform specific, limited or scripted activities as of and for the year ended December 31, 2006. As set forth in Exhibit A hereto, the Servicer’s management has determined that these Vendors are not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Servicer’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 designed to provide reasonable assurance that the Vendors’ activities comply in all material respects with the servicing criteria applicable to each Vendor. The Servicer’s management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the Vendors and related criteria;

3.

Except as set forth in paragraph 4 below, the Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria as of and for the year ended December 31, 2006;

4.

The criteria listed as Inapplicable Servicing Criteria on Exhibit A hereto are inapplicable to the Servicer based on the activities it performs with respect to asset-backed securities transactions involving the Platform. For student loan transactions all of the criteria on Exhibit A are inapplicable to the Servicer, except for 1122(d)(3)(i)(A), 1122(d)(3)(i)(B) and 1122(d)(3)(ii), based on the activities it performs with respect to asset-backed securities transactions involving the Platform;

5.

The Servicer has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2006;

6.

The Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of and for the year ended December 31, 2006;

7.

The Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria for the year ended December 31, 2006; and

8.

KPMG LLP, a registered public accounting firm, has issued an attestation report on the Servicer’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2006.

 

February 27, 2007

 

By: /s/ Herb Gover

Name: Herb Gover

Title: Executive Vice President, North American Consumer Asset Operations

 

 

 

 

EXHIBIT A

 

Servicing Criteria

Applicable
Servicing Criteria

INAPPLICABLE
Servicing
Criteria1

Reference

Criteria

Performed Directly
by
Servicer2

Performed by
Vendor(s) for which Servicer is Responsible Party3

 

 

General Servicing Considerations

 

 

 

1122(d)(1)(i)

Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

X

 

 

1122(d)(1)(ii)

If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.

 

X

 

 

1122(d)(1)(iii)

Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

 

 

X

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.

 

X

 

 

 

Cash Collection and Administration

 

 

 

1122(d)(2)(i)

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 agreements.

 

X[1]

X[1]

 

1122(d)(2)(ii)

Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

 

X[1]

X[1]

 

1122(d)(2)(iii)

Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

 

X

 

 

1122(d)(2)(iv)

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 transaction agreements.

 

 

X

1122(d)(2)(v)

Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

 

 

X

 

 

_________________________

Check only criteria that Servicer neither performs nor takes responsibility for the performance of a Vendor.

If checked, describe in footnote any portion of the applicable criterion that is not performed by the Servicer (because performed by Vendor or performed by another servicing function participant). See footnotes to Exhibit A at end of document.

If checked, describe in footnote the portion of the applicable criterion (if less than all) that is performed by the Vendor. See footnotes to Exhibit A at end of document.

 

1122(d)(2)(vi)

Unissued checks are safeguarded so as to prevent unauthorized access.

 

X

 

 

1122(d)(2)(vii)

Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone 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.

 

 

X

 

 

 

Investor Remittances and Reporting

 

 

 

1122(d)(3)(i)

Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are 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.

 

 

 

X

 

 

1122(d)(3)(ii)

Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

 

X

 

 

1122(d)(3)(iii)

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 agreements.

 

X

 

 

1122(d)(3)(iv)

Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

 

X

 

 

 

Pool Asset Administration

 

 

 

1122(d)(4)(i)

Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.

 

X[1]

 

X[1]

 

1122(d)(4)(ii)

Mortgage loan and related documents are safeguarded as required by the transaction agreements

 

 

 

X[1]

 

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.

 

X

 

 

1122(d)(4)(iv)

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 documents.

 

 

X[1]

X[1]

 

1122(d)(4)(v)

The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

 

X

 

 

1122(d)(4)(vi)

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 related pool asset documents.

 

X

 

 

1122(d)(4)(vii)

Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

 

X

 

 

 

 

 

1122(d)(4)(viii)

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 unemployment).

 

 

X

 

 

1122(d)(4)(ix)

Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.

 

X

 

 

1122(d)(4)(x)

Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s 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.

 

 

 

X[1]

X[1]

 

1122(d)(4)(xi)

Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

 

 

X[1]

X[1]

 

1122(d)(4)(xii)

Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

 

X[1]

X[1]

 

1122(d)(4)(xiii)

Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements.

 

X[1]

X[1]

 

1122(d)(4)(xiv)

Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

 

X

 

 

1122(d)(4)(xv)

Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

 

X

 

 

 

 

 

 

_________________________

Footnotes to Exhibit A Servicing Criteria

 The vendor performs only the lockbox function for criterion 1122(d)(2)(i).

 The servicer under criterion 1122(d)(2)(ii) makes authorized disbursements on behalf of an obligor for escrowed amounts and to investors and/or the paying agent for their disbursement to investors. The paying agent (another party participating in the servicing function for which the servicer is not the responsible party) makes authorized disbursements to investors.

 Under criterion 1122(d)(2)(ii), in specific, limited instances the tax and insurance monitoring vendors make disbursements on behalf of an obligor.

 The servicer prepares and ships the required loan documents to the vendor that performs the custodian function.

 The vendor performs the custodian function.

 The vendor performs the custodian function.

 The servicer performs all of the criterion 1122(d)(4)(iv) except for the lockbox function, which is a specific, limited activity.

 The vendor performs only the lockbox function for criterion 1122(d)(4)(iv).

 The servicer performs all of the functions under criterion 1122(d)(4)(x) except for specific, limited tax and insurance monitoring activity performed by vendors.

 The vendors performs specific, limited tax and insurance monitoring functions for criterion 1122(d)(4)(x).

 The servicer performs all of the functions under criterion 1122(d)(4)(xi) except for specific, limited tax and insurance monitoring activity performed by vendors.

 The vendors performs specific, limited tax and insurance monitoring functions for criterion 1122(d)(4)(xi).

 The servicer performs all of the functions under criterion 1122(d)(4)(xii) except for specific, limited tax and insurance monitoring activity performed by vendors.

 The vendors performs specific, limited tax and insurance monitoring functions for criterion 1122(d)(4)(xii).

 The servicer performs all of the functions under criterion 1122(d)(4)(xiii) except for specific, limited tax and insurance monitoring activity performed by vendors.

 The vendors performs specific, limited tax and insurance monitoring functions for criterion 1122(d)(4)(xiii).

 

 

EX-33 4 countrywide_1122.htm COUNTRYWIDE 1122

Exhibit 33.1.2

[COUNTRYWIDE HOME LOANS LOGO]

 

 

 

 

 

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

 

Steve Bailey

 

 

Its:

Senior Managing Director and Chief Executive Officer,

Loan Administration

 

Dated: March 1, 2007

 

 

By:

/s/ Kevin Meyers

 

Kevin Meyers

 

 

Its:

Managing Director and Chief Financial Officer,

Countrywide Home Loans, Inc. Loan Administration

 

Dated: March 1, 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 5 fifththird1122_ar6.htm FIFTH THIRD 1122

Exhibit 33.1.3

 

[Letterhead of Fifth Third Mortgage Company]

 

REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB SERVICING

 

Fifth Third Mortgage Company, (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”), except for the criteria 229.1122 (d)(1)(iii), (d)(2(iv), (d)(3)(i)(c) and (d)(4)(xv) of the CFR, which the Asserting Party has concluded are not applicable to the activities it performs with respect to the residential mortgage loans covered by this report (such criteria, after giving effect to the exceptions identified above, the “Applicable Servicing Criteria”). The loans covered by this report, [set forth on Exhibit A hereto], include the residential mortgage loans sold to non-government-sponsored entities for which the Asserting Party served as servicer, that were completed on or after January 1, 2006, (the “Platform”).

 

The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and 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.

 

The Servicer has engaged certain vendors (the “Vendors”) to perform specific, limited or scripted servicing activities as of and for the period ended December 31, 2006. Specific vendors have been identified as a party participating in the servicing function and have provided separate assessment and attestation reports for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors as set forth in section 1122(d)(4)(xi) and 1122(d)(4)(xii).

 

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period as set forth in this assertion.

 

Fifth Third Mortgage Company, as Servicer

 

 

By: /s/ Charles Mannes

Name: Charles Mannes

Title: Vice President

Date: March 9, 2007

 

By: /s/ Joe Robinson

Name: Joe Robinson

Title: Vice President

Date: March 9, 2007

EXHIBIT A

 

Investor

Investor Name

 

63100

WELLS FARGO (CSMC 2006-8)

63105

LEHMAN (LXS 2006-7)

63106

LEHMAN BROTHERS Jumbo ARM

63109

CREDIT SUISSE

63113

WELLS FARGO (JPMMT2006-S2)

63115

WELLS FARGO (CSMC 2006-1)

63116

WELLS FARGO (CSMS 2006-2)

63117

WACHOVIA

63118

LEHMAN (LMT 2006-2)

63119

WELLS FARGO for JP MORGAN

63120

WELLS FARGO for JP MORGAN

63121

WELLS-EMC(PRIME 2006-CL1)

63122

WELLS FARGO (JPMMT2006-A3)

63123

WELLS FARGO (JPMMT2006-A4)

63124

CITIGROUP

63125

WELLS FARGO (JPALT2006-A3)

63126

WELLS FARGO (JPALT2006-S3)

63127

CITIGROUP (CMLTI2006-AR6)

63128

WELLS FARGO (CSMC 2006-7)

63129

MORGAN STANLEY

63130

CITIGROUP

63131

CS/FB

63132

CITIGROUP (CMLTI2006-AR7)

63133

WELLS FARGO (CSAB2006-3)

63134

MSM 2006-15XS

63135

WACHOVIA

63136

WELLS FARGO for JP MORGAN

63137

CS/FB

63138

WELLS FARGO (JPALT2006-S4)

63139

US BANK (JPALT 2006-A7)

63140

WELLS FARGO for JP MORGAN

63141

CITIGROUP

63142

CITIGROUP

63143

WELLS FARGO (JPMMT 2006-S4)

63144

WACHOVIA (Hudson City)

 

 

 

EX-33 6 fifththirdfirstamer1122_.htm FIFTH THIRD FIRST AMERICAN 1122

Exhibit 33.1.3.1

 

REPORT ON ASSESSMENT OF COMPLIANCE

 

First American Real Estate Solutions of Texas, L.P. (an indirect subsidiary of the First American Corporation and 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)(1)(iv), (d)(2)(v), (d)(2)(vi), (d)(2)(vii), (d)(4)(xi), (d)(4)(xii) and (d)(4)(xiii) of the Code of Federal Regulation (the “CFR”) applicable to the Asserting Party (the “Applicable Servicing Criteria”). The transactions covered by this repot include all loans for residential mortgage loan outsourcing customers for which the Asserting Party served as the residential tax service provider (the “Platform”).

 

The Asserting has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that, except as set forth hereinbelow, 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.

 

The Asserting Party assessed it compliance with the Applicable Servicing Criteria for the Reporting Period and has identified a material instance of noncompliance with the servicing criterion set forth in Section 229.1122(d)(2)(vii)(B) of the CFR with respect to the Platform. Specifically the Asserting Party did not prepare reconciliations for all asset-backed securities related bank accounts within 30 calendar days after the statement cut-off date or such number of days specified in the transaction agreements.

 

PricewaterhouseCoopers LLP an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of December 31, 2006, and for the Reporting Period as set forth in this assertion.

 

FIRST AMERICAN REAL ESATE SOLUTIONS OF TEXAS, L.P.

By: First American Real Estate Solutions LLC

 

General Partner

 

 

/s/ Lucy A. Przybyla

Lucy A. Przybyla

Senior Vice President

February 28, 2007

 

 

EX-33 7 fifthtrd_assurant1122.htm FIFTH THIRD_ASSURANT1122

Exhibit 33.1.3.2

 

RESTATED REPORT ON ASSESSMENT OF COMPLIANCE WITH

§1122(d)(2)(vi), §1122(d)(4)(xi) and §1122(d)(4)(xii)

of REGULATION AB SERVICING CRITERIA

FOR THE REPORTING PERIOD

JANUARY 1, 2006 TO DECEMBER 31, 2006

 

American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc. (formerly, “Safeco Financial Institution Solutions, Inc.”) (collectively, the “Asserting Party”) is responsible for assessing compliance as of December 31, 2006 and for the period of January 1, 2006 through December 31, 2006 (the “Reporting Period”) with the servicing criteria set forth in §1122(d)(2)(vi), §1122(d)(4)(xi) and §1122(d)(4)(xii) of Title 17, §229.1122(d) of the Code of Federal Regulations, (the “Applicable Servicing Criteria”) which the Asserting Party has concluded are applicable to the insurance escrow servicing activities it performs with respect to all mortgage loan-tracking transactions for such asset-backed securities transactions that were registered after January 1, 2006 with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Platform Transactions”).

