-----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, VW+a9QvR+W4I558GlImLBLsGtvSSs3Z4qPSOs3pRa8Tsk3GBIZiKJURwDCGD7Yzu TgRwnnxMuiOeK0CGXNOptg== 0001277277-08-000279.txt : 20080516 0001277277-08-000279.hdr.sgml : 20080516 20080516123116 ACCESSION NUMBER: 0001277277-08-000279 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WaMu Mortgage Pass-Through Certificates, Series 2006-AR14 CENTRAL INDEX KEY: 0001374626 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-130795-33 FILM NUMBER: 08841166 BUSINESS ADDRESS: STREET 1: 1201 THIRD AVENUE, 17TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-461-2000 MAIL ADDRESS: STREET 1: 1201 THIRD AVENUE, 17TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 10-K/A 1 wamu14_form10k.htm
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-K/
(AMENDMENT NO. 1)
 

 


(Mark One)

x

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

For the fiscal year ended: December 31, 2006

or

 

¨

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

For Transition period                     

 

Commission File Number of issuing entity:  333-130795-33

WaMu Mortgage Pass-Through Certificates, Series 2006-AR14

Commission File Number of depositor: 333-130975

 


WAMU ASSET ACCEPTANCE CORP.

(Exact name of depositor as specified in its charter)

  


WASHINGTON MUTUAL BANK

(Exact name of sponsor as specified in its charter)  


 

 

 

 

Delaware

 

(State or other jurisdiction of Incorporation

or organization of the issuing entity)

 

 

1301 Second Avenue, WMC 3501A
Seattle, Washington  98101

 

(Address of principal executive offices

of issuing entity)

 

 

(206) 500-4418

 

(Telephone number, including area code)

 

 

51-0606413

 

(I.R.S. Employer Identification No.)

 

 

N/A

 

(Former name, former address, if changed since last report)

 


Securities registered pursuant to Section 12(b) of the Act: None

Securities Registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨    No   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ¨    No   x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     x  Yes     ¨  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part II of the Form 10-K or any amendment to this form 10-K.     ¨  [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   ¨    Accelerated filer   ¨    Non-accelerated filer   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   ¨    No   x

Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

 



 


 PART III

The Item labeled "Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria." is hereby amended by replacing the last sentence thereof with the following:

None of the Servicing Reports or Attestation Reports has identified any material instance of noncompliance with the servicing criteria as applicable to the respective Servicing Party, except that, with respect to:

1.  WMMSC and its compliance with Item 1122 (d)(2)(vii)(B), two of twelve bank statement reconciliations examined were not prepared within 30 calendar days after the bank statement cutoff date, but were prepared within 30 calendar days after month end, which was 32 calendar days after the bank statement cutoff date.

2.  American Security Insurance Company and Standard Guaranty Insurance Company (together, "Assurant") and their compliance with Item 1122(d)(4)(xii), during the reporting period covered by this 10-K Annual Report, Assurant did not have sufficient policies and procedures in place to capture the information necessary to determine its compliance with Item 1122(d)(4)(xii). As stated in a letter dated January 30, 2008 and attached hereto as an exhibit to this 10-K/A, Assurant has implemented policies and procedures to capture the information required to comply with this provision.

 


 

 

PART IV

Item 15. Exhibits, Financial Statement Schedules.

 

 

(a)(1)

Not Applicable.

 

 

(a)(2)

Not Applicable.

 

 

(a)(3)

Not Applicable.

 

 

(b)

Exhibits

 

 

Exhibit No.

  Exhibit Description

 

 

4.1*

Pooling and Servicing Agreement (incorporated herein by reference from Exhibit 4.1 to the Form 8-K filed by the issuing entity on November 8, 2006).

4.2*

Mortgage Loan Purchase Agreement (incorporated herein by reference from Exhibit 4.6 to the Form 8-K filed by WaMu Asset Acceptance Corp. on November 8, 2005 with respect to Registration Statement No. 333-123034).

