-----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, FxdeQ5F50mPHMStcamrXsQ2XIkQ8bAvqr5CIV3utZwcjoXh6rlOz3YJk7BU0tOrI 9SqT3ZkAA63qTXjaxzkv1Q== 0001144204-08-035469.txt : 20080617 0001144204-08-035469.hdr.sgml : 20080617 20080616195436 ACCESSION NUMBER: 0001144204-08-035469 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 37 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20080617 DATE AS OF CHANGE: 20080616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Citigroup Mortgage Loan Trust 2006-HE3 CENTRAL INDEX KEY: 0001382887 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-131136-17 FILM NUMBER: 08901705 MAIL ADDRESS: STREET 1: 390 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10013 10-K/A 1 sec10ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Ammendment No.2 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 ----------------------------------------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------- -------------------- Commission file number of issuing entity 333-131136-17 ------------------- Citigroup Mortgage Loan Trust 2006-HE3 - ------------------------------------------------------------------------- (Exact name of issuing entity as specified in its charter) Commission file number of registrant 333-138237 ------------------- Citigroup Mortgage Loan Trust Inc. - ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Citigroup Global Markets Realty Corp. - ------------------------------------------------------------------------- (Exact name of sponsor as specified in its charter) Delaware 01-0791848 - ------------------------------ --------------------------------- State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 390 Greenwich Street, 14th Floor, New York, New York 10013 - ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) - 816 - 6000 ----------------------- This Annual Report on Form 10-K/A omits to disclose the Assessment of Compliance with Servicing Criteria set forth in Item 1122(d) of Regulation AB and the Attestation Report of Union Bank of California, N.A. required by Rule 15d-18 of the Securities Exchange Act of 1934, as amended. Securities registered pursuant to Section 12(b) of the Act: NONE. Title of each class Name of each exchange of which registered - ---------------------------------- --------------------------------- - ---------------------------------- --------------------------------- Securities registered pursuant to section 12(g) of the Act: None. - ------------------------------------------------------------------------- (Title of class) - ------------------------------------------------------------------------- (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X ------- ------- Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No X ------- ------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X ------- 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 ------- ------- 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 DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None This Amendment No. 2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2007 (Accession No. 0001382887- 07-000001) by Citigroup Mortgage Loan Trust 2006-HE3 (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 Item 1. Business. Not Applicable. Item 1A. Risk Factors. Not Applicable. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. There were no legal proceedings Item 4. Submission of Matters to a Vote of Security Holders. There were no matters submitted to a vote of the Security Holders PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. No established public trading market for the Certificates exist. There are approximately 33 holders of record as of the end of the reporting year. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not Applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not Applicable. Item 8. Financial Statements and Supplementary Data. Not Applicable. Item 9. Changes in and Disagreements With Accountants on Accounting and Not Applicable. Item 9A. Controls and Procedures. Not Applicable. Item 9B. Other Information. On March 1, 2007, the servicing of the Mortgage Loans transferred from New Century Mortgage Corporation to Wells Fargo Bank, N.A., in accordance with the terms of the Pooling and Servicing Agreement. PART III Item 10. Directors, Executive Officers and Corporate Governance. Not Applicable. Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Not Applicable. Item 13. Certain Relationships and Related Transactions, and Director Independence. Not Applicable. Item 14. Principal Accounting Fees and Services. Not Applicable. Substitute Information Provided in Accordance with General Instruction J(2) to Form 10-k Item 1112(b) of Regulation AB. Significant Obligor Financial Information No Applicable Updates. Item 1114(b)(2) and 1115(b) of Regulation AB. Credit Enhancement and Other Support. No Applicable Updates Item 1117 of Regulation AB. Legal Proceedings. DOL Investigation. On August 2, 2004, the U.S. Department of Labor, Wage and Hour Division, or DOL, informed New Century Mortgage Corporation ("New Century Mortgage"), an indirect wholly owned subsidiary of New Century Financial Corporation (the "Company"), that it is conducting an investigation to determine whether New Century Mortgage is in compliance with the Fair Labor Standards Act, or FLSA. The DOL narrowed the scope of its investigation to overtime compensation paid to retail loan officers in an Irvine, California operation. New Century Mortgage believes it is in compliance with the FLSA and that it properly pays overtime wages. In April 2005, New Century Mortgage provided requested documents and awaits a response from the DOL. Rubio. In March 2005, Daniel J. Rubio, a former retail loan officer of New Century Mortgage, filed a class action complaint against New Century Mortgage in the Superior Court of Orange County, California. The complaint alleges failure to pay overtime wages, failure to provide meal and rest periods, and that New Century Mortgage engaged in unfair business practices in violation of the California Labor Code. The complaint seeks recovery of unpaid wages, interest, and attorneys' fees and costs. New Century Mortgage filed a motion to strike and demurrer to the complaint in May 2005. On July 8, 2005, the court overruled the demurrer and granted the motion to strike. A First Amended Complaint was filed in July 2005 and New Century Mortgage filed its answer in August 2005. In December 2005, New Century Mortgage filed a motion to strike portions of the complaint, which was granted in New Century Mortgage's favor, limiting the statute of limitations for plaintiff's meal and rest period claims to one year. The court reconsidered and reversed its ruling in May 2006. A Second Amended Complaint was filed by plaintiff, adding a cause of action for failure to pay overtime in violation of the FLSA. In July 2006, mediation occurred, followed by New Century Mortgage's removal of the case to the United States District Court, Central District of California in August 2006. In September 2006, the court granted New Century Mortgage's motion to strike, limiting the statute of limitations for plaintiff's meal and rest period claims to one year. Plaintiff's Third Amended Complaint was filed in October 2006. In December 2006, the Court granted New Century Mortgage's motion to strike the punitive damages allegations from the plaintiff's Third Amended Complaint and denied New Century Mortgage's motion to dismiss the sixth cause of action for alleged wage statement violations. In December 2006, the parties stipulated to plaintiff filing a Fourth Amended Complaint adding plaintiffs John Hicks and David Vizcarra. Bonner. In April 2005, Perrie Bonner and Darrell Bruce filed a class action lawsuit against New Century Mortgage and Home123 Corporation, an indirect wholly owned subsidiary of the Company ("Home123") in the U.S. District Court, Northern District of Indiana, Hammond Division, alleging violations of the Fair Credit Reporting Act, or FCRA, claiming that New Century Mortgage and Home123 accessed consumer credit reports without authorization because the prescreened offers of credit did not qualify as firm offers of credit. New Century Mortgage and Home 123 filed their answer to the complaint on June 30, 2005. In September 2005, plaintiffs filed a motion for class certification and on November 1, 2005, New Century Mortgage and Home123 filed a motion for judgment on the pleadings. The court never ruled on the motion for judgment on the pleadings. In August 2006, the court granted plaintiffs' motion for class certification. The class size is limited to the Northern District of Indiana. On December 13, 2006, the court heard oral argument in Indiana on the parties' summary judgment motions. On March 9, 2007, the court ruled on the motion for summary judgment that defendants' solicitation did not constitute a "firm offer of credit", and ruled