 

The Asserting Party previously excluded the applicable servicing criteria set forth in §1122(d)(4)(xii) from the scope of its assessment of compliance. The Asserting Party has now assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has identified a material instance of noncompliance with that servicing criterion. Specifically, the Asserting Party did not have, during the Reporting Period, sufficient policies and procedures to capture the information with respect to the Platform Transactions necessary to determine compliance with §1122(d)(4)(xii). Accordingly, the Asserting Party has restated its previous assessment for the Reporting Period, which excluded evaluation of the criterion, to include the criterion and reflect the material noncompliance as a result of its assessment.

 

The Asserting Party has concluded that, with the exception of the aforementioned material noncompliance, the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria for the Reporting Period with respect to the Platform Transactions taken as a whole. The Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the Applicable Servicing Criteria.

 

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of and for the Reporting Period ending December 31, 2006.

 

American Security Insurance Company

Standard Guaranty Insurance Company

TrackSure Insurance Agency, Inc.

 

(formerly, “Safeco Financial Institution Solutions, Inc.”)

 

 

 

/s/: John Frobose

By: John Frobose

 

Senior Vice President

 

Date:     February 23, 2007, except for the Asserting Party’s restatement described above regarding the assessment of the servicing criteria set forth in 1122(d)(4)(xii) which was

previously excluded from the scope of its assessment of compliance with applicable servicing criteria, as to which the date is January 30, 2008.

 

 

EX-33 8 homebanc1122_.htm HOMEBANC 1122

Exhibit 33.1.4

 

[Letterhead of HomeBanc Mortgage Corporation]

 

Assessment of Compliance with the Servicing Criteria

set forth in Item 1122(d) of Regulation AB

 

HomeBanc Mortgage Corporation (“HomeBanc”) 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 Apendix A hereto. The transactions covered by this report include asset-backed securities transaction for which HomeBanc acted as servicer or subservicer involving first lien and second lien residential mortgage loans dated on or after January 1 2006 to and including December 31, 2006, specifically the asset-backed securities transactions set forth in Appendix B hereto (the “Platform”).

 

HomeBanc has engaged certain vendors (the “Vendors”) to perform specific, limited or scripted activities as of and for the period ending December 31, 2006, and HomeBanc 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.

 

HomeBanc has engaged certain other vendors (the “Other Vendors”) to perform specific activities as of and for the period ending December 31, 2006, and HomeBanc elects not to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Other Vendors’ activities as set forth in Exhibit A hereto.

 

Except as otherwise noted in Appendix A hereto, HomeBanc used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria.

 

The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to HomeBanc based on the activities it performs, directly or through its Vendors and Other Vendors, with respect to the Platform.

 

HomeBanc 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 A hereto.

 

HomeBanc has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing as of December 31, 2006, and for the Reporting Period with respect to the Platform taken as a whole, except as described on Appendix A hereto.

 

HomeBanc has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria for the period ending December 31, 2006, and for the Reporting Period with respect to the Platform taken as a whole, except as described on Appendix A hereto.

 

HomeBanc has not identified and is not aware of any material instance of noncompliance by the Other 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, except as described on Appendix A hereto.

 

A registered public accounting firm has issued an attestation report on HomeBanc’s assessment of compliance with applicable servicing criteria for the Reporting Period.

 

Each Other Vendor has issued an assessment of compliance with the applicable servicing criteria for the Reporting Period; and a registered public accounting firm has issued an attestation report on each Other Vendors’ assessment of compliance with the applicable servicing criteria for the Reporting Period.

 

Date: March 1, 2007

By: /s/ Debra F. Watkins_________

Name: Debra F. Watkins

Title: Executive Vice President and

 

Chief Capital Markets Officer

 

 

Appendix A- 1122 Servicing Criteria Table

 

Reg AB Reference

Servicing Criteria

Performed Directly
by
HomeBanc

Performed by Vendors

Performed by Other Vendors

Inapplicable Servicing Criteria

Material Non-Compliance

 

General Servicing Considerations

 

 

 

 

 

1122(d)(1)(i)

Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

X

 

 

 

None

 

1122(d)(1)(ii)

If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.

 

X

 

 

 

None

 

 

1122(d)(1)(iii)

Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.

 

 

 

X

N/A

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.

 

X

 

X

 

X

 

None

 

 

Cash Collection and Administration

 

 

 

 

 

1122(d)(2)(i)

Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.

 

Related to accounts maintained by the Servicer

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

 

None

 

 

 

1122(d)(2)(ii)

Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

 

Related to accounts maintained by the Servicer

 

 

 

Related to accounts maintained by the Servicer

 

None

 

1122(d)(2)(iii)

Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

None

1122(d)(2)(iv)

The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

None

1122(d)(2)(v)

Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

 

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

None

1122(d)(2)(vi)

Unissued checks are safeguarded so as to prevent unauthorized access.

 

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

 

None

1122(d)(2)(vii)

Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone 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.

 

 

 

Related to accounts maintained by the Servicer

 

 

 

Related to accounts maintained by the Servicer

Bank reconciliations were completed within 45 days of the bank statement cutoff date, the Freddie Mac standard. See Appendix C.

 

 

 

Investor Remittances and Reporting

 

 

 

 

 

1122(d)(3)(i)

Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the indenture trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the related Servicer.

 

 

 

Related to reports prepared by the Servicer

 

 

 

Related to reports prepared by the Master Servicer

None

 

1122(d)(3)(ii)

Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

 

Related to remittance to the Master Servicer

 

 

Related to remittance to investors

None

1122(d)(3)(iii)

Disbursements made to an investor are posted within two business days to the related Servicer’s investor records, or such other number of days specified in the transaction agreements.

 

Related to remittance to the Master Servicer

 

 

Related to remittance to investors

None

1122(d)(3)(iv)

Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

 

Related to remittance to the Master Servicer

 

 

Related to remittance to investors

None

 

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.

Related to collateral held by the Servicer

 

 

 

 

 

Related to collaterall not held by the Servicer

 

None

 

1122(d)(4)(ii)

Pool assets and related documents are safeguarded as required by the transaction agreements

Related to documents held by the Servicer

 

 

 

 

Related to documents held by the Custodian

 

None

 

 

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.

 

Related to the activities of the Servicer

 

 

Related to the activities of the Master Servicer and/or Custodian

None

1122(d)(4)(iv)

Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the related Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

 

 

X

 

 

 

None

1122(d)(4)(v)

The related Servicer’s records regarding the pool assets agree with the related Servicer’s records with respect to an obligor’s unpaid principal balance.

 

X

 

 

 

None

1122(d)(4)(vi)

Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

 

Related to the activities of the Servicer

 

 

Related to the activities of the Master Servicer

None

1122(d)(4)(vii)

Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

 

Related to the activities of the Servicer

 

 

Related to the activities of the Master Servicer

None

1122(d)(4)(viii)

Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

 

 

X

 

 

 

Collection activities related to delinquent mortgage loans were not fully documented in the servicing system of record. See Appendiz C.

1122(d)(4)(ix)

Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.

 

X

 

 

 

None

 

 

 

1122(d)(4)(x)

Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.

 

 

 

X

 

 

 

None

1122(d)(4)(xi)

Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

 

 

 

 

X

 

None

1122(d)(4)(xii)

Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the related Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

 

 

 

X

 

None

1122(d)(4)(xiii)

Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

 

 

 

X

 

None

1122(d)(4)(xiv)

Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

 

X

 

 

 

None

1122(d)(4)(xv)

Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

 

 

 

 

X

N/A

 

Appendix B

 

Mortgage loans that are the subject of the following asset-backed securities transactions that occurred on or after January 1, 2006 to and including December 31, 2006

 

HomeBanc Mortgage Trust 2006-1

HomeBanc Mortgage Trust 2006-2

Bear Stearns ALT-A Trust 2006-1

Bear Stearns ALT-A Trust 2006-2

Bear Stearns ALT-A Trust 2006-3

Bear Stearns ALT-A Trust 2006-5

Bear Stearns ALT-A Trust 2006-7

Bear Stearns ARM Trust 2006-4

Bear Stearns Asset Backed Securities Trust 2006-SD4

Citigroup Mortgage Loan Trust 2006-AR6

Citigroup Mortgage Loan Trust 2006-AR7

SACO I Trust 2006-9

Appendix C

 

Bank Reconciliations:

 

Bank reconciliations were completed with in 45 days of bank statement cutoff date, consistent with Freddie Mac servicing standards. Bank reconciliation procedures have been modified; and reconciliations related to the Platform are now completed within 30 days of the bank statement cutoff date.

 

Collection Activities:

 

Collection activities related to delinquent mortgage loan were consistent with industry standards; however, such activities were not fully documented in the servicing system of record. These issues are primarily related to lack of notations to the servicing system of record for certain collection activities such as late payment notices and collection calls. Technology and process enhancements are expected to be implemented in the second quarter of 2007 that will correct these documentation deficiencies.

 

 

EX-33 9 homebanc_zcsterins1122.htm HOMEBANC / ZC STERLING 1122

Exhibit 33.1.4.1

[Letterhead of ZC STERLING Corporation]

 

Report on Assessment of Compliance with Securities and Exchange

Commission’s Regulation AB Servicing Criteria

 

For the calendar year ending December 31 2006, or portion thereof (the “Period”), ZC Sterling Insurance Agency, Inc. (“ZCSIA”) has been a subcontractor for Servicers identified in Appendix A.

 

The undersigned are Senior Vice President of ZCSIA, have sufficient authority to make the statements contained in this Assertion and are responsible for assessing compliance with the servicing criteria applicable to ZCSIA. ZCSIA has used the servicing criteria communicated to ZCSIA by the Servicer to assess compliance with the applicable servicing criteria. Accordingly, servicing criteria 1122(d)1(iv), 1122(d)4(xi), 1122(d)4(xii), and 1122(d)4(xiii) are applicable to the activities performed by ZCSIA with respect to the Platforms covered by this report. The remaining criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by ZCSIA with respect to the Platform covered by this report. As a subcontractor for Servicer, ZCSIA has determined that it complied in all material respects with the servicing criteria listed below. ZCSIA engaged Ernst & Young, LLP (“E&Y”), a registered public accounting firm, to review ZCSIA’s assessment, and E&Y has issued an attestation report on ZCSIA’s assessment of compliance with the applicable servicing criteria for the Period.

 

1.           ZCSIA maintained a fidelity bond and errors & omissions policy in effect on ZCSIA throughout the reporting period in the amount of coverage required by the transaction agreements between the Servicer and ZCSIA (1122(d)(1)(iv)).

 

2.            Payments made on behalf of Servicer’s obligor for insurance premiums 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 thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xi)).

 

3.            Any late payment penalties in connection with any payment for insurance to be made on behalf of Servicer’s obligor are paid from the Servicer’s funds or ZCSIA’s funds and not charged to Servicer’s obligor, unless the late payment was due to the obligor’s error or omission (1122(d)(4)(xii)).

 

4.            File(s) provided to Servicer from which Servicer may make disbursements made on behalf of Servicer’s obligor are provided to Servicer on an accurate and timely basis and the information theron is subject to such controls as are specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xiii)).

 

Sincerely,

ZC STERLING INSURANCE AGENCY, INC.

 

By: _/s/_Arthur J. Castner_______________

 

Arthur J. Castner

Title: Senior Vice President-Hazard Operations

Date: February 20, 2007

 

By: _/s/_James P. Novak_________________

 

James P. Novak

Title: Senior Vice President & General Counsel

Date: February 20, 2007

Appendix A

 

The following is a list of Clients serviced on the ZC Sterling Automated Tracking Solution (Tracking System) Platform:

 

 

1.