4.3*

Amended and Restated Administrative Agent Agreement (incorporated herein by reference from Exhibit 4.9 to the Form 8-K filed by WaMu Asset Acceptance Corp. on March 6, 2006 with respect to Registration Statement No. 333-130795).

31*

Certification of Thomas G. Lehmann pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**

Restated Certification of Thomas G. Lehmann pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

33.1*

Report on Assessment of Compliance with Servicing Criteria for WaMu Asset Acceptance Corp.

33.2*

Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank.

33.3*

Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Mortgage Securities Corp.

33.4*

Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank fsb.

33.5*

Report on Assessment of Compliance with Servicing Criteria for American Security Insurance Company and Standard Guaranty Insurance Company.

33.6*** Restated Report on Assessment of Compliance with Servicing Criteria for American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.
33.7*** Letter dated January 30, 2008 regarding Restated Assessment for the Reporting Period of January 1, 2006 through December 31, 2006 for American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.

34.1*

Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for WaMu Asset Acceptance Corp.

34.2*

Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank.

34.3*

Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for Washington Mutual Mortgage Securities Corp.

34.4*

Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank fsb.

34.5*

Attestation Report of PriceWaterhouseCoopers on Assessment of Compliance with Servicing Criteria for American Security Insurance Company and Standard Guaranty Insurance Company.

34.6**** Restated Attestation Report of PriceWaterhouseCoopers on Assessment of Compliance with Servicing Criteria for American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.

35.1*

Servicer Compliance Statement of Washington Mutual Bank.

35.2*

Servicer Compliance Statement of Washington Mutual Mortgage Securities Corp.

99.1*

Certain information concerning the mortgage loans (incorporated by reference from Exhibit 99.1 to the Form 8-K filed by the issuing entity on October 23, 2006).

99.2*

Excerpt from Section 2 of the Term Sheet (incorporated herein by reference from Exhibit 99.1 to the Form 8-K filed by the issuing entity on November 8, 2006).

 

 

 

  _________________________________

*   Previously Filed
**   Exhibit 31.2 replaces previously filed Exhibit No. 31
***   Exhibits 33.6 and 33.7 replace previously filed Exhibit No. 33.5
****   Exhibit 34.6 replaces previously filed Exhibit 34.5

 

 


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 Date: May 9, 2008

 

 

 WAMU ASSET ACCEPTANCE CORP.

     
     

 

 

By:  /s/ David Beck

 

 

Name:  David Beck

 

 

Title:  President and Senior Officer in Charge of Securitization of the Depositor

 

 


 


EXHIBIT INDEX

 

Exhibit No.

  Exhibit Description

 

 

4.1*

Pooling and Servicing Agreement (incorporated herein by reference from Exhibit 4.1 to the Form 8-K filed by the issuing entity on November 8, 2006).

4.2*

Mortgage Loan Purchase Agreement (incorporated herein by reference from Exhibit 4.6 to the Form 8-K filed by WaMu Asset Acceptance Corp. on November 8, 2005 with respect to Registration Statement No. 333-123034).

4.3*

Amended and Restated Administrative Agent Agreement (incorporated herein by reference from Exhibit 4.9 to the Form 8-K filed by WaMu Asset Acceptance Corp. on March 6, 2006 with respect to Registration Statement No. 333-130795).

31*

Certification of Thomas G. Lehmann pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**

Restated Certification of Thomas G. Lehmann pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

33.1*

Report on Assessment of Compliance with Servicing Criteria for WaMu Asset Acceptance Corp.

33.2*

Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank.

33.3*

Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Mortgage Securities Corp.

33.4*

Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank fsb.

33.5*

Report on Assessment of Compliance with Servicing Criteria for American Security Insurance Company and Standard Guaranty Insurance Company.