that plaintiff Bonner's claim that the disclosure was not "clear and conspicuous" was moot. On March 12, 2007, this action settled on a class-wide basis (Northern District of Indiana). On March 16, 2007, the parties moved for preliminary approval of the settlement. The court has not yet ruled on the motion. Phillips. In July 2005, Pamela Phillips filed a class action lawsuit against the Company, New Century Mortgage and Home123 in the District Court, Central District of California. Plaintiff alleges violations of FCRA, claiming that the Company, New Century Mortgage and Home123 accessed consumer credit reports without authorization because the prescreened offers of credit did not qualify as firm offers of credit. The case also alleges that certain disclosures were not made in a clear and conspicuous manner. The complaint seeks damages of not more than $1,000 for each alleged violation, declaratory relief, injunctive relief, attorneys' fees and costs. The Company, New Century Mortgage and Home123 filed a motion to dismiss certain claims in October 2005. In November 2005, the court granted the motion to dismiss, in part. In early March 2006, the court, on its own motion, reversed its prior ruling on the motion to dismiss citing the 7th Circuit Court of Appeals recent decision in the Murray v. GMAC Mortgage Corporation case. On November 14, 2006, plaintiff filed a Motion for Class Certification proposing that the class be limited to all individuals throughout Harris County, Texas whose consumer reports were obtained or used by New Century Mortgage or Home123 in connection with a credit transaction not initiated by them and who received the same written solicitation to entered into a credit transaction received by plaintiff. In late December 2006, plaintiff filed a Third Amended Complaint to limit the class size to Harris County, Texas. On January 22, 2007, the Company, New Century Mortgage and Home123 filed their Opposition to Plaintiff's Motion for Class Certification. On January 31, 2007, the Company, New Century Mortgage and Home123 filed a Motion to Stay. On February 22, 2007, the court denied the Motion to Stay. On March 11, 2007, this action settled. The parties agreed to dismissal with prejudice of individual claims and dismissal without prejudice of claims of putative class members. Jeppesen. In October 2005, Patricia and Stephen Jeppesen filed a class action lawsuit against New Century Mortgage in the U.S. District Court, Northern District of Indiana. Plaintiffs allege that New Century Mortgage violated the Indiana High Cost Loan Act by allegedly making loans with fees greater than permitted by law unless certain disclosures are made. The class is defined as all persons who obtained a mortgage loan from New Century Mortgage after January 1, 2005 on their principal residence in Indiana. A second claim in the complaint alleges that New Century Mortgage improperly charged a document preparation fee. On January 12, 2007, the Office of the Attorney General, State of Indiana, issued a no-action letter and, in response to a letter dated September 19, 2005 from plaintiff's counsel about alleged violations of the Indiana Home Loan Practices Statute, concluded its inquiry and declined to take any action against New Century Mortgage. In February 2007, the parties reached a settlement on an individual basis. On February 14, 2007, the court entered an order dismissing this case and approving the Stipulation of Dismissal. Forrest. In January 2006, Mary Forrest filed a class action lawsuit against New Century Mortgage in the U.S. District Court for the Eastern District of Wisconsin, Milwaukee Division. Plaintiff alleges violations of FCRA, claiming that New Century Mortgage accessed prescreened credit reports without authorization because the offers of credit allegedly did not qualify as firm offers of credit. The proposed class consists of persons with Wisconsin addresses to whom New Century Mortgage sent a particular prescreened offer of credit after November 20, 2004. In February 2006, New Century Mortgage filed both its answer and a motion to transfer the case to the U.S. District Court for the Central District of California. In June 2006, the court granted New Century Mortgage's motion to transfer and ordered the case transferred from the U.S. District Court in Wisconsin to the U.S. District Court, Central District of California. In July 2006, New Century Mortgage filed a Notice of Related Case to consolidate this matter with the Phillips class action. On March 11, 2007, this action settled. On March 20, 2007, a stipulation for dismissal of individual claims dismissed with prejudice and claims of putative class members dismissed without prejudice was filed with the court. Securities Class Action Litigation On February 8, 2007, Avi Gold filed a securities class action complaint in the United States District Court for the Central District of California against the Company and certain of its directors and officers (the "Original Complaint"). The Original Complaint alleges that defendants violated federal securities laws by issuing false and misleading statements and failing to disclose material facts about the Company, which resulted in artificially inflated market prices of the Company's common stock. The purported class period is between April 7, 2006 and February 7, 2007. The Original Complaint seeks money damages in favor of its purported class of purchasers of the Company's securities, the costs and expenses of the action and other relief that may be granted by the court. The Company has also learned that seventeen additional purported class actions were filed in the United States District Court for the Central District of California between February 8, 2007 and March 16, 2007. These complaints, some of which the Company has not yet been served with and which name the Company and certain of its officers and directors as defendants, present in large degree the same legal and factual issues as the Original Complaint and allege various class periods, the longest of which is from April 7, 2006 to March 2, 2007. One of these class actions has been brought on behalf of the holders of the Company's 9.125% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") and the holders of the Company's 9.75% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock"). Another of these class actions has been brought on behalf of the holders of the Company's Series B Preferred Stock. The Company anticipates that similar actions on behalf of holders of the Company's common stock, Series A Preferred Stock and Series B Preferred Stock may be filed in the future and does not undertake any obligation to update this disclosure for any similar or related claims that may be made in this regard. The Company intends to review the allegations in these complaints and respond appropriately. The Company's management intends to vigorously defend these claims; however, an unfavorable outcome in these cases or future securities class action cases could have a material adverse effect on the Company's financial condition. Shareholder Derivative Complaint The Company was served with a shareholder derivative complaint on March 1, 2007, filed in the Superior Court of California, County of Orange. The complaint alleges breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, unjust enrichment, and violations of California Corporations Code 25402 and seeks damages for breach, disgorgement, equitable relief, costs and fees. The case is in the very preliminary stages. The Company has also learned that five additional shareholder derivative actions were filed in the Superior Court of California, County of Orange between February 8, 2007 and March 16, 2007 and two additional shareholder derivative actions were filed in the United States District Court for the Central District of California during this same time period. These complaints, some of which the Company has not yet been served with and which name the Company and certain of its officers and directors as defendants, present in large degree the same legal and factual issues as the original shareholder derivative complaint. The Company anticipates that similar actions may be filed in the future and does not undertake any obligation to update this disclosure for any similar or related claims that may be made in this regard. The Company intends to review the allegations in these complaints and respond appropriately. U.S. Attorney's Office Investigation On February 27, 2007, the Company received a letter from the United States Attorney's Office for the Central District of California (the "U.S. Attorney's Office") indicating that it was conducting a criminal inquiry under the federal securities laws in connection with trading in the Company's securities, as well as accounting errors regarding the Company's allowance for repurchase losses. The Company has subsequently received a grand jury subpoena