Eastern Savings Bank, fsb

 

2.

Homebanc Mortgage Corporation

 

3.

Irwin Mortgage Corporation

 

4.

Champion Mortgage and Key Bank USA National Association

 

5.

Midland Mortgage Co.

 

6.

Popular Mortgage Servicing, Inc. (f/k/a Equity One Inc.)

 

7.

ResMAE Mortgage Corporation and Residential Mortgage Assistance Enterprise, LLC

 

 

EX-33 10 homeb_czcsterlrea1122.htm HOMEBANC ZC STERLING REAL ESTATE 1122

Exhibit 33.1.4.2

 

[Letterhead of ZC STERLING ZC Real Estate Tax Solutions Limited]

 

Report on Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria

 

For the calendar year ending December 31, 2006, or portion thereof (the “Period”), ZC Real Estate Tax Solutions Limited (“ZCRETS”) has been a subcontractor for Servicers identified in Appendix A.

 

The undersigned are Senior Vice Presidents of ZCRETS, have sufficient authority to make the statements contained in this Assertion and are responsible for assessing compliance with the servicing criteria applicable to ZCRETS. ZCRETS has used the servicing criteria communicated to ZCRETS by the Servicer to assess compliance with the applicable servicing criteria. Accordingly, servicing criteria 1122(d)1(iv), 1122(d)2(vi), 1122(d)4(xi), 1122(d)4(xii) and 1122(d)4(xiii) are applicable to the activities performed by ZCRETS with respect to the Platform covered by this report. The remaining servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by ZCRETS with respect to the Platform covered by this report. As a subcontractor for Servicers, ZCRETS has determined that it complied in all material respects with the servicing criteria listed below. ZCRETS engaged Ernst & Young, LLP (“E&Y”), a registered public accounting firm, to review ZCRETS’ assessment, and E&Y has issued an attestation report on ZCRETS’ assessment of compliance with the applicable servicing criteria for the Period.

 

1.            ZCRETS maintained a fidelity bond and errors omissions policy in effect on ZCRETS throughout the reporting period in the amount of coverage required by the transaction agreements between the Servicer and ZCRETS (1122(d)(1)(iv)).

 

2.            To the extent ZCRETS prints checks for Servicer or otherwise has Servicer’s checks or check stock, unissued checks are safeguarded so as to prevent unauthorized access (1122(d)(2)(vi)).

 

3.            Payments made on behalf of Servicer’s obligor for real estate taxes 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 thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements between Servicer and ZCRETS (1122(d)(4)(xi)).

 

4.            Any late payment penalties in connection with any payment for real estate taxes made on behalf of Servicers obligor are paid from the Servicer’s funds or ZCRETS’ funds and not charged to Servicer’s obligor, unless the late payment was due to the obligor’s error or omission (1122(d)(4)(xii)).

 

5.            File(s) provided to Servicer from which Servicer may make disbursements made on behalf of Servicer’s obligor are provided to Servicer on an accurate and timely basis and the information thereon is subject to such controls as are specified in the transaction agreements between Servicer and ZCRETS (1122(d)(4)(xiii)),

 

Sincerely,

ZC Real Estate Tax Solutions Limited

 

By: _/s/ Mike Koepke_________________

 

Mike Koepke

Title: Senior Vice President and Tax Product Line Executive

Date: March 1, 2007

 

By: _/s/ James P. Novak___________________

 

James P. Novak

Title: Senior Vice President & General Counsel

Date: March 1, 2007

Appendix A

The following is a list of Clients serviced on ZC Tax Source (ZCTS) Real Estate Tax Outsourcing Platform (Platform) to which the criteria mentioned within the Assertion applies:

 

 

1.

HomeEq Servicing Corporation

 

2.

HomeBanc Mortgage Corporation

 

3.

Wendover Financial Services Corporation a subsidiary of Electronic Data Services Corporation

 

 

EX-33 11 wells_1122.htm WELLS FARGO 1122

Exhibit 33.1.5

 

[Letterhead of Wells Fargo Bank, N.A.]

 

2006 Certification Regarding Compliance with Applicable Servicing Criteria

 

1.

Wells Fargo Bank, N.A. (the “Servicer”) is responsible for assessing its compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB as set forth in Exhibit A hereto in connection with the primary servicing of residential mortgage loans by its Wells Fargo Home Mortgage division, other than the servicing of such loans for Freddie Mac, Fannie Mae, Ginnie Mae, state and local government bond programs, or a Federal Home Loan Bank (the servicing “Platform”);

 

2.

The Servicer has engaged certain vendors (the “Vendors”) to perform specific, limited or scripted activities as of and for the year ended December 31, 2006, and the Servicer has elected to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors as set forth in Exhibit A hereto, with the exception of those Vendors that have provided their own report on assessment of compliance with servicing criteria, which reports are attached hereto as Exhibit D;

 

3.

Except as set forth in paragraph 4 below, the Servicer 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 identified as Inapplicable Servicing Criteria on Exhibit A hereto are inapplicable to the Servicer based on the activities it performs with respect to its Platform;

 

5.

The Servicer has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2006, except as described on Exhibit B hereto;

 

6.

The Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of and for the year ended December 31, 2006;

 

7.

The Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria for the year ended December 31, 2006; and

 

8.

KPMG LLP, a registered public accounting firm, has issued an attestation report on the Servicer’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2006, which attestation report is included on Exhibit C attached hereto.

 

March 1, 2007

WELLS FARGO BANK, N.A.

 

 

By:

/s/Mary C. Coffin

Mary C. Coffin

Executive Vice President

EXHIBIT A

to

Wells Fargo Bank, N.A.’s

2006 Certification Regarding Compliance With Applicable Servicing Criteria

 

 

Servicing Criteria

Applicable Servicing Criteria

Inapplicable Servicing Criteria

Reference

Criteria

Performed by

Servicer

Performed by Vendor(s)

 

 

General Servicing Considerations

 

 

 

1122(d)(1)(i)

Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

X

 

 

1122(d)(1)(ii)

If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.

X

 

 

1122(d)(1)(iii)

Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

 

 

X

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.

X

 

 

 

Cash Collection and Administration

 

 

 

1122(d)(2)(i)

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 agreements.

X1

X2

 

1122(d)(2)(ii)

Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

X

 

 

1122(d)(2)(iii)

Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

X

 

 

1122(d)(2)(iv)

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 transaction agreements.

X

 

 

1122(d)(2)(v)

Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

X

 

 

1122(d)(2)(vi)

Unissued checks are safeguarded so as to prevent unauthorized access.

X3

X4

 

_________________________

A portion of this servicing criteria is performed by a vendor, as set forth in footnote 2 below.

A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files to deposits and transmits the transaction files to Wells Fargo. See Exhibit D.

A portion of this servicing criteria is performed by vendors, as set forth in footnote 4 below.

Insurance vendors prepare and safeguard checks on behalf of Wells Fargo. As to one such vendor, see Exhibit D.

 

 

 

Servicing Criteria

Applicable Servicing Criteria

Inapplicable Servicing Criteria

Reference

Criteria

Performed by

Servicer

Performed by Vendor(s)

 

1122(d)(2)(vii)

Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone 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.

X

 

 

 

Investor Remittances and Reporting

 

 

 

1122(d)(3)(i)

Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are 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.

X

 

 

1122(d)(3)(ii)

Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

X

 

 

1122(d)(3)(iii)

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 agreements.

X

 

 

1122(d)(3)(iv)

Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

X

 

 

 

Pool Asset Administration

 

 

 

1122(d)(4)(i)

Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.

X

 

 

1122(d)(4)(ii)

Mortgage loan and related documents are safeguarded as required by the transaction agreements.

X

 

 

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.

X

 

 

1122(d)(4)(iv)

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 documents.

X5

X6

 

1122(d)(4)(v)

The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

X

 

 

 

 

_________________________

A portion of this servicing criteria is performed by a vendor, as set forth in footnote 6 below.

A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files to deposits and transmits the transaction files to Wells Fargo. See Exhibit D.

 

 

 

1122(d)(4)(vi)

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 related pool asset documents.

X

 

 

Servicing Criteria

Applicable Servicing Criteria

Inapplicable Servicing Criteria

Reference

Criteria

Performed by

Servicer

Performed by Vendor(s)

 

1122(d)(4)(vii)

Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

X

 

 

1122(d)(4)(viii)

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 unemployment).

X

 

 

1122(d)(4)(ix)

Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.

X

 

 

1122(d)(4)(x)

Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s 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.

X

 

 

1122(d)(4)(xi)

Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

X7

X8

 

1122(d)(4)(xii)

Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

X

 

 

1122(d)(4)(xiii)

Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

X9

X10

 

1122(d)(4)(xiv)

Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

X

 

 

 

 

_________________________

A portion of this servicing criteria is performed by vendors, as set forth in footnote 8 below.

Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments to payees. As to one such vendor, see Exhibit D.

A portion of this servicing criteria is performed by one or more vendors, as set forth in footnote 10 below.

10 Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments to payees. As to one such vendor, see Exhibit D.

 

 

 

1122(d)(4)(xv)

Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

 

 

X

 

 

EXHIBIT B

to

Wells Fargo Bank, N.A.’s

2006 Certification Regarding Compliance With Applicable Servicing Criteria

 

Wells Fargo Bank, N.A. (“Wells Fargo”) acknowledges the following material instances of non-compliance with the applicable servicing criteria:

 

 

1.

1122(d)(3)(i) - Delinquency Reporting – For certain loans sub-serviced by Wells Fargo or for which servicing rights were acquired on a bulk-acquisition basis, Wells Fargo determined that it provided incomplete data to some third parties who use such data to calculate delinquency ratios and determine the status of loans with respect to bankruptcy, foreclosure or real estate owned. The incomplete reporting only affected securitizations that included delinquent loans. Instead of the actual due date being provided for use in calculating delinquencies, the date of the first payment due to the security was provided. Wells Fargo subsequently included additional data in the monthly remittance reports, providing the actual borrower due date and unpaid principal balance, together with instructions to use these new fields if such monthly remittance reports are used to calculate delinquency ratios.

 

 

2.

1122(d)(4)(vii) - Notification of Intent to Foreclose – Wells Fargo determined that, as required by certain servicing agreements, it did not provide investors with prior notification of intent to foreclose. While investors received monthly delinquency status reports that listed loans in foreclosure, such reports were received after such loans had been referred to an attorney. A new process is being implemented to send such notifications if contractually required, unless an investor opts out in writing.

 

 

 

EXHIBIT C

to

Wells Fargo Bank, N.A.’s

2006 Certification Regarding Compliance With Applicable Servicing Criteria

 

Report of Independent Registered Public Accounting Firm

 

[Letterhead of KPMG LLP]

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors

Wells Fargo Bank N.A.

 

We have examined Wells Fargo Bank, N.A.”s (the “Company”) compliance with the servicing criteria set forth Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for its primary servicing of residential mortgage loans by its Wells Fargo Home Mortgage division, other than the servicing of such loans for Freddie Mac, Fannie Mae, Ginnie Mae, state and local government bond programs, or a Federal Home Loan Bank (the Platform), except for servicing criteria 1122(d)(1)(iii) and 1122(d)(4)(xv), which the Company has determined 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 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.

 

Our examination disclosed the following instances of material noncompliance with certain servicing criteria applicable to the Company during the year ended December 31, 2006:

 

 

1.

1122(d)(3)(i)-Delinquency Reporting – The Company provided incomplete data to some third parties who use such data to calculate delinquency ratios and determine the status of loans with respect to bankruptcy, foreclosure or real estate owned. Instead of the actual due date being provided for use in calculating delinquencies, the date of the first payment due to the security was provided.

 

 

 

2.

1122(d)(4)(vii) – Notification of Intent to Foreclose – The Company, as required by certain servicing agreements, did not provide investors with prior notification of intent to foreclose.