33.6*** Restated Report on Assessment of Compliance with Servicing Criteria for American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.
33.7*** Letter dated January 30, 2008 regarding Restated Assessment for the Reporting Period of January 1, 2006 through December 31, 2006 for American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.

34.1*

Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for WaMu Asset Acceptance Corp.

34.2*

Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank.

34.3*

Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for Washington Mutual Mortgage Securities Corp.

34.4*

Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank fsb.

34.5*

Attestation Report of PriceWaterhouseCoopers on Assessment of Compliance with Servicing Criteria for American Security Insurance Company and Standard Guaranty Insurance Company.

34.6**** Restated Attestation Report of PriceWaterhouseCoopers on Assessment of Compliance with Servicing Criteria for American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.

35.1*

Servicer Compliance Statement of Washington Mutual Bank.

35.2*

Servicer Compliance Statement of Washington Mutual Mortgage Securities Corp.

99.1*

Certain information concerning the mortgage loans (incorporated by reference from Exhibit 99.1 to the Form 8-K filed by the issuing entity on October 23, 2006).

99.2*

Excerpt from Section 2 of the Term Sheet (incorporated herein by reference from Exhibit 99.1 to the Form 8-K filed by the issuing entity on November 8, 2006).

 

 

 

  _________________________________

*   Previously Filed
**   Exhibit 31.2 replaces previously filed Exhibit No. 31
***   Exhibits 33.6 and 33.7 replace previously filed Exhibit No. 33.5
****   Exhibit 34.6 replaces previously filed Exhibit 34.5

 

EX-31.2 2 wamu14_exh31.htm

Exhibit 31.2

 

WAMU ASSET ACCEPTANCE CORP.

 

RESTATED OFFICER’S CERTIFICATE

 

I, Thomas G. Lehmann, certify that:

 

1.         I have reviewed this report on Form 10–K and all reports on Form 10–D required to be filed in respect of the period covered by this report on Form 10–K of WaMu Mortgage Pass-Through Certificates, Series 2006-AR14 Trust (the ‘‘Exchange Act periodic reports’’);

 

2.         Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a  material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.         Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10–D for the period covered by this report is included in the Exchange Act periodic reports;

 

4.         Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreement(s) 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. 

 

 

Date:  As of March 15, 2007

 

 

/s/ Thomas G. Lehmann

 

 

Name:  Thomas G. Lehmann

 

 

Title:   President and Senior Officer in Charge of Securitization of the Depositor

 

 

 

EX-33.6 3 exhibit336.htm

EXHIBIT 33.6


 

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-33.7 4 exhibit337.htm

EXHIBIT 33.7

 

January 30, 2008

David Zielke
First Vice President and
Assistant General Counsel
Washington Mutual
1301 Second Avenue
Seattle, WA 98001


RE: Restated Assessment
Reporting Period – January 1, 2006 to December 31, 2006

Ladies and Gentlemen:

Enclosed is a Restated Assessment for the Reporting Period of January 1, 2006 through December 31, 2006 (the " Restated Assessment") of American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc. (formerly, "Safeco Financial Institution Solutions, Inc.") the "Asserting Party".

The Restated Assessment identifies a material instance of noncompliance with the servicing criteria set forth in §1122 (d)(4)(xii) of Title 17, §229.1122(d) of the Code of Federal Regulations. 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 §1122(d)(4)(xii).

Please be advised that as of January 1, 2008, the Asserting Party has implemented practices and procedures to capture the information necessary to assess compliance with §1122(d)(4)(xii).

Sincerely,

/s/ John Frobose


John Frobose
Senior Vice President

EX-34.5 5 exhibit345.htm

   EXHIBIT 34.5


 

 

PricewaterhouseCoopers LLP
10 Tenth Street
Suite 1400
Atlanta, GA 30309-3851
Telephone (678) 419-1000
Facsimile (678) 419-1239
www.pwc.com

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 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 servicing criterion 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.

[PricewaterhouseCoopers LLP (signed)]

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

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