requesting production of certain documents. The Company intends to cooperate with the requests of the U.S. Attorney's Office. SEC Investigation On March 7, 2007, the Company received a letter from the Pacific Regional Office of the Securities and Exchange Commission (the "SEC") requesting that NCFC preserve certain documents. On March 12, 2007, the Company received a letter from the staff of the Pacific Regional Office of the SEC stating that the staff was conducting a preliminary investigation involving the Company and requesting production of certain documents. The staff of the SEC had also previously requested a meeting with the Company to discuss the events leading up to the Company's previous announcement of the need to restate certain of its historical financial statements. The Company intends to cooperate with the requests of the SEC. State Regulatory Actions The Company has been engaged in recent ongoing discussions with its state regulators regarding the Company's funding constraints and the impact on consumers who are in various stages of the loan origination process with the Company. The Company has advised these regulators that it has ceased accepting loan applications. In addition, the Company has advised these regulators that at this time, the Company and its subsidiaries are unable to fund any mortgage loans, including mortgage loans for those consumers who were already in the loan origination process with the Company. The Company has been and is continuing to work cooperatively with these regulators to mitigate the impact on the affected consumers, including transferring pending loans and loan applications to other mortgage lenders. The Company has also been providing daily reports to its various regulators regarding the status of loans in process in their states, as well as responding to ad hoc information requests. The Company received cease and desist orders from the States of Massachusetts, New Hampshire, New Jersey and New York on March 13, 2007 (collectively, the "March 13 Orders"). New Century Mortgage additionally received a Suspension Order from the state of New York on March 13, 2007 (the "NCMC Suspension Order"). The NCMC Suspension Order suspends New Century Mortgage's mortgage banking license in the State of New York for a period not to exceed 30 days, pending investigation. On March 14 and 15, 2007, the Company received additional cease and desist orders from the States of Connecticut, Maryland, Rhode Island and Tennessee (collectively, the "March 14-15 Orders"). The March 13 Orders and the March 14-15 Orders contain allegations that certain of the Company's subsidiaries have engaged in violations of applicable state law, including, among others, failure to fund mortgage loans after closing. Additionally, on March 14, 2007, New Century Mortgage and Home123 entered into a Consent Agreement and Order with the Commonwealth of Pennsylvania Department of Banking, Bureau of Supervision and Enforcement (the "Pennsylvania Consent Agreement"). The March 13 Orders, the March 14-15 Orders and the Pennsylvania Consent Agreement restrain the Company's subsidiaries from taking certain actions, including, among others, engaging in alleged violations of state law and taking new applications for mortgage loans in the relevant jurisdiction. The March 13 Orders, the March 14-15 Orders and the Pennsylvania Consent Agreement also compel the subsidiaries to affirmatively take certain actions, including the creation of escrow accounts to hold any upfront fees collected in connection with pending mortgage applications, the transfer to other lenders of the outstanding mortgage applications and unfunded mortgage loans held by the subsidiaries, and the provision of regular information to the state regulators regarding the subsidiaries' activities in the applicable state, including the status of all outstanding mortgage applications and unfunded mortgage loans in that state. The cease and desist order received from the Rhode Island Department of Business Regulation on March 14 suspends the licenses of one or more of the Company's subsidiaries and seeks to assess administrative penalties. The Company and its subsidiaries requested hearings on the cease and desist orders issued by regulators in Maryland, Massachusetts, Connecticut and Rhode Island on March 23, 2007, and in Tennessee on March 27, 2007. On March 14, 2007, the Attorney General of Ohio and the Ohio Department of Commerce, Division of Financial Institution (together, the "State") filed a lawsuit against the Company, New Century Mortgage and Home123 (collectively, the "Defendants") on March 14, 2007 in Ohio state court (the "Ohio Complaint"). The Ohio Complaint alleges that the Company has engaged in violations of applicable state law, including, among others, failure to fund mortgage loans after closing. Also on March 14, 2007, the court granted the State's motion to enter a temporary restraining order, which was subsequently modified by the court on March 16, 2007, against the Defendants (as modified, the "TRO"). The TRO restrained the Defendants from taking certain actions, including, among others, (i) engaging in violations of state law, (ii) soliciting applicants and taking new applications for mortgage loans in Ohio and (iii) initiating, prosecuting or enforcing foreclosure actions in Ohio. The TRO required the parties to confer with respect to restrictions regarding foreclosure action and the sale, transfer or assignment of loans more than 60 days delinquent. On March 26, 2007, the Defendants filed a Motion for Dissolution of Modified Temporary Restraining Order and Motion for an Emergency Hearing, and Opposition to a Preliminary Injunction. On March 28, 2007, the Defendants and the State reached agreement on a Stipulated Preliminary Injunction effective for 90 days and submitted it for court approval. The Stipulated Preliminary Injunction replaces the TRO and provides for a stay of the litigation for 90 days. The Stipulated Preliminary Injunction restrains the Defendants from taking certain actions, including, among others, engaging in alleged violations of state law and taking new applications for mortgage loans. The Stipulated Preliminary Injunction also compels the Defendants to take certain actions, including the transfer to other lenders of any outstanding mortgage applications and unfunded mortgage loans, the placement in escrow of any upfront fees collected in connection with pending mortgage applications, and the provision of regular information to the State regarding the Company's activities in Ohio, including the status of all outstanding mortgage applications and unfunded mortgage loans. The Stipulated Preliminary Injunction also requires the Defendants to submit certain loans (and related information) as to which it intends to foreclose to the State for the State to review. The State may object to the Company proceeding with a particular foreclosure and if the Company is unable to convince the State to permit it to proceed, the foreclosure will not proceed for the duration of the Stipulated Preliminary Injunction. The Stipulated Preliminary Injunction also provides for the State to review and object to the Defendants selling, transferring or assigning certain loans that are more than 60 days delinquent. On March 16, 2007, the Company received additional cease and desist orders from the State of California (the "California Orders") and certain of the Company's subsidiaries entered into consent agreements with the State of Florida's Office of Financial Regulation and the State of Washington's Department of Financial Institutions, respectively, each dated March 16, 2007 (the "March 16 Agreements" and together with the California Orders, the "March 16 Orders and Consent Agreements"). The March 16 Orders and Consent Agreements contain allegations that certain of the Company's subsidiaries have engaged in violations of state law, including, among others, failure to fund mortgage loans after closing. The March 16 Orders and Consent Agreements restrain the Company's subsidiaries from taking certain actions, including, among others, engaging in alleged violations of state law and taking new applications for mortgage loans in the relevant jurisdiction. The March 16 Orders and Consent Agreements also compel the subsidiaries to affirmatively take certain actions, including the creation of escrow accounts to hold any upfront fees collected in connection with pending mortgage applications, the transfer to other lenders of the outstanding mortgage applications and unfunded mortgage loans held by the subsidiaries, and the provision of regular information to the state regulators regarding the subsidiaries' activities in the applicable state, including the status of all outstanding mortgage applications and unfunded mortgage loans in that state. On March 16, 2007, Home123 received a suspension order (the "Home123 Suspension Order") from