 

As described in the accompanying 2006 Certification Regarding Compliance with Applicable Servicing Criteria, for servicing criteria 1122(d)(2)(i), 1122(d)(2)(vi), 1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xiii), 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 “servicers” as defined in Item 1101(i) 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”), with exception of those vendors who have provided their own reports on assessments of compliance with servicing criteria to the Company, for which the Company does not take such responsibility. 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, except for the instances of material noncompliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria as of and for the year ended December 31, 2006

 

/s/ KPMG LLP

 

Des Moines, Iowa

March 1, 2007

 

 

EXHIBIT D

to

Wells Fargo Bank, N.A.’s

2006 Certification Regarding Compliance With Applicable Servicing Criteria

 

Vendors’ Reports on Assessment of Compliance With Servicing Criteria

 

[Letterhead of REGULUS]

 

Report on Assessment of Compliance with Regulation AB Servicing Criteria

 

 

1.

Pursuant to Subpart 229.1100 – Assest 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 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.

 

 

4.

KPMG LLP, a registered public accounting firm, has issued an attestation report on Regulus’ assessment of compliance with the Applicable Servicing Criteria as of and for the year ending December 31, 2006. A copy of that attestation report is attached hereto as Exhibit A.

 

/s/ Kimberlee Clark

Kimberlee Clark

Chief Financial Officer

 

February 22, 2007

 

 

[Letterhead of KPMG LLP]

 

Report of Independent Registered Public Accounting Firm

 

The Board 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 receivable portfolios that include pool assets for asset backed securities transactions (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

 

 

[Letterhead of ZC STERLING Corporation]

 

Report on Assessment of Compliance with Securities and Exchange

Commission’s Regulation AB Servicing Criteria

 

For the calendar year ending December 31 2006, or portion thereof (the “Period”), ZC Sterling Insurance Agency, Inc. (“ZCSIA”) has been a subcontractor for Servicers identified in Appendix A.

 

The undersigned are Senior Vice Presidents of ZCSIA, have sufficient authority to make the statements contained in this Assertion and are responsible for assessing compliance with the servicing criteria applicable to ZCSIA. ZCSIA has used the servicing criteria communicated to ZCSIA by the Servicer to assess compliance with the applicable servicing criteria. Accordingly, servicing criteria 1122(d)1(iv), 1122(d)2(vi), 1122(d)4(xi), 1122(d)4(xii), and 1122(d)4(xiii) are applicable to the activities performed by ZCSIA with respect to the Platforms covered by this report. The remaining servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by ZCSIA with respect to the Platform covered by this report. As a subcontractor for Servicer, ZCSIA has determined that it complied in all material respects with the servicing criteria listed below. ZCSIA engaged Ernst & Young, LLP (“E&Y”), a registered public accounting firm, to review ZCSIA’s assessment, and E&Y has issued an attestation report on ZCSIA’s assessment of compliance with the applicable servicing criteria for the Period.

 

1.           ZCSIA maintained a fidelity bond and errors & omissions policy in effect on ZCSIA throughout the reporting period in the amount of coverage required by the transaction agreements between the Servicer and ZCSIA (1122(d)((1)(iv)).

 

2.            To the extent that ZCSIA prints checks for Servicer or otherwise has Servicer’s checks or check stock, unissued checks are safeguarded so as to prevent unauthorized access (1122(d)(2)(vi)). [AS OF DECEMBER 31, 2006 THIS PROVISION WILL APPLY ONLY FOR THE FOLLOWING SERVICERS: ABN Amro Mortgage Group, Inc, Option One Mortgage Corporation, Sun Trust Mortgage, Inc., HomEq Servicing Corporation, Wachovia Insurance Corporation, Wells Fargo Home Mortgage.

 

3.            Payments made on behalf of Servicer’s obligor for insurance premiums 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 thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xi)).

 

4.            Any late payment penalties in connection with any payment for insurance to be made on behalf of Servicer’s obligor are paid from the Servicer’s funds or ZCSIA’s funds and not charged to Servicer’s obligor, unless the late payment was due to the obligor’s error or omission (1122(d)(4)(xii)).

 

 

5.            File(s) provided to Servicer from which Servicer may make disbursements made on behalf of Servicer’s obligor are provided to Servicer on an accurate and timely basis and the information thereon is subject to such controls as are specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xiii)).

 

Sincerely,

ZC STERLING INSURANCE AGENCY, INC.

 

By: /s/ Arthur J. Castner

 

Arthur J. Castner

 

Title: Senior Vice President-Hazard Operations

 

Date: February 20, 2007

 

By: /s/ James P. Novak

 

James P. Novak

 

Title: Senior Vice President & General Counsel

 

Date: February 20, 2007

 

 

Appendix A

 

The following is a list of Clients serviced on the ZC Sterling Integrated Product Solution (ZIPS) Platform:

 

 

1.

ABM Amro Mortgage Group, Inc.

 

2.

Dovenmuehle Mortgage, Inc.

 

3.

HomEq Servicing Corporation

 

4.

Option One Mortgage Corporation

 

5.

People’s Choice Home Loan, Inc.

 

6.

Sun Trust Mortgage, Inc.

 

7.

Wachovia Insurance Agency (and its affiliates, including Wachovia Mortgage Corporation)

 

8.

Wells Fargo Home Mortgage

 

[Letterhead of ERNST and YOUNG LLP]

 

Report of Independent Registered Public Accounting Firm

 

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, that ZC Sterling Insurance Agency, Inc. (the Company) complied with certain servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for the ZC Sterling Integrated Product Solution (ZIPS) hazard insurance outsourcing Platform (Platform) as of and for the year ended December 31, 2006. The Company has determined that only certain servicing criteria 1122(d)1(iv), 1122(d)2(vi), 1122(d)4(xi), 1122(d)4(xii) and 1122(d)4(xiii) are applicable to the activities performed by them with respect to the Platform covered by this report. The Company has determined that the remaining servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by them with respect to the Platform covered by this report. See Appendix A of management’s assertion for the 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 conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the servicing activities related to the Platform, and determining whether the Company performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the 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 Platform. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 for the ZIPS Platform is fairly stated, in all material respects.

 

/s/ Ernst & Young LLP

 

February 20, 2007

 

 

 

 

EX-33 12 wells_regulus1122.htm WELLS / REGULUS 1122

Exhibit 33.1.5.1

 

[Letterhead of REGULUS]

 

Report on Assessment of Compliance with Regulation AB Servicing Criteria

 

 

1.

Pursuant to Subpart 229.1100 – Assest 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 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.

 

 

4.

KPMG LLP, a registered public accounting firm, has issued an attestation report on Regulus’ assessment of compliance with the Applicable Servicing Criteria as of and for the year ending December 31, 2006. A copy of that attestation report is attached hereto as Exhibit A.

 

/s/ Kimberlee Clark

Kimberlee Clark

Chief Financial Officer

 

February 22, 2007

 

[Letterhead of KPMG LLP]

 

Report of Independent Registered Public Accounting Firm

 

The Board 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 receivable portfolios that include pool assets for asset backed securities transactions (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-33 13 wells_zcsterling1122.htm WELLS FARGO / ZC STERLING INSURANCE 1122

Exhibit 33.1.5.2

[Letterhead of ZC STERLING Corporation]

 

Report on Assessment of Compliance with Securities and Exchange

Commission’s Regulation AB Servicing Criteria

 

For the calendar year ending December 31 2006, or portion thereof (the “Period”), ZC Sterling Insurance Agency, Inc. (“ZCSIA”) has been a subcontractor for Servicers identified in Appendix A.

 

The undersigned are Senior Vice Presidents of ZCSIA, have sufficient authority to make the statements contained in this Assertion and are responsible for assessing compliance with the servicing criteria applicable to ZCSIA. ZCSIA has used the servicing criteria communicated to ZCSIA by the Servicer to assess compliance with the applicable servicing criteria. Accordingly, servicing criteria 1122(d)1(iv), 1122(d)2(vi), 1122(d)4(xi), 1122(d)4(xii), and 1122(d)4(xiii) are applicable to the activities performed by ZCSIA with respect to the Platforms covered by this report. The remaining servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by ZCSIA with respect to the Platform covered by this report. As a subcontractor for Servicer, ZCSIA has determined that it complied in all material respects with the servicing criteria listed below. ZCSIA engaged Ernst & Young, LLP (“E&Y”), a registered public accounting firm, to review ZCSIA’s assessment, and E&Y has issued an attestation report on ZCSIA’s assessment of compliance with the applicable servicing criteria for the Period.

 

1.           ZCSIA maintained a fidelity bond and errors & omissions policy in effect on ZCSIA throughout the reporting period in the amount of coverage required by the transaction agreements between the Servicer and ZCSIA (1122(d)((1)(iv)).

 

2.            To the extent that ZCSIA prints checks for Servicer or otherwise has Servicer’s checks or check stock, unissued checks are safeguarded so as to prevent unauthorized access (1122(d)(2)(vi)). [AS OF DECEMBER 31, 2006 THIS PROVISION WILL APPLY ONLY FOR THE FOLLOWING SERVICERS: ABN Amro Mortgage Group, Inc, Option One Mortgage Corporation, Sun Trust Mortgage, Inc., HomEq Servicing Corporation, Wachovia Insurance Corporation, Wells Fargo Home Mortgage.

 

3.            Payments made on behalf of Servicer’s obligor for insurance premiums 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 thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xi)).

 

4.            Any late payment penalties in connection with any payment for insurance to be made on behalf of Servicer’s obligor are paid from the Servicer’s funds or ZCSIA’s funds and not charged to Servicer’s obligor, unless the late payment was due to the obligor’s error or omission (1122(d)(4)(xii)).

 

5.            File(s) provided to Servicer from which Servicer may make disbursements made on behalf of Servicer’s obligor are provided to Servicer on an accurate and timely basis and the information thereon is subject to such controls as are specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xiii)).

 

Sincerely,

ZC STERLING INSURANCE AGENCY, INC.

 

By: /s/ Arthur J. Castner

 

Arthur J. Castner

 

Title: Senior Vice President-Hazard Operations

 

Date: February 20, 2007

 

By: /s/ James P. Novak

 

James P. Novak

 

Title: Senior Vice President & General Counsel

 

Date: February 20, 2007

Appendix A

 

The following is a list of Clients serviced on the ZC Sterling Integrated Product Solution (ZIPS) Platform:

 

 

1.

ABM Amro Mortgage Group, Inc.

 

2.

Dovenmuehle Mortgage, Inc.

 

3.

HomEq Servicing Corporation

 

4.

Option One Mortgage Corporation

 

5.

People’s Choice Home Loan, Inc.

 

6.

Sun Trust Mortgage, Inc.

 

7.

Wachovia Insurance Agency (and its affiliates, including Wachovia Mortgage Corporation)

 

8.

Wells Fargo Home Mortgage

 

 

EX-33 14 citibankagencytrust1122.htm CITIBANK N.A. 1122

Exhibit 33.1.6

 

[Letterhead of Citibank, N.A.]

 

Management’s Assertion of Compliance

 

Management of the Agency and Trust division of Citibank, N.A. (the “Company”) is responsible for providing 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 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, automobile loan or lease-backed securities and student loan-backed securities issued on or after January 1, 2006, for which the Company provides the following servicing functions (the “Platform”):

 

 

paying agent, securities administration and trustee; or

 

securities administration and paying agent; or

 

paying agent and trustee; or

 

paying agent.

 

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, excluding the following servicing criteria: 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(iv) through 1122(d)(4)(xiv), (the “Applicable Servicing Criteria”).

 

Period: Twelve months ended December 31, 2006 (the “Period”).

 

With respect to the Platform, the Company’s management provides the following assessment of compliance with respect to the Applicable Servicing Criteria:

 

The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria as of and for the Period.

 

The Company’s management has assessed compliance with the Applicable Servicing Criteria as of and for the Period. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

 

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 management’s assertion of compliance with the Applicable Servicing Criteria as of and for the Period.

 

CITIBANK, N.A.

 

By: /s/ Jeffrey Volk

 

Jeffrey Volk

 

Its:

Managing Director

 

Dated:

February 28, 2007

 

 

 

 

EX-34 15 cmi_kpmg1122.htm CMI 1122 KPMG

Exhibit 34.1.1

[Letterhead of KPMG, LLP]

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors

CitiMortgage, Inc.:

 

We have examined management’s assessment, included in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria, that CitiMortgage, Inc. (the Servicer) complied with the servicing criteria set forth in paragraph (d) of Item 1122 of the Securities and Exchange Commission’s Regulation AB in connection with the servicing of 1) first lien residential mortgage loans (other than (a) Freddie Mac, Fannie Mae, Ginnie Mae residential mortgage loan securitizations, (b) special bond programs and (c) loans held for its own portfolio) and 2) student loans issued subsequent to January 1, 2006 (for which the Servicer only performs criteria 1122(d)(3)(i)(A), 1122(d)(3)(i)(B) and 1122(d)(3)(ii)) for which the Servicer performs a particular servicing function pursuant to a servicing agreement with a third party utilizing the Citilink system (the Platform), except for servicing criteria 1122(d)(1)(iii) and 1122(d)(2)(iv), which the Servicer has determined 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 Servicer’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Servicer’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 Servicer’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 Servicer 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 Servicer 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 Servicer 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 Servicer’s compliance with the servicing criteria.

 

As described in the accompanying Management Assessment of Compliance with Applicable Servicing Criteria, for certain servicing criteria outlined in Exhibit A, the Servicer has engaged various vendors to perform the activities required by these servicing criteria. The Servicer has determined that these vendors are not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Servicer 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 Servicer 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 Servicer 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 Servicer’s eligibility to apply Interpretation 17.06.

 

In our opinion, management’s assessment that the Servicer complied with the aforementioned servicing criteria, including certain servicing criteria outlined in Exhibit A in the accompanying Management Assessment of Compliance with Applicable Servicing Criteria, for which compliance is determined based on Interpretation 17.06 as described above, as of and for the year ended December 31, 2006 is fairly stated, in all material respects.

 

____________/s/_____________

KPMG LLP

St. Louis, Missouri

February 27, 2007

 

 

EX-34 16 countrywide_kpmg1122.htm COUNTRYWIDE KPMG 1122

Exhibit 34.1.2

WLA14238

[Letterhead of KPMG]

 

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

Los Angeles, California

February 28, 2007

 

 

2

 

 

EX-34 17 fifththird1122dt.htm FIFTH THIRD DELOITTE & TOUCHE 1122

Exhibit 34.1.3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors of Fifth Third Mortgage Company:

 

We have examined management’s assertion, included in the accompanying Management’s Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that Fifth Third Mortgage Company (the “Company”) compiled with servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the “CFR”) for the Residential Mortgage Loans sold to Non-Government-Sponsored Entities starting January 1, 2006 Platform (the “Platform”) as of and for the year ended December 31, 2006, excluding criteria 229.1122(d)(1)(iii), (d)(2)(iv), (d)(3)(i)(c), (d)(4)(xi), and (d)(4)(xv) of the CFR, which management has determined are not applicable to the activities performed by the Company with respect to the Platform. Exhibit A to management’s assertion identifies the individual asset-backed transaction defined by management as constituting the Platform. Management is responsible for the Company’s compliance 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, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance rising from errors that may have occurred prior to the period specified above 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 Residential Mortgage Loans sold to Non-Government-Sponsored Entities starting January 1, 2006 Platform is fairly stated, in all material respects.

 

/s/ Deloitte & Touche LLP

Cincinnati, Ohio

March 9, 2007

 

 

EX-34 18 fifthtrdfirstame1122pwc.htm FIFTH THIRD / FIRST AMERICAN 1122 PWC

Exhibit 34.1.3.1

[Letterhead of PricewaterhouseCoopers]

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors of the First American Corporation:

 

We have examined First American Real Estate Solutions of Texas L.P.’s (the “Company” and an indirect subsidiary of the First American Corporation), compliance with the servicing criteria set forth in item 1122(d) of the Securities and Exchange Commission’s Regulation AB for all loans for residential mortgage loan outsourcing customers for which the Company serves as the residential tax service provider (the “Platform”) described in the accompanying Report on Assessment of Compliance, as of December 31, 2006 and for the year then ended, excluding criteria 1122(d)(1)(i)-(iii), 122(d)(2)(i)-(iv), 1122(d)(3)(i)-(iv), 1122(d)(4)(i)-(x) and 1122(d)(4)(xvi)-(xv), which the Company has determined are not applicable to the servicing 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 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 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 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 or 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 instance of noncompliance with the servicing criteria set forth in item 1122(d)(2)(vii)(B) of Regulation AB applicable to the Company during year ended December 31, 2006. Account reconciliations for all asset-backed securities related bank accounts were not prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements as required by item 1122(d)(2)(vii)(B) of Regulation AB.

 

In our opinion, except for the material instance of noncompliance described in the preceding paragraph, First American Real Estate Solutions of Texas, L.P. compiled with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2006 for all loans for residential mortgage loan outsourcing customers for which Company served as the residential tax service provider, in all material respects.

 

/s/ PricewaterhouseCoopers LLP

 

February 26, 2007

 

 

EX-34 19 fifthtrd-assurant1122pwc.htm FIFTH THIRD_ASSURANT1122PWC

PRICEWATERHOUSECOOPERS

PriceWaterhouseCoopers LPP

 

10 Tenth Street, Northwest

 

Suite 1400

 

Atlanta, GA 30309-3851

 

Telephone: (678) 419 1000

 

Facsimile: (678) 419 1239

 

www.pwc.com

 

 

 

Exhibit 34.1.3.2

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the

Board of Directors of Assurant, Inc.

 

We have examined American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc. (formerly, “Safeco Financial Institution Solutions, Inc”)’s (affiliates of Assurant Inc., collectively, the “Asserting Party”) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for all the mortgage loan-tracking transactions for such asset-backed securities transactions that were registered after January 1, 2006 with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Platform”) described in the accompanying “Restated Report on Assessment of Compliance with 1122(d)(2)(vi), 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB Servicing Criteria”, as of December 31, 2006 and for the year then ended (the “Reporting Period”), excluding criteria 1122(d)(1)(i)-(iv), 1122(d)(2)(i)-(v), 1122(d)(2)(vii), 1122(d)(3)(i)-(iv), 1122(d)(4)(i)-(x) and 1122(d)(4)(xiii)-(xv), which the Asserting Party has determined are not applicable to the servicing activities performed by it with respect to the Platform. Management is responsible for compliance with the servicing criteria. Our responsibility is to express an opinion on the Management’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 Asserting Party’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 Asserting Party 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 Asserting Party 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 Asserting Party 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 Asserting Party’s compliance with the servicing criteria.

The Asserting Party previously excluded the applicable servicing criterion set forth in 1122(d)(4)(xii) from the scope of its assessment of compliance. The Asserting Party has now assessed its compliance with the servicing criteria 1122(d)(4)(xii) for the Reporting Period and has identified material noncompliance with that servicing criterion. Our examination also disclosed material noncompliance with the servicing criterion. Specifically, the Asserting Party did not have, during the reporting period, sufficient policies and procedures to capture the information with respect to the Platform necessary to determine whether 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 are not charged to the obligor, unless the late payment was due to the obligor’s error or omission. The Asserting Party has restated its previous assessment for the Reporting Period; which excluded evaluation of the criterion, to include the criterion and reflect the material noncompliance as a result of its assessment. Accordingly, our present opinion on the Asserting Party’s compliance with the applicable servicing criteria, as presented herein, is different from that expressed in our previous report.

 

In our opinion, except for the material noncompliance described in the preceding paragraph, the Asserting Party complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2006 for the Platform, in all material respects.

 

/s/ PRICEWATERHOUSECOOPERS LLP

 

February 23, 2007, except for the Asserting Party’s restatement described above regarding the assessment of the servicing criteria set forth in 1122(d)(4)(xii) which was previously excluded from the scope of its assessment of compliance with applicable servicing criteria, as to which the date is January 30, 2008.

 

-2-

 

 

EX-34 20 homebanc1122ey.htm HOMEBANC 1122 ERNST & YOUNG

Exhibit 34.1.4

 

[Letterhead of Ernst and Young LLP]

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

HomeBanc Corp.

 

We have examined management’s assertion (except for Appendix C), included in the accompanying Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that HomeBanc Mortgage Corporation (the Company), a wholly owned subsidiary of HomeBanc Corp., complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for the residential mortgage loans servicing platform as of and for the year ended December 31, 2006, except for 1122 (d)(1)(iii), 1122 (d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) 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 (See Appendix A). See Appendix B of management’s assertion for the asset-backed transaction covered by this platform. 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 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 or 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, for servicing criteria 1122(d)(2)(i), the Company has engaged various vendors to perform the activities required by this 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 the servicing criteria 1122(d)(2)(vii) and 1122(d)(4)(viii), applicable to the Company during the year ended December 31, 2006. Certain reconciliations for asset-backed securities related bank accounts, including custodial accounts were not prepared in a timely manner (i.e., within 30 calendar days after the bank statement cutoff date), and certain delinquent loan follow up activities were not documented.

 

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 as of and for the year ended December 31, 2006

 

/s/ Ernst & Young LLP_

Ernst & Young LLP

February 28, 2007

 

 

[Letterhead of HomeBanc Mortgage Corporation]

 

Assessment of Compliance with the Servicing Criteria

set forth in Item 1122(d) of Regulation AB

 

HomeBanc Mortgage Corporation (“HomeBanc”) 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 Apendix A hereto. The transactions covered by this report include asset-backed securities transaction for which HomeBanc acted as servicer or subservicer involving first lien and second lien residential mortgage loans dated on or after January 1 2006 to and including December 31, 2006, specifically the asset-backed securities transactions set forth in Appendix B hereto (the “Platform”).

 

HomeBanc has engaged certain vendors (the “Vendors”) to perform specific, limited or scripted activities as of and for the period ending December 31, 2006, and HomeBanc 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.

 

HomeBanc has engaged certain other vendors (the “Other Vendors”) to perform specific activities as of and for the period ending December 31, 2006, and HomeBanc elects not to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Other Vendors’ activities as set forth in Exhibit A hereto.

 

Except as otherwise noted in Appendix A hereto, HomeBanc used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria.

 

The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to HomeBanc based on the activities it performs, directly or through its Vendors and Other Vendors, with respect to the Platform.

 

HomeBanc 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 A hereto.

 

HomeBanc has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing as of December 31, 2006, and for the Reporting Period with respect to the Platform taken as a whole, except as described on Appendix A hereto.

 

HomeBanc has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria for the period ending December 31, 2006, and for the Reporting Period with respect to the Platform taken as a whole, except as described on Appendix A hereto.

 

HomeBanc has not identified and is not aware of any material instance of noncompliance by the Other 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, except as described on Appendix A hereto.

 

A registered public accounting firm has issued an attestation report on HomeBanc’s assessment of compliance with applicable servicing criteria for the Reporting Period.

 

Each Other Vendor has issued an assessment of compliance with the applicable servicing criteria for the Reporting Period; and a registered public accounting firm has issued an attestation report on each Other Vendors’ assessment of compliance with the applicable servicing criteria for the Reporting Period.

 

Date: March 1, 2007

By: /s/ Debra F. Watkins_________

Name: Debra F. Watkins

Title: Executive Vice President and

 

Chief Capital Markets Officer

 

 

Appendix A- 1122 Servicing Criteria Table

 

Reg AB Reference

Servicing Criteria

Performed Directly
by
HomeBanc

Performed by Vendors

Performed by Other Vendors

Inapplicable Servicing Criteria

Material Non-Compliance

 

General Servicing Considerations

 

 

 

 

 

1122(d)(1)(i)

Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

X

 

 

 

None

 

1122(d)(1)(ii)

If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.

 

X

 

 

 

None

 

 

1122(d)(1)(iii)

Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.

 

 

 

X

N/A

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.

 

X

 

X

 

X

 

None

 

 

Cash Collection and Administration

 

 

 

 

 

1122(d)(2)(i)

Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.