the State of New York Banking Department. The Home123 Suspension Order contains allegations similar to those included in the NCMC Suspension Order and further provides that Home123's mortgage banking license in the State of New York has been suspended for a period not exceeding 30 days, pending investigation. The Company and Home123 are reviewing the Home123 Suspension Order and accordingly have not yet determined whether they will appeal all or any portion of the Home123 Suspension Order. On March 20, 2007, the Company entered into a Combined Statement of Charges and Consent Order with the State of Iowa and a Consent Agreement and Order with the State of Maine Office of Consumer Credit Regulation, Department of Professional and Financial Regulation (together, the "March 20 Orders"). On March 21, 2007, the Company entered into a Consent Order with the State of Michigan, Department of Labor & Economic Growth, Office of Financial and Insurance Services and a Consent Order with the State of Wyoming Banking Commission (the "March 21 Orders"). On March 23, 2007, the Company entered into a Consent Agreement and Order with the State of Idaho Department of Finance (the "March 23 Order"). Similar to the consent agreements described above, the March 20, 21 and 23 Orders contain allegations that certain of the Company's subsidiaries have engaged in violations of state law, including, among others, failure to fund mortgage loans after closing. They restrain the Company's subsidiaries from taking certain actions, including, among others, engaging in alleged violations of state law and taking new applications for mortgage loans in the relevant jurisdiction. They also compel the subsidiaries to affirmatively take certain actions, including the creation of escrow accounts to hold any upfront fees collected in connection with pending mortgage applications, the transfer to other lenders of the outstanding mortgage applications and unfunded mortgage loans held by the subsidiaries, and the provision of regular information to the state regulators regarding the subsidiaries' activities in the applicable state, including the status of all outstanding mortgage applications and unfunded mortgage loans in that state. The Company anticipates that cease and desist orders will continue to be received by the Company and its subsidiaries from additional states in the future and that the Company and its subsidiaries may enter into additional consent agreements similar to those described above. The Company does not undertake, and expressly disclaims, any obligations to update this disclosure for any such additional cease and desist orders or consent agreements or for any developments with respect to any of the state regulatory actions described herein. The Company intends to continue to cooperate with its regulators in order to mitigate the impact on consumers resulting from the Company's funding constraints. Recent Developments On April 2, 2007, New Century and certain other of the Registrant's affiliates (the "Debtors") filed voluntary petitions (the "Bankruptcy Filings") for reorganization (the "Reorganization Cases") under chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Reorganization Cases are being jointly administered by the Honorable Kevin J. Carey under the caption "In re New Century TRS Holdings, Inc., et al., Case No. 07-10416." The Debtors will continue to operate their businesses as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Further, on April 2, 2007, New Century Financial Corporation ("NCFC") and New Century, which is NCFC's indirect wholly-owned subsidiary, entered into an Asset Purchase Agreement (the "Servicing Assets Agreement") with Carrington Capital Management, LLC (in which NCFC holds an ownership interest) and its affiliate (collectively, "Carrington") for the sale of its servicing assets and servicing platform to Carrington for approximately $139 million. The consummation of the transaction is subject to approval by the Bankruptcy Court, which will oversee an "overbid" process to give other potential buyers an opportunity to submit higher and better offers, and other customary closing conditions. Item 1119 of Regulation AB. Affiliation and Certain Relationships and Related Transactions. No Applicable Updates Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. See Item 15(a) exhibits (33) and (34). 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. New Century (the "Servicer") has identified the following material noncompliance with servicing criteria 1122(d)(1)(ii), 1122(d)(1)(iv), 1122(d)(2)(vii)(B), 1122(d)(4)(vi) and 1122(d) (4)(vii) applicable to the Platform during the year ended December 31, 2006 as follows: Servicing criteria 1122(d)(1)(ii) The Servicer did not have adequate policies and procedures in place to monitor the material servicing activities outsourced to the third party performing the initial processing of cash receipts at the lockbox. Servicing criteria 1122(d)(1)(iv) The Servicer did not maintain adequate fidelity bond coverage. Servicing criteria 1122(d)(2)(vii)(B) The Servicer did not complete bank account reconciliations within the time required. Servicing criteria 1122(d)(4)(vi) The Servicer did not review and approve changes to the terms or status of an obligor's pool asset as required by the respective transaction agreements and related pool asset documents. Servicing criteria 1122(d)(4)(vii) The Servicer did not: Initiate, conduct and conclude loss mitigation or recovery actions within time frames or other requirements of the respective transaction agreements; Execute forbearance plans as required by the respective transaction agreements; Execute pre-foreclosure sales or short payoffs resulting from the acceptance of funds in an amount that is less than the total borrower indebtedness as required by the respective transaction agreements; and Execute foreclosures as required by the respective transaction agreements. First American Real Estate Solutions of Texas, L,P. (an indirect subsidiary of The First American Corporation, and the "Asserting Party") assessed its 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 bank statement cut-off date or such number of days specified in the transaction agreements. This report on Form 10-K/A omits the Item 1122 attestation report (the "Attestation Report") required by Regulation AB for Union Bank of California, N.A. ("Union Bank"), New Century Mortgage Corporation's vendor that is responsible for the initial processing of cash receipts at the lockbox that is applicable to servicing criteria 1122(d)(2)(i) and 1122(d)(4)(iv). The original report on Form 10-K for this issuing entity included as Exhibit 33(g) an Assessment of Compliance from New Century Mortgage Corporation (the "Original Assessment of Compliance"), which stated that it covered a specified list of securitizations, which did not include CMLTI 2006-NC1, CMLTI 2006-NC2 and CMLTI 2006-HE3 (the "Citigroup Transactions"). The Registrant has been advised by New Century Mortgage Corporation that the Original Assessment of Compliance addressed the platform consisting of all securitizations as to which it is a party participating in the servicing function that were subject to Regulation AB, other than the Citigroup Transactions, and that the Citigroup Transactions were omitted from the platform solely because New Century Mortgage Corporation was only servicing the pooled assets for a short period of time, pending the expiration of its obligations as interim servicer and related transfer of servicing in accordance with the terms of the transaction documents. Attached hereto as Exhibit 33(g) is a revised Assessment of Compliance from New Century Mortgage Corporation (the "Revised Assessment of Compliance"), which states that it covers a specified list of securitizations, including all securitizations covered by the Original Assessment of Compliance, plus the Citigroup Transactions. Attached hereto as Exhibit 34(o) is an Attestation Report of a registered public accounting firm, that relates to the previously filed Original Assessment of Compliance from New Century Mortgage Corporation. This Attestation Report specifies instances of material noncompliance with the applicable servicing criteria, and states that it cannot express an opinion as to compliance with the servicing criteria. The Registrant has requested that New Century request its accounting firm to provide a revised Attestation Report covering the Citigroup Transactions, but the Registrant has not yet received such revised Attestation Report. New Century is contractually obligated to provide the Registrant with an Attestation Report covering the Citigroup Transactions by one or more registered public accounting firms. New Century is in breach of those obligations. The Registrant has been informed by senior management of New Century that a revised Attestation Report covering the Citigroup Transactions will not be delivered on or prior to the 10-K/A filing deadline. New Century is not an affiliate of the Registrant. The Registrant cannot obtain a revised Attestation Report covering the Citigroup Transactions from New Century through any other steps available to it without unreasonable effort or expense. Item 1123 of Regulation AB. Servicer Compliance Statement. See Item 15(a) exhibits (35). PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (4) Pooling and Servicing Agreement, dated as of December 1, 2006, among Citigroup Mortgage Loan Trust, Inc., as Depositor, Wells Fargo Bank, N.A., JP Morgan Chase Bank N. A., Ocwen Loan Servicing LLC and Countrywide Home Loans Servicing LP as Servicers, Citibank, N.A., as Trust Administrator, and U.S. Bank, N.A., as Trustee (incorporated herein by reference from Exhibit 4.1 of the current report on Form 8-K of the Registrant as filed with the Securities and Exchange Commission on January 24, 2007). (10) Incorporated by reference as Exhibit 4. (31) 302 Sarbanes-Oxley Certification. (33) Item 1122(a) Reports on assessment of compliance with servicing criteria for asset backed securities. (a) Chase Home Finance LLC., as SubServicer (b) Citibank N.A., as Trust Administrator (c) Citibank N.A., as Custodian (d) JP Morgan Chase Bank National Association, as Servicer (e) Ocwen Loan Servicing LP, as Servicer (f) Wells Fargo Bank N.A., as Servicer (g) New Century, as interim Servicer (h) Wells Fargo Bank, N.A. as Custodian (i) Assurant Inc., as vendor for Ocwen Loan Servicing LP (j) Regulus Group LLC, as vendor for Ocwen Loan Servicing LP and Wells Fargo Bank N.A. (k) First American Real Estate Solutions of Texas, L.P., as vendor for Ocwen Loan Servicing LP (l) ZC Sterling Insurance Agency, Inc., as vendor for Wells Fargo Bank N.A. (m) Assurant Inc., as vendor for New Century (n) Deutsche Bank National Trust Company, as vendor for New Century (o) FIS Tax Service, as vendor for New Century (34) Item 1122(b) Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities. (a) Chase Home Finance LLC., as SubServicer (b) Citibank N.A., as Trust Administrator (c) Citibank N.A., as Custodian (d) JP Morgan Chase Bank National Association, as Servicer (e) Ocwen Loan Servicing LP, as Servicer (f) Wells Fargo Bank N.A., as Servicer (g) Wells Fargo Bank, N.A. as Custodian (h) Assurant Inc., as vendor for Ocwen Loan Servicing LP (i) Regulus Group LLC, as vendor for Ocwen Loan Servicing LP and Wells Fargo Bank N.A. (j) First American Real Estate Solutions of Texas, L.P., as vendor for Ocwen Loan Servicing LP (k) ZC Sterling Insurance Agency, Inc., as vendor for Wells Fargo Bank N.A. (l) Assurant Inc., as vendor for New Century (m) Deutsche Bank National Trust Company, as vendor for New Century (n) FIS Tax Service, as vendor for New Century (o) New Century, as interim Servicer (35) Servicer Compliance Statement. (a) Chase Home Finance LLC., as SubServicer (b) JP Morgan Chase Bank National Association, as Servicer (c) Ocwen Loan Servicing LP, as Servicer (d) Wells Fargo Bank N.A., as Servicer (e) New Century, as interim Servicer (b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index above. (c) Not Applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Citigroup Mortgage Loan Trust Inc. ----------------------------------------------------------------- By /s/ Susan Mills ----------------------------------------------------- Susan Mills Vice President (Senior officer in charge of securitization of the Depositor) Date June 13, 2008 ----------------------------------------------------- EX-31 2 ex31.txt Certifications I, Susan Mills, 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 2006-HE3 (the "Exchange Act periodic reports"); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement 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: Wells Fargo Bank, N.A., Ocwen Loan Servicing, LLC, JPMorgan Chase Bank, National Association and New Century Mortgage Corporation. Date: June 13, 2008 /s/ Susan Mills - --------------------------------- Susan Mills Vice President (Senior officer in charge of securitization of the Depositor) EX-33.A 3 ex33a.txt CHASE CHF - Subprime Management's Report on Assessment of Compliance with Applicable Servicing Criteria Chase Home Finance LLC (the "Asserting Party") is responsible for assessing compliance as of December 31, 2006 and for the period from January 1, 2006 through December 31, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), excluding the inapplicable servicing criteria as set forth in Exhibit A hereto (such criteria, after giving effect to the exclusions identified on Exhibit A, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"). The Asserting Party has engaged certain vendors (the "Vendors") to perform specific and limited activities or activities scripted by the Asserting Party as of and during the Reporting Period, and the Asserting Party elects to take responsibility for assessing compliance with the Applicable Servicing Criteria or portion of the servicing criteria applicable to such Vendors as set forth in Exhibit A hereto (such criteria, the "Applicable Vendor Servicing Criteria"). The Asserting Party (i) has not identified and is not aware of any material instance of noncompliance by the Vendors with the Applicable Vendor Servicing Criteria and (ii) has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the Applicable Vendor Servicing Criteria as of December 31, 2006 and for the Reporting Period. The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on our assessment of compliance with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period as set forth in this report. Chase Home Finance LLC Signed:/s/ Kim Greaves Signed:/s/ Jim Miller - ---------------------------- -------------------------- Name: Kim Greaves Name: Jim Miller Title: Senior Vice President Title: Senior Vice President Date: 02/26/2007 Date: 02/26/2007 CHF - Subprime EXHIBIT A
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by Servicer Vendor(s) - -------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - -------------------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any X(1) performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to X third parties, policies and procedures are instituted to monitor the third party's performance and compliance with 1122(d)(1)(ii) such servicing activities. - -------------------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a X 1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained, - -------------------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the 1122(d)(1)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - -------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans are deposited into the X X(2) appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made via wire transfer on behalf of an obligor X 1122(d)(2)(ii) or to an investor are made only by authorized personnel. - -------------------------------------------------------------------------------------------------------------------------------- Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- The related accounts for the transaction, such as cash X reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Each custodial account is maintained at a federally insured X 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-l(b)(l) of the Securities 1122(d)(2)(v) Exchange Act. - -------------------------------------------------------------------------------------------------------------------------------- Unissued checks are safeguarded so as to prevent unauthorized X 1122(d)(2)(vi) access. - -------------------------------------------------------------------------------------------------------------------------------- Reconciliations are prepared on a monthly basis for all X X(3) 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 1122(d)(2)(vii) the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (1) The Asserting Party monitors events of default as obligated pursuant to the transaction agreements. (2) An affiliate vendor deposits funds from customer transactions to a lockbox clearing account. (3) Two vendors prepare account reconciliations on disbursement clearing accounts. CHF - Subprime