 

Related to accounts maintained by the Servicer

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

 

None

 

 

 

1122(d)(2)(ii)

Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

 

Related to accounts maintained by the Servicer

 

 

 

Related to accounts maintained by the Servicer

 

None

 

1122(d)(2)(iii)

Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

None

1122(d)(2)(iv)

The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

None

1122(d)(2)(v)

Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

 

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

None

1122(d)(2)(vi)

Unissued checks are safeguarded so as to prevent unauthorized access.

 

 

Related to accounts maintained by the Servicer

 

 

Related to accounts maintained by the Servicer

 

None

1122(d)(2)(vii)

Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone 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.

 

 

 

Related to accounts maintained by the Servicer

 

 

 

Related to accounts maintained by the Servicer

Bank reconciliations were completed within 45 days of the bank statement cutoff date, the Freddie Mac standard. See Appendix C.

 

 

 

Investor Remittances and Reporting

 

 

 

 

 

1122(d)(3)(i)

Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the indenture trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the related Servicer.

 

 

 

Related to reports prepared by the Servicer

 

 

 

Related to reports prepared by the Master Servicer

None

 

1122(d)(3)(ii)

Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

 

Related to remittance to the Master Servicer

 

 

Related to remittance to investors

None

1122(d)(3)(iii)

Disbursements made to an investor are posted within two business days to the related Servicer’s investor records, or such other number of days specified in the transaction agreements.

 

Related to remittance to the Master Servicer

 

 

Related to remittance to investors

None

1122(d)(3)(iv)

Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

 

Related to remittance to the Master Servicer

 

 

Related to remittance to investors

None

 

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.

Related to collateral held by the Servicer

 

 

 

 

 

Related to collaterall not held by the Servicer

 

None

 

1122(d)(4)(ii)

Pool assets and related documents are safeguarded as required by the transaction agreements

Related to documents held by the Servicer

 

 

 

 

Related to documents held by the Custodian

 

None

 

 

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.

 

Related to the activities of the Servicer

 

 

Related to the activities of the Master Servicer and/or Custodian

None

1122(d)(4)(iv)

Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the related Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

 

 

X

 

 

 

None

1122(d)(4)(v)

The related Servicer’s records regarding the pool assets agree with the related Servicer’s records with respect to an obligor’s unpaid principal balance.

 

X

 

 

 

None

1122(d)(4)(vi)

Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

 

Related to the activities of the Servicer

 

 

Related to the activities of the Master Servicer

None

1122(d)(4)(vii)

Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

 

Related to the activities of the Servicer

 

 

Related to the activities of the Master Servicer

None

1122(d)(4)(viii)

Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

 

 

X

 

 

 

Collection activities related to delinquent mortgage loans were not fully documented in the servicing system of record. See Appendiz C.

1122(d)(4)(ix)

Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.

 

X

 

 

 

None

 

 

 

1122(d)(4)(x)

Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.

 

 

 

X

 

 

 

None

1122(d)(4)(xi)

Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

 

 

 

 

X

 

None

1122(d)(4)(xii)

Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the related Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

 

 

 

X

 

None

1122(d)(4)(xiii)

Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

 

 

 

X

 

None

1122(d)(4)(xiv)

Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

 

X

 

 

 

None

1122(d)(4)(xv)

Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

 

 

 

 

X

N/A

 

Appendix B

 

Mortgage loans that are the subject of the following asset-backed securities transactions that occurred on or after January 1, 2006 to and including December 31, 2006

 

HomeBanc Mortgage Trust 2006-1

HomeBanc Mortgage Trust 2006-2

Bear Stearns ALT-A Trust 2006-1

Bear Stearns ALT-A Trust 2006-2

Bear Stearns ALT-A Trust 2006-3

Bear Stearns ALT-A Trust 2006-5

Bear Stearns ALT-A Trust 2006-7

Bear Stearns ARM Trust 2006-4

Bear Stearns Asset Backed Securities Trust 2006-SD4

Citigroup Mortgage Loan Trust 2006-AR6

Citigroup Mortgage Loan Trust 2006-AR7

SACO I Trust 2006-9

Appendix C

 

Bank Reconciliations:

 

Bank reconciliations were completed with in 45 days of bank statement cutoff date, consistent with Freddie Mac servicing standards. Bank reconciliation procedures have been modified; and reconciliations related to the Platform are now completed within 30 days of the bank statement cutoff date.

 

Collection Activities:

 

Collection activities related to delinquent mortgage loan were consistent with industry standards; however, such activities were not fully documented in the servicing system of record. These issues are primarily related to lack of notations to the servicing system of record for certain collection activities such as late payment notices and collection calls. Technology and process enhancements are expected to be implemented in the second quarter of 2007 that will correct these documentation deficiencies.

 

 

 

EX-34 21 homebanc_zcsterins1122ey.htm HOMEBANC ZC STERLING INS. 1122 ERNST & YOUNG

Exhibit 34.1.4.1

 

[Letterhead of ERNST and YOUNG LLP]

 

Report of Independent Registered Public Accounting Firm

 

We have examined managements assertion, included in the accompanying Report on Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, that ZC Sterling Insurance Agency, Inc. (the Company) complied with certain servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for the ZC Sterling Automated Tracking Solution (Tracking System) hazard insurance outsourcing Platform (Platform) as of and for the year ended December 31, 2006. The Company has determined that only certain servicing criteria 1122(d)1(iv), 1122(d)4(xi), 1122(d)4(xii) and 1122(d)4(xiii) are applicable to the activities performed by them with respect to the Platform covered by this report. The Company has determined that the remaining servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by them with respect to the Platform covered by this report. See Appendix A of management’s assertion for the 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 conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the servicing activities related to the Platform, and determining whether the Company performed those selected the activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the 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 Platform. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 for the Tracking System Platform is fairly stated, in all material respects.

 

/s/ Ernst & Young LLP

 

February 20, 2007

[Letterhead of ZC STERLING Corporation]

 

Report on Assessment of Compliance with Securities and Exchange

Commission’s Regulation AB Servicing Criteria

 

For the calendar year ending December 31 2006, or portion thereof (the “Period”), ZC Sterling Insurance Agency, Inc. (“ZCSIA”) has been a subcontractor for Servicers identified in Appendix A.

 

The undersigned are Senior Vice President of ZCSIA, have sufficient authority to make the statements contained in this Assertion and are responsible for assessing compliance with the servicing criteria applicable to ZCSIA. ZCSIA has used the servicing criteria communicated to ZCSIA by the Servicer to assess compliance with the applicable servicing criteria. Accordingly, servicing criteria 1122(d)1(iv), 1122(d)4(xi), 1122(d)4(xii), and 1122(d)4(xiii) are applicable to the activities performed by ZCSIA with respect to the Platforms covered by this report. The remaining criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by ZCSIA with respect to the Platform covered by this report. As a subcontractor for Servicer, ZCSIA has determined that it complied in all material respects with the servicing criteria listed below. ZCSIA engaged Ernst & Young, LLP (“E&Y”), a registered public accounting firm, to review ZCSIA’s assessment, and E&Y has issued an attestation report on ZCSIA’s assessment of compliance with the applicable servicing criteria for the Period.

 

1.            ZCSIA maintained a fidelity bond and errors & omissions policy in effect on ZCSIA throughout the reporting period in the amount of coverage required by the transaction agreements between the Servicer and ZCSIA (1122(d)(1)(iv)).

 

2.            Payments made on behalf of Servicer’s obligor for insurance premiums 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 thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xi)).

 

3.            Any late payment penalties in connection with any payment for insurance to be made on behalf of Servicer’s obligor are paid from the Servicer’s funds or ZCSIA’s funds and not charged to Servicer’s obligor, unless the late payment was due to the obligor’s error or omission (1122(d)(4)(xii)).

 

4.            File(s) provided to Servicer from which Servicer may make disbursements made on behalf of Servicer’s obligor are provided to Servicer on an accurate and timely basis and the information theron is subject to such controls as are specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xiii)).

 

Sincerely,

ZC STERLING INSURANCE AGENCY, INC.

 

By: _/s/_Arthur J. Castner_______________

 

Arthur J. Castner

Title: Senior Vice President-Hazard Operations

Date: February 20, 2007

 

By: _/s/_James P. Novak_________________

 

James P. Novak

Title: Senior Vice President & General Counsel

Date: February 20, 2007

Appendix A

 

The following is a list of Clients serviced on the ZC Sterling Automated Tracking Solution (Tracking System) Platform:

 

 

1.

Eastern Savings Bank, fsb

 

2.

Homebanc Mortgage Corporation

 

3.

Irwin Mortgage Corporation

 

4.

Champion Mortgage and Key Bank USA National Association

 

5.

Midland Mortgage Co.

 

6.

Popular Mortgage Servicing, Inc. (f/k/a Equity One Inc.)

 

7.

ResMAE Mortgage Corporation and Residential Mortgage Assistance Enterprise, LLC

 

 

 

EX-34 22 homeb_czcsterlrea1122ey.htm HOMEBANC/ZCS REAL EST 1122 E&Y

Exhibit 34.1.4.2

 

[Letterhead of ERNST and YOUNG LLP]

 

Report of Independent Registered Public Accounting Firm

 

We have examined managements’ assertion, included in the accompanying Report on Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, that ZC Real Estate Tax Solutions Limited. (the Company) complied with certain servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for the ZC Tax Source (ZCTS) Real Estate Outsourcing Platform (Platform) as of and for the year ended December 31, 2006. The Company has determined that only certain servicing criteria 1122(d)1(iv), 1122 (d) 2(vi), 1122(d)4(xi), 1122(d)4(xii) and 1122(d)4(xiii) are applicable to the activities performed by them with respect to the Platform covered by this report. The Company has determined that the remaining servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by them with respect to the Platform covered by this report. See Appendix A of management’s assertion for the 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 conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the servicing activities related to the Platform, and determining whether the Company performed those selected the activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the 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 Platform. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 for the ZCTS Platform is fairly stated, in all material respects.

 

/s/ Ernst & Young LLP  

March 1, 2007

 

 

[Letterhead of ZC STERLING ZC Real Estate Tax Solutions Limited]

 

Report on Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria

 

For the calendar year ending December 31, 2006, or portion thereof (the “Period”), ZC Real Estate Tax Solutions Limited (“ZCRETS”) has been a subcontractor for Servicers identified in Appendix A.

 

The undersigned are Senior Vice Presidents of ZCRETS, have sufficient authority to make the statements contained in this Assertion and are responsible for assessing compliance with the servicing criteria applicable to ZCRETS. ZCRETS has used the servicing criteria communicated to ZCRETS by the Servicer to assess compliance with the applicable servicing criteria. Accordingly, servicing criteria 1122(d)1(iv), 1122(d)2(vi), 1122(d)4(xi), 1122(d)4(xii) and 1122(d)4(xiii) are applicable to the activities performed by ZCRETS with respect to the Platform covered by this report. The remaining servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by ZCRETS with respect to the Platform covered by this report. As a subcontractor for Servicers, ZCRETS has determined that it complied in all material respects with the servicing criteria listed below. ZCRETS engaged Ernst & Young, LLP (“E&Y”), a registered public accounting firm, to review ZCRETS’ assessment, and E&Y has issued an attestation report on ZCRETS’ assessment of compliance with the applicable servicing criteria for the Period.

 

1.            ZCRETS maintained a fidelity bond and errors omissions policy in effect on ZCRETS throughout the reporting period in the amount of coverage required by the transaction agreements between the Servicer and ZCRETS (1122(d)(1)(iv)).

 

2.            To the extent ZCRETS prints checks for Servicer or otherwise has Servicer’s checks or check stock, unissued checks are safeguarded so as to prevent unauthorized access (1122(d)(2)(vi)).

 

3.            Payments made on behalf of Servicer’s obligor for real estate taxes 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 thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements between Servicer and ZCRETS (1122(d)(4)(xi)).

 

4.            Any late payment penalties in connection with any payment for real estate taxes made on behalf of Servicers obligor are paid from the Servicer’s funds or ZCRETS’ funds and not charged to Servicer’s obligor, unless the late payment was due to the obligor’s error or omission (1122(d)(4)(xii)).