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by Servicer Vendor(s) - --------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - --------------------------------------------------------------------------------------------------------------------------------- Reports to investors, including those to be filed with the X(4) 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 1122(d)(3)(i) Servicer. - --------------------------------------------------------------------------------------------------------------------------------- Amounts due to investors are allocated and remitted in X(5) accordance with timeframes, distribution priority and other terms 1122(d)(3)(ii) set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Disbursements made to an investor are posted within two X(6) business days to the Servicer's investor records, or such 1122(d)(3)(iii) other number of days specified in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Amounts remitted to investors per the investor reports X(7) agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. - --------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - --------------------------------------------------------------------------------------------------------------------------------- Collateral or security on mortgage loans is maintained as X required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. - --------------------------------------------------------------------------------------------------------------------------------- Mortgage loan and related documents are safeguarded as X 1122(d)(4)(ii) required by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Any additions, removals or substitutions to the asset pool X are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans, including any payoffs, made in X 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 1122(d)(4)(iv) accordance with the related mortgage loan documents. - --------------------------------------------------------------------------------------------------------------------------------- The Servicer's records regarding the mortgage loans agree X with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. - --------------------------------------------------------------------------------------------------------------------------------- Changes with respect to the terms or status of an obligor's X mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorised personnel in accordance with the transaction agreements and related pool 1122(d)(4)(vi) asset documents. - ---------------------------------------------------------------------------------------------------------------------------------
- ---------- (4) The Asserting Party provides monthly pool accounting reports to the appropriate party pursuant to the transaction agreements. (5) The Asserting Party remits amounts to the appropriate party pursuant to the transaction agreements. (6) Disbursements made to the appropriate party pursuant to the transaction agreements are posted within two business days to the Asserting Party's records, or such other number of days specified in the transaction agreements. (7) The Asserting Party reconciles its records relating to disbursements made to the appropriate party pursuant to the transaction agreements. CHF - Subprime
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by Servicer Vendor(s) - -------------------------------------------------------------------------------------------------------------------------------- Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Records documenting collection efforts are maintained during X the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records arc 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 1122(d)(4)(viii) or unemployment). - -------------------------------------------------------------------------------------------------------------------------------- Adjustments to interest rates or rates of return for mortgage X loans with variable rates are computed based on the related 1122(d)(4)(ix) mortgage loan documents. - -------------------------------------------------------------------------------------------------------------------------------- Regarding any funds held in trust for an obligor (such as X 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 1122(d)(4)(x) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Payments made on behalf of an obligor (such as tax or X X(8) insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other 1122(d)(4)(xi) number of days specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any late payment penalties in connection with any payment X to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the 1122(d)(4)(xii) late payment was due to the obligor's error or omission. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made on behalf of an obligor are posted X within two business days to the obligor's records maintained by the servicer, or such other number of days specified in 1122(d)(4)(xiii) the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any external enhancement or other support, identified in Item X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (8) Three vendors provide information used by the Asserting Party to pay taxes and insurance on behalf of obligors. CHASE CHF - Prime Management's Report on Assessment of Compliance with Applicable Servicing Criteria Chase Home Finance LLC (the "Asserting Party") is responsible for assessing compliance as of December 31, 2006 and for the period from January 1, 2006 through December 31, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), excluding the inapplicable servicing criteria as set forth in Exhibit A hereto (such criteria, after giving effect to the exclusions identified on Exhibit A, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by prime residential mortgages serviced on the Real Estate ("RE") servicing system where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"). The Asserting Party has engaged certain vendors (the "Vendors") to perform specific and limited activities or activities scripted by the Asserting Party as of and during the Reporting Period, and the Asserting Party elects to take responsibility for assessing compliance with the Applicable Servicing Criteria or portion of the servicing criteria applicable to such Vendors as set forth in Exhibit A hereto (such criteria, the "Applicable Vendor Servicing Criteria"). The Asserting Party (i) has not identified and is not aware of any material instance of noncompliance by the Vendors with the Applicable Vendor Servicing Criteria and (ii) has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the Applicable Vendor Servicing Criteria as of December 31, 2006 and for the Reporting Period. The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on our assessment of compliance with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period as set forth in this report. Chase Home Finance LLC Signed:/s/ Kim Greaves Signed:/s/ Jim Miller - --------------------------- --------------------------- Name: Kim Greaves Name: Jim Miller Title: Senior Vice President Title: Senior Vice President Date: 02/26/2007 Date: 02/26/2007 CHF - Prime EXHIBIT A
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by Servicer Vendor(s) - -------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - -------------------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any X(1) performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to X third parties, policies and procedures are instituted to monitor the third party's performance and compliance with 1122(d)(1)(ii) such servicing activities. - -------------------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a X 1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained, - -------------------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the 1122(d)(1)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - -------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans are deposited into the X X(2) appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made via wire transfer on behalf of an obligor X 1122(d)(2)(ii) or to an investor are made only by authorized personnel. - -------------------------------------------------------------------------------------------------------------------------------- Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- The related accounts for the transaction, such as cash X reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Each custodial account is maintained at a federally insured X 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-l(b)(l) of the Securities 1122(d)(2)(v) Exchange Act. - -------------------------------------------------------------------------------------------------------------------------------- Unissued checks are safeguarded so as to prevent unauthorized X 1122(d)(2)(vi) access. - -------------------------------------------------------------------------------------------------------------------------------- Reconciliations are prepared on a monthly basis for all X X(3) 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 1122(d)(2)(vii) the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (1) The Asserting Party monitors events of default as obligated pursuant to the transaction agreements. (2) An affiliate vendor deposits funds from customer transactions to a lockbox clearing account. (3) Two vendors prepare account reconciliations on disbursement clearing accounts. CHF - Prime
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by Servicer Vendor(s) - --------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - --------------------------------------------------------------------------------------------------------------------------------- Reports to investors, including those to be filed with the X(4) 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 1122(d)(3)(i) Servicer. - --------------------------------------------------------------------------------------------------------------------------------- Amounts due to investors are allocated and remitted in X(5) accordance with timeframes, distribution priority and other terms 1122(d)(3)(ii) set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Disbursements made to an investor are posted within two X(6) business days to the Servicer's investor records, or such 1122(d)(3)(iii) other number of days specified in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Amounts remitted to investors per the investor reports X(7) agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. - --------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - --------------------------------------------------------------------------------------------------------------------------------- Collateral or security on mortgage loans is maintained as X required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. - --------------------------------------------------------------------------------------------------------------------------------- Mortgage loan and related documents are safeguarded as X 1122(d)(4)(ii) required by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Any additions, removals or substitutions to the asset pool X are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans, including any payoffs, made in X 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 1122(d)(4)(iv) accordance with the related mortgage loan documents. - --------------------------------------------------------------------------------------------------------------------------------- The Servicer's records regarding the mortgage loans agree X with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. - --------------------------------------------------------------------------------------------------------------------------------- Changes with respect to the terms or status of an obligor's X 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 1122(d)(4)(vi) asset documents. - ---------------------------------------------------------------------------------------------------------------------------------
- ---------- (4) The Asserting Party provides monthly pool accounting reports to the appropriate party pursuant to the transaction agreements. (5) The Asserting Party remits amounts to the appropriate party pursuant to the transaction agreements. (6) Disbursements made to the appropriate party pursuant to the transaction agreements are posted within two business days to the Asserting Party's records, or such other number of days specified in the transaction agreements. (7) The Asserting Party reconciles its records relating to disbursements made to the appropriate party pursuant to the transaction agreements. CHF - Prime
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by Servicer Vendor(s) - -------------------------------------------------------------------------------------------------------------------------------- Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Records documenting collection efforts are maintained during X the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records arc 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 1122(d)(4)(viii) or unemployment). - -------------------------------------------------------------------------------------------------------------------------------- Adjustments to interest rates or rates of return for mortgage X loans with variable rates are computed based on the related 1122(d)(4)(ix) mortgage loan documents. - -------------------------------------------------------------------------------------------------------------------------------- Regarding any funds held in trust for an obligor (such as X 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 1122(d)(4)(x) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Payments made on behalf of an obligor (such as tax or X X(8) insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other 1122(d)(4)(xi) number of days specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any late payment penalties in connection with any payment X to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the 1122(d)(4)(xii) late payment was due to the obligor's error or omission. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made on behalf of an obligor are posted X within two business days to the obligor's records maintained by the servicer, or such other number of days specified in 1122(d)(4)(xiii) the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any external enhancement or other support, identified in Item X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (8) Two vendors provide information used by the Asserting Party to pay taxes and insurance on behalf of obligors. CHASE Chase Home Finance LLC 3415 Vision Drive Columbus, OH 43219 Authorized Signatures for Chase Home Finance LLC Annual Compliance Reporting: /s/Kim Greaves 2/26/07 - ------------------------ -------------------------- Kim Greaves Date Senior Vice President /s/Jim Miller 2/23/07 - ------------------------ -------------------------- Jim Miller Date Senior Vice President
EX-33.B 4 ex33b.txt 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)(I)(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-33.C 5 ex33c.txt citibank Citibank, N.A. Citibank Custodial Operations 5280 Corporate Drive MC0052 Frederick, MD 21740 Management Assessment of Compliance with Applicable Servicing Criteria 1. Citibank, N.A., (the "Custodian") 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 residential mortgage loans for which the Custodian performs a custodial servicing function pursuant to a custodial agreement with Citigroup Mortgage Loan Trust Inc. for post December 31, 2005 transactions ("the Platform"), as of and for the year ended December 31, 2006; 2. Except as set forth in paragraph 3 below, the Custodian 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; 3. All criteria on Exhibit A hereto are inapplicable to the Custodian based or the activities it performs with respect to asset-backed securities transactions, except for 1122(d)(4)(i) and 1122(d)(4)(ii); 4. The Custodian has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2006; 5. KPMG LLP, a registered public accounting firm, has issued an attestation report on the Custodian's assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2006. March 19, 2007 By: /s/ Herb Gover ------------------ Name: Herb Gover Title: Executive Vice President, North American Consumer Asset Operations EXHIBIT A
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Inapplicable Servicing Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Performed by Performed Vendor(s) for Directly which Custodian by is Responsible Reference Criteria Custodian(2) Party(3) - -------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - -------------------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any X performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to X third parties, policies and procedures are instituted to monitor the third party's performance and compliance with 1122(d)(1)(ii) such servicing activities. - -------------------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a X 1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained, - -------------------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the 1122(d)(1)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - -------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans are deposited into the X appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made via wire transfer on behalf of an obligor X 1122(d)(2)(ii) or to an investor are made only by authorized personnel. - -------------------------------------------------------------------------------------------------------------------------------- Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- The related accounts for the transaction, such as cash X reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Each custodial account is maintained at a federally insured X 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-l(b)(l) of the Securities 1122(d)(2)(v) Exchange Act. - -------------------------------------------------------------------------------------------------------------------------------- Unissued checks are safeguarded so as to prevent unauthorized X 1122(d)(2)(vi) access. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (1) Check only criteria that Servicer neither performs nor takes responsibilty for the performance of a Vendor. (2) 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. (3) 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.