 

5.            File(s) provided to Servicer from which Servicer may make disbursements made on behalf of Servicer’s obligor are provided to Servicer on an accurate and timely basis and the information thereon is subject to such controls as are specified in the transaction agreements between Servicer and ZCRETS (1122(d)(4)(xiii)),

 

Sincerely,

ZC Real Estate Tax Solutions Limited

 

By: _/s/ Mike Koepke_________________

 

Mike Koepke

Title: Senior Vice President and Tax Product Line Executive

Date: March 1, 2007

 

By: _/s/ James P. Novak___________________

 

James P. Novak

Title: Senior Vice President & General Counsel

Date: March 1, 2007

Appendix A

The following is a list of Clients serviced on ZC Tax Source (ZCTS) Real Estate Tax Outsourcing Platform (Platform) to which the criteria mentioned within the Assertion applies:

 

 

1.

HomeEq Servicing Corporation

 

2.

HomeBanc Mortgage Corporation

 

3.

Wendover Financial Services Corporation a subsidiary of Electronic Data Services Corporation

 

 

 

EX-34 23 wells_1122kpmg.htm WELLS FARGO 1122 KPMG

Exhibit 34.1.5

 

[Letterhead of KPMG LLP]

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors

Wells Fargo Bank N.A.

 

We have examined Wells Fargo Bank, N.A.”s (the “Company”) compliance with the servicing criteria set forth Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for its primary servicing of residential mortgage loans by its Wells Fargo Home Mortgage division, other than the servicing of such loans for Freddie Mac, Fannie Mae, Ginnie Mae, state and local government bond programs, or a Federal Home Loan Bank (the Platform), except for servicing criteria 1122(d)(1)(iii) and 1122(d)(4)(xv), which the Company has determined 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 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.

 

Our examination disclosed the following instances of material noncompliance with certain servicing criteria applicable to the Company during the year ended December 31, 2006:

 

 

1.

1122(d)(3)(i)-Delinquency Reporting – The Company provided incomplete data to some third parties who use such data to calculate delinquency ratios and determine the status of loans with respect to bankruptcy, foreclosure or real estate owned. Instead of the actual due date being provided for use in calculating delinquencies, the date of the first payment due to the security was provided.

 

 

2.

1122(d)(4)(vii) – Notification of Intent to Foreclose – The Company, as required by certain servicing agreements, did not provide investors with prior notification of intent to foreclose.

 

As described in the accompanying 2006 Certification Regarding Compliance with Applicable Servicing Criteria, for servicing criteria 1122(d)(2)(i), 1122(d)(2)(vi), 1122(d)(4)(iv),

1122(d)(4)(xi), and 1122(d)(4)(xiii), 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 “servicers” as defined in Item 1101(i) 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”), with exception of those vendors who have provided their own reports on assessments of compliance with servicing criteria to the Company, for which the Company does not take such responsibility. 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, except for the instances of material noncompliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria as of and for the year ended December 31, 2006

 

/s/ KPMG LLP

 

Des Moines, Iowa

March 1, 2007

 

 

EX-34 24 wells_regulus1122kpmg.htm WELLS / REGULUS 1122 KPMG

Exhibit 34.1.5.1

 

[Letterhead of KPMG LLP]

 

Report of Independent Registered Public Accounting Firm

 

The Board 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 receivable portfolios that include pool assets for asset backed securities transactions (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 25 wells_zcsterling1122ey.htm WELLS/ZC STERLING 1122 E&Y

Exhibit 34.1.5.2

 

[Letterhead of ERNST and YOUNG LLP]

 

Report of Independent Registered Public Accounting Firm

 

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Securities and Exchange Commission’s Regulation AB Servicing Criteria, that ZC Sterling Insurance Agency, Inc. (the Company) complied with certain servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for the ZC Sterling Integrated Product Solution (ZIPS) hazard insurance outsourcing Platform (Platform) as of and for the year ended December 31, 2006. The Company has determined that only certain servicing criteria 1122(d)1(iv), 1122(d)2(vi), 1122(d)4(xi), 1122(d)4(xii) and 1122(d)4(xiii) are applicable to the activities performed by them with respect to the Platform covered by this report. The Company has determined that the remaining servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by them with respect to the Platform covered by this report. See Appendix A of management’s assertion for the 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 conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the servicing activities related to the Platform, and determining whether the Company performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the 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 Platform. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 for the ZIPS Platform is fairly stated, in all material respects.

 

/s/ Ernst & Young LLP

 

February 20, 2007

[Letterhead of ZC STERLING Corporation]

 

Report on Assessment of Compliance with Securities and Exchange

Commission’s Regulation AB Servicing Criteria

 

For the calendar year ending December 31 2006, or portion thereof (the “Period”), ZC Sterling Insurance Agency, Inc. (“ZCSIA”) has been a subcontractor for Servicers identified in Appendix A.

 

The undersigned are Senior Vice Presidents of ZCSIA, have sufficient authority to make the statements contained in this Assertion and are responsible for assessing compliance with the servicing criteria applicable to ZCSIA. ZCSIA has used the servicing criteria communicated to ZCSIA by the Servicer to assess compliance with the applicable servicing criteria. Accordingly, servicing criteria 1122(d)1(iv), 1122(d)2(vi), 1122(d)4(xi), 1122(d)4(xii), and 1122(d)4(xiii) are applicable to the activities performed by ZCSIA with respect to the Platforms covered by this report. The remaining servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB are not applicable to the activities performed by ZCSIA with respect to the Platform covered by this report. As a subcontractor for Servicer, ZCSIA has determined that it complied in all material respects with the servicing criteria listed below. ZCSIA engaged Ernst & Young, LLP (“E&Y”), a registered public accounting firm, to review ZCSIA’s assessment, and E&Y has issued an attestation report on ZCSIA’s assessment of compliance with the applicable servicing criteria for the Period.

 

1.            ZCSIA maintained a fidelity bond and errors & omissions policy in effect on ZCSIA throughout the reporting period in the amount of coverage required by the transaction agreements between the Servicer and ZCSIA (1122(d)((1)(iv)).

 

2.            To the extent that ZCSIA prints checks for Servicer or otherwise has Servicer’s checks or check stock, unissued checks are safeguarded so as to prevent unauthorized access (1122(d)(2)(vi)). [AS OF DECEMBER 31, 2006 THIS PROVISION WILL APPLY ONLY FOR THE FOLLOWING SERVICERS: ABN Amro Mortgage Group, Inc, Option One Mortgage Corporation, Sun Trust Mortgage, Inc., HomEq Servicing Corporation, Wachovia Insurance Corporation, Wells Fargo Home Mortgage.

 

3.            Payments made on behalf of Servicer’s obligor for insurance premiums 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 thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xi)).

 

4.            Any late payment penalties in connection with any payment for insurance to be made on behalf of Servicer’s obligor are paid from the Servicer’s funds or ZCSIA’s funds and not charged to Servicer’s obligor, unless the late payment was due to the obligor’s error or omission (1122(d)(4)(xii)).

 

5.            File(s) provided to Servicer from which Servicer may make disbursements made on behalf of Servicer’s obligor are provided to Servicer on an accurate and timely basis and the information thereon is subject to such controls as are specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xiii)).

 

Sincerely,

ZC STERLING INSURANCE AGENCY, INC.

 

By: /s/ Arthur J. Castner

 

Arthur J. Castner

 

Title: Senior Vice President-Hazard Operations

 

Date: February 20, 2007

 

By: /s/ James P. Novak

 

James P. Novak

 

Title: Senior Vice President & General Counsel

 

Date: February 20, 2007

Appendix A

 

The following is a list of Clients serviced on the ZC Sterling Integrated Product Solution (ZIPS) Platform:

 

 

1.

ABM Amro Mortgage Group, Inc.

 

2.

Dovenmuehle Mortgage, Inc.

 

3.

HomEq Servicing Corporation

 

4.

Option One Mortgage Corporation

 

5.

People’s Choice Home Loan, Inc.

 

6.

Sun Trust Mortgage, Inc.

 

7.

Wachovia Insurance Agency (and its affiliates, including Wachovia Mortgage Corporation)

 

8.

Wells Fargo Home Mortgage

 

 

 

EX-34 26 citibankagencytrust1122kpmg.htm CITIBANK N.A. 1122 KPMG

Exhibit 34.1.6

[Letterhead of KPMG LLP]

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors

Citibank, N.A.:

 

We have examined management’s assertion, included in the accompanying Appendix I, that Citibank, N.A. (or “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 initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, automobile loan or lease-backed securities and student loan-backed securities issued on or after January 1, 2006 for which the Company provides the following servicing functions: paying agent, securities administration and trustee; or securities administration and paying agent; or paying agent and trustee; or paying agent, collectively “Servicing Functions.” (the “Platform”), excluding servicing criteria 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(iv) through 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities the Company 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.

 

In our opinion, management’s assessment that the Company complied with the aforementioned servicing criteria as of and for the twelve month ended December 31, 2006 is fairly stated, in all material respects.

 

/s/ KPMG LLP

 

Chicago, Illinois

February 28, 2007

 

[Letterhead of Citibank, N.A.]

 

Management’s Assertion of Compliance

 

Management of the Agency and Trust division of Citibank, N.A. (the “Company”) is responsible for providing 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 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, automobile loan or lease-backed securities and student loan-backed securities issued on or after January 1, 2006, for which the Company provides the following servicing functions (the “Platform”):

 

paying agent, securities administration and trustee; or

securities administration and paying agent; or

paying agent and trustee; or

paying agent.

 

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, excluding the following servicing criteria: 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(iv) through 1122(d)(4)(xiv), (the “Applicable Servicing Criteria”).

 

Period: Twelve months ended December 31, 2006 (the “Period”).

 

With respect to the Platform, the Company’s management provides the following assessment of compliance with respect to the Applicable Servicing Criteria:

 

The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria as of and for the Period.

 

The Company’s management has assessed compliance with the Applicable Servicing Criteria as of and for the Period. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

 

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 management’s assertion of compliance with the Applicable Servicing Criteria as of and for the Period.

 

CITIBANK, N.A.

 

By: /s/ Jeffrey Volk

 

Jeffrey Volk

 

Its:

Managing Director

 

Dated:

February 28, 2007

 

 

EX-35 27 cmi_1123.htm CMI 1123

Exhibit 35.1.1

 

[Letterhead of CitiMortgage, Inc.]

 

 

1123 – Servicer Compliance Statement

2006 Transactions

 

 

I, Herb Gover, Executive Vice President North American Consumer Asset Operations, certify that:

 

(a) A review of CitiMortgage, Inc. (the “Servicer”) activities during the 12 month period ending December 31, 2006 (“Reporting Period”) and of its performance under the applicable servicing agreement as identified on Schedule A has been made under my supervision.

 

(b) 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 the Reporting Period.

 

 

February 27, 2007

 

By: /s/ Herb Gover

Name: Herb Gover

Title: Executive Vice President, North American Consumer Asset Operations

Schedule A

 

 

 

 

1123 - 2006 SEC Listed transactions

 

 

 

 

 

 

Primary Servicer

Master Servicer

Trust Administrator

Security

Investor Code

Bayview 2006-A

9059

X

 

 

Bayview 2006-B

9075

X

 

 

BSABS 2006-AC3

7904

X

 

 

CMALT 2006-A1

9137-9142

X

 

X

CMALT 2006-A2

9151-9154

X

 

X

CMALT 2006-A3

9171-9176

X

 

X

CMALT 2006-A4

9177-9182

X

 

X

CMALT 2006-A5

9183-9190

X

 

X

CMALT 2006-A6

9202-9206

X

 

X

CMALT 2006-A7

9215-9220

X

 

X

CMLTI 2006-4

-

 

X

X

CMLTI 2006-AR1

-

 

X

X

CMLTI 2006-AR2

-

 

X

X

CMLTI 2006-AR3

9063-1

X

X

X

CMLTI 2006-AR5

9063

X

X

X

CMLTI 2006-AR6

9063

X

X

X

CMLTI 2006-AR7

9063

X

X

X

CMLTI 2006-AR8

9063

X

X

X

CMLTI 2006-AR9

-

 

X

X

CMSI 2006-01

9127-9136

X

 

X

CMSI 2006-02

9143-9150

X

 

X

CMSI 2006-03

9155-9162

X

 

X

CMSI 2006-04

9163-9170

X

 

X

CMSI 2006-05

9191-9197

X

 

X

CMSI 2006-06

9198-9201

X

 

X

CMSI 2006-07

9207-9214

X

 

X

CRMSI 2006-1

60010

X

 

X

CRMSI 2006-2

60020

X

 

X

CRMSI 2006-3

60030

X

 

X

CS ARMT 2006-3

9067-1

X

 

 

LMT 2006-2

9060-1

X

 

 

MLMI 2006-A2

9065

X

 

 

MLMI 2006-A4

9066-1

X

 

 

MLMI 2006-AF1

9071

X

 

 

MLMI 2006-AF2

9072

X

 

 

PRIME 2006-CL1

7903

X

 

 

SLC Student Loan Trust 2006-1

-

 

 

X

SLC Student Loan Trust 2006-2

-

 

 

X

SLC Student Loan Trust 2006-A

-

 

 

X

WMALT 2006-06

7589-1

X

 

 

 

 

BANC OF AMERICA FUNDING 2006-6 TRUST

-

 

X

 

BANC OF AMERICA FUNDING 2006-5 TRUST

-

 

X

 

HSI ASSET CORPORATION TRUST 2006-HE2

-

 

X

 

HSI ASSET LOAN OBLIGATION TRUST 2006-2

-

 

X

 

 

 

 

 

 

 

 

 

 

EX-35 28 countrywide1123_ar6.txt COUNTRYWIDE ANNUAL STMT OF COMPLIANCE Exhibit 35.1.2 ANNUAL CERTIFICATION FOR HOME MORTGAGE PURCHASE PROGRAM PURSUANT TO THE SALE, SERVICING AND ADMINISTRATION AGREEMENT PROGRAM NAME: CITIGROUP MORTGAGE LOAN TRUST INC. - SERIES 2006-AR6 In accordance with the above referenced Agreement, I, the undersigned, hereby certify as to each Mortgage Loan being serviced by the below named institution that as of the preceding Anniversary Date of the Agreement: 1. I am an "Officer" as defined in the above referenced Agreement, and am empowered and authorized to issue this Annual Certification. 2. All taxes, ground rents and assessments for the Mortgages covered herein have been paid. 3. All insurance premiums for flood or other casualty insurance; and FHA premiums or Private Mortgage Insurance premiums on conventional loans have been paid, and all policies as required by the Agreement are in full force. Servicer is in full compliance with the Private Mortgage Insurance automatic termination provisions of the Homeowners Protection Act of 1998, the American Homeownership and Economic Opportunity Act of 2000, and Fannie Mae servicing guidelines where applicable. 4. Inspections have been made monthly on all delinquent, foreclosed or otherwise vacant properties, and any other property the Servicer has reason to believe requires an inspection. 5. Analysis has been made to ensure sufficient moneys are being collected in escrow for the current year. 6. All information returns have been provided to the Internal Revenue Service as required on activity relating to the relevant Mortgage Loans. 7. If Servicer originates mortgage loans for delivery to investor under the referenced Agreement or services mortgage loans under the referenced Agreement that are registered with MERS, the Servicer has remained a member of MERS in good standing during this Annual Certification period. 8. There is no outstanding or threatened litigation regarding predatory lending practices pertaining to any loans serviced under this Program. I further certify: A. To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the year preceding the last Anniversary Date of the Agreement has been conducted in compliance with the Agreement except for such exceptions as I am setting forth below. EXCEPTIONS (if any): N/A B. A review of activities with respect to performances under the Agreement during the year preceding the last Anniversary Date of the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of the above date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof. EVENTS OF DEFAULT (if any): N/A NAME OF SERVICING INSTITUTION: COUNTRYWIDE HOME LOANS, INC. NAME OF AUTHORIZED OFFICER: _JOSEPH CANDELARIO___________ SIGNATURE OF SAME OFFICER: /s/______________________ TITLE OF SAME OFFICER: __FIRST VICE PRESIDENT_________ DATE OF SIGNATURE: __1-25-07________________ CERTIFICATION COVERS PERIOD FROM: January 01, 2006 TO: January 01, 2007 Serv #: 529 EX-35 29 fifththird1123_ar6.txt FIFTH THIRD ANNUAL STMT OF COMPLIANCE Exhibit 35.1.3 ANNUAL CERTIFICATION FOR HOME MORTGAGE PURCHASE PROGRAM PURSUANT TO THE SALE, SERVICING AND ADMINISTRATION AGREEMENT PROGRAM NAME: CITIGROUP MORTGAGE LOAN TRUST INC. - SERIES 2006-AR6 In accordance with the above referenced Agreement, I, the undersigned, hereby certify as to each Mortgage Loan being serviced by the below named institution that as of the preceding Anniversary Date of the Agreement: 1. I am an "Officer" as defined in the above referenced Agreement, and am empowered and authorized to issue this Annual Certification. 2. All taxes, ground rents and assessments for the Mortgages covered herein have been paid. 3. All insurance premiums for flood or other casualty insurance; and FHA premiums or Private Mortgage Insurance premiums on conventional loans have been paid, and all policies as required by the Agreement are in full force. Servicer is in full compliance with the Private Mortgage Insurance automatic termination provisions of the Homeowners Protection Act of 1998, the American Homeownership and Economic Opportunity Act of 2000, and Fannie Mae servicing guidelines where applicable. 4. Inspections have been made monthly on all delinquent, foreclosed or otherwise vacant properties, and any other property the Servicer has reason to believe requires an inspection. 5. Analysis has been made to ensure sufficient moneys are being collected in escrow for the current year. 6. All information returns have been provided to the Internal Revenue Service as required on activity relating to the relevant Mortgage Loans. 7. If Servicer originates mortgage loans for delivery to investor under the referenced Agreement or services mortgage loans under the referenced Agreement that are registered with MERS, the Servicer has remained a member of MERS in good standing during this Annual Certification period. 8. There is no outstanding or threatened litigation regarding predatory lending practices pertaining to any loans serviced under this Program. I further certify: A. To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the year preceding the last Anniversary Date of the Agreement has been conducted in compliance with the Agreement except for such exceptions as I am setting forth below. EXCEPTIONS (if any): B. A review of activities with respect to performances under the Agreement during the year preceding the last Anniversary Date of the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of the above date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof. EVENTS OF DEFAULT (if any): NAME OF SERVICING INSTITUTION: FIFTH THIRD BANK NAME OF AUTHORIZED OFFICER: _NORMAN HOLMES_________ SIGNATURE OF SAME OFFICER: /s/______________________ TITLE OF SAME OFFICER: __AVP_ DATE OF SIGNATURE: __1-11-07________________ CERTIFICATION COVERS PERIOD FROM: January 01, 2006 TO: January 01, 2007 Serv #: 1486 EX-35 30 homebanc1123_ar6.txt HOMEBANC ANNUAL STMT OF COMPLIANCE Exhibit 35.1.4 ANNUAL CERTIFICATION FOR HOME MORTGAGE PURCHASE PROGRAM PURSUANT TO THE SALE, SERVICING AND ADMINISTRATION AGREEMENT PROGRAM NAME: CITIGROUP MORTGAGE LOAN TRUST INC. - SERIES 2006-AR6 In accordance with the above referenced Agreement, I, the undersigned, hereby certify as to each Mortgage Loan being serviced by the below named institution that as of the preceding Anniversary Date of the Agreement: 1. I am an "Officer" as defined in the above referenced Agreement, and am empowered and authorized to issue this Annual Certification. 2. All taxes, ground rents and assessments for the Mortgages covered herein have been paid. 3. All insurance premiums for flood or other casualty insurance; and FHA premiums or Private Mortgage Insurance premiums on conventional loans have been paid, and all policies as required by the Agreement are in full force. Servicer is in full compliance with the Private Mortgage Insurance automatic termination provisions of the Homeowners Protection Act of 1998, the American Homeownership and Economic Opportunity Act of 2000, and Fannie Mae servicing guidelines where applicable. 4. Inspections have been made monthly on all delinquent, foreclosed or otherwise vacant properties, and any other property the Servicer has reason to believe requires an inspection. 5. Analysis has been made to ensure sufficient moneys are being collected in escrow for the current year. 6. All information returns have been provided to the Internal Revenue Service as required on activity relating to the relevant Mortgage Loans. 7. If Servicer originates mortgage loans for delivery to investor under the referenced Agreement or services mortgage loans under the referenced Agreement that are registered with MERS, the Servicer has remained a member of MERS in good standing during this Annual Certification period. 8. There is no outstanding or threatened litigation regarding predatory lending practices pertaining to any loans serviced under this Program. I further certify: A. To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the year preceding the last Anniversary Date of the Agreement has been conducted in compliance with the Agreement except for such exceptions as I am setting forth below. EXCEPTIONS (if any): B. A review of activities with respect to performances under the Agreement during the year preceding the last Anniversary Date of the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of the above date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof. EVENTS OF DEFAULT (if any): NAME OF SERVICING INSTITUTION: HOMEBANC MORTGAGE CORPORATION NAME OF AUTHORIZED OFFICER: _ROY BRIGGS III_________ SIGNATURE OF SAME OFFICER: /s/______________________ TITLE OF SAME OFFICER: __VICE PRESIDENT_ DATE OF SIGNATURE: __1-15-07________________ CERTIFICATION COVERS PERIOD FROM: January 01, 2006 TO: January 01, 2007 Serv #: 2315 EX-35 31 wells1123_ar6.txt WELLS ANNUAL STMT OF COMPLIANCE Exhibit 35.1.5 ANNUAL CERTIFICATION FOR HOME MORTGAGE PURCHASE PROGRAM PURSUANT TO THE SALE, SERVICING AND ADMINISTRATION AGREEMENT PROGRAM NAME: CITIGROUP MORTGAGE LOAN TRUST INC. - SERIES 2006-AR6 In accordance with the above referenced Agreement, I, the undersigned, hereby certify as to each Mortgage Loan being serviced by the below named institution that as of the preceding Anniversary Date of the Agreement: 1. I am an "Officer" as defined in the above referenced Agreement, and am empowered and authorized to issue this Annual Certification. 2. All taxes, ground rents and assessments for the Mortgages covered herein have been paid. 3. All insurance premiums for flood or other casualty insurance; and FHA premiums or Private Mortgage Insurance premiums on conventional loans have been paid, and all policies as required by the Agreement are in full force. Servicer is in full compliance with the Private Mortgage Insurance automatic termination provisions of the Homeowners Protection Act of 1998, the American Homeownership and Economic Opportunity Act of 2000, and Fannie Mae servicing guidelines where applicable. 4. Inspections have been made monthly on all delinquent, foreclosed or otherwise vacant properties, and any other property the Servicer has reason to believe requires an inspection. 5. Analysis has been made to ensure sufficient moneys are being collected in escrow for the current year. 6. All information returns have been provided to the Internal Revenue Service as required on activity relating to the relevant Mortgage Loans. 7. If Servicer originates mortgage loans for delivery to investor under the referenced Agreement or services mortgage loans under the referenced Agreement that are registered with MERS, the Servicer has remained a member of MERS in good standing during this Annual Certification period. 8. There is no outstanding or threatened litigation regarding predatory lending practices pertaining to any loans serviced under this Program. I further certify: A. To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the year preceding the last Anniversary Date of the Agreement has been conducted in compliance with the Agreement except for such exceptions as I am setting forth below. EXCEPTIONS (if any): B. A review of activities with respect to performances under the Agreement during the year preceding the last Anniversary Date of the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of the above date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof. EVENTS OF DEFAULT (if any): NAME OF SERVICING INSTITUTION: WELLS FARGO BANK, NA I NAME OF AUTHORIZED OFFICER: _CONNIE L DUNN___________ SIGNATURE OF SAME OFFICER: /s/______________________ TITLE OF SAME OFFICER: __VICE PRESIDENT_________ DATE OF SIGNATURE: __1-22-07________________ CERTIFICATION COVERS PERIOD FROM: January 01, 2006 TO: January 01, 2007 Serv #: 337
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