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Inapplicable Servicing Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Performed by Performed Vendor(s) for Directly which Custodian by is Responsible Reference Criteria Custodian(2) Party(3) - -------------------------------------------------------------------------------------------------------------------------------- Reconciliations are prepared on a monthly basis for all X 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 transactidn 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 1122(d)(2)(vii) the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - --------------------------------------------------------------------------------------------------------------------------------- Reports to investors, including those to be filed with the X 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 1122(d)(3)(i) Servicer. - --------------------------------------------------------------------------------------------------------------------------------- Amounts due to investors are allocated and remitted in X accordance with timeframes, distribution priority and other terms 1122(d)(3)(ii) set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Disbursements made to an investor are posted within two X business days to the Servicer's investor records, or such 1122(d)(3)(iii) other number of days specified in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Amounts remitted to investors per the investor reports X agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. - --------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - --------------------------------------------------------------------------------------------------------------------------------- Collateral or security on mortgage loans is maintained as X(i) required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. - --------------------------------------------------------------------------------------------------------------------------------- Mortgage loan and related documents are safeguarded as X(ii) 1122(d)(4)(ii) required by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Any additions, removals or substitutions to the asset pool X are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans, including any payoffs, made in X 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 1122(d)(4)(iv) accordance with the related mortgage loan documents. - --------------------------------------------------------------------------------------------------------------------------------- The Servicer's records regarding the mortgage loans agree X with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. - ---------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Inapplicable Servicing Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Performed by Performed Vendor(s) for Directly which Custodian by is Responsible Reference Criteria Custodian(2) Party(3) - -------------------------------------------------------------------------------------------------------------------------------- Changes with respect to the terms or status of an obligor's X mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorised personnel in accordance with the transaction agreements and related pool 1122(d)(4)(vi) asset documents. - --------------------------------------------------------------------------------------------------------------------------------- Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Records documenting collection efforts are maintained during X the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records arc 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 1122(d)(4)(viii) or unemployment). - -------------------------------------------------------------------------------------------------------------------------------- Adjustments to interest rates or rates of return for mortgage X loans with variable rates are computed based on the related 1122(d)(4)(ix) mortgage loan documents. - -------------------------------------------------------------------------------------------------------------------------------- Regarding any funds held in trust for an obligor (such as X 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 1122(d)(4)(x) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Payments made on behalf of an obligor (such as tax or X insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other 1122(d)(4)(xi) number of days specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any late payment penalties in connection with any payment X to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the 1122(d)(4)(xii) late payment was due to the obligor's error or omission. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made on behalf of an obligor are posted X within two business days to the obligor's records maintained by the servicer, or such other number of days specified in 1122(d)(4)(xiii) the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any external enhancement or other support, identified in Item X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- Footnotes to Exhibit A (i) The custodian is required to safeguard the mortgage file and control the release of the related file. (ii) The custodian is required to safeguard the mortgage file and control the release of the related file.
EX-33.D 6 ex33d.txt CHASE JPMCB-Subprime Management's Report on Assessment of Compliance with Applicable Servicing Criteria JPMorgan Chase Bank, National Association (the "Asserting Party") is responsible for assessing compliance as of December 31, 2006 and for the period from January 1, 2006 through December 31, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), excluding the inapplicable servicing criteria as set forth in Exhibit A hereto (such criteria, after giving effect to the exclusions identified on Exhibit A, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I. ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"). The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on our assessment of compliance with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period as set forth in this report. JPMorgan Chase National Association Signed: /s/ David Lowman ---------------- Name: David Lowman Title: Executive Vice President Date: 02/26/2007 JPMCB - Subprime EXHIBIT A
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria - -------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - -------------------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any X(1) performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to X third parties, policies and procedures are instituted to monitor the third party's performance and compliance with 1122(d)(1)(ii) such servicing activities. - -------------------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a X 1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained, - -------------------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the 1122(d)(1)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - -------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans are deposited into the X appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made via wire transfer on behalf of an obligor X 1122(d)(2)(ii) or to an investor are made only by authorized personnel. - -------------------------------------------------------------------------------------------------------------------------------- Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- The related accounts for the transaction, such as cash X reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Each custodial account is maintained at a federally insured X 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-l(b)(l) of the Securities 1122(d)(2)(v) Exchange Act. - -------------------------------------------------------------------------------------------------------------------------------- Unissued checks are safeguarded so as to prevent unauthorized X 1122(d)(2)(vi) access. - -------------------------------------------------------------------------------------------------------------------------------- Reconciliations are prepared on a monthly basis for all X 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 transactidn 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 1122(d)(2)(vii) the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (1) The Asserting Party monitors events of default as obligated pursuant to the transaction agreements. JPMCB - Subprime
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria - -------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - -------------------------------------------------------------------------------------------------------------------------------- Reports to investors, including those to be filed with the X 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 1122(d)(3)(i) Servicer. - --------------------------------------------------------------------------------------------------------------------------------- Amounts due to investors are allocated and remitted in X accordance with timeframes, distribution priority and other terms 1122(d)(3)(ii) set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Disbursements made to an investor are posted within two X business days to the Servicer's investor records, or such 1122(d)(3)(iii) other number of days specified in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Amounts remitted to investors per the investor reports X agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. - --------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - --------------------------------------------------------------------------------------------------------------------------------- Collateral or security on mortgage loans is maintained as X required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. - --------------------------------------------------------------------------------------------------------------------------------- Mortgage loan and related documents are safeguarded as X 1122(d)(4)(ii) required by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Any additions, removals or substitutions to the asset pool X are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans, including any payoffs, made in X 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 1122(d)(4)(iv) accordance with the related mortgage loan documents. - --------------------------------------------------------------------------------------------------------------------------------- The Servicer's records regarding the mortgage loans agree X with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. - --------------------------------------------------------------------------------------------------------------------------------- Changes with respect to the terms or status of an obligor's X mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorised personnel in accordance with the transaction agreements and related pool 1122(d)(4)(vi) asset documents. - --------------------------------------------------------------------------------------------------------------------------------- Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Records documenting collection efforts are maintained during X the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records arc 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 1122(d)(4)(viii) or unemployment). - --------------------------------------------------------------------------------------------------------------------------------
JPMCB - Subprime
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria - -------------------------------------------------------------------------------------------------------------------------------- Adjustments to interest rates or rates of return for mortgage X loans with variable rates are computed based on the related 1122(d)(4)(ix) mortgage loan documents. - -------------------------------------------------------------------------------------------------------------------------------- Regarding any funds held in trust for an obligor (such as X 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 1122(d)(4)(x) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Payments made on behalf of an obligor (such as tax or X insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other 1122(d)(4)(xi) number of days specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any late payment penalties in connection with any payment X to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the 1122(d)(4)(xii) late payment was due to the obligor's error or omission. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made on behalf of an obligor are posted X within two business days to the obligor's records maintained by the servicer, or such other number of days specified in 1122(d)(4)(xiii) the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any external enhancement or other support, identified in Item X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
CHASE JPMCB - Prime Management's Report on Assessment of Compliance with Applicable Servicing Criteria JPMorgan Chase Bank, National Association (the "Asserting Party") is responsible for assessing compliance as of December 31, 2006 and for the period from January 1, 2006 through December 31, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), excluding the inapplicable servicing criteria as set forth in Exhibit A hereto (such criteria, after giving effect to the exclusions identified on Exhibit A, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by prime residential mortgages serviced on the Real Estate ("RE") servicing system where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"). The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on our assessment of compliance with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period as set forth in this report. JPMorgan Chase Bank, National Association Signed: /s/ David Lowman ---------------- Name: David Lowman Title: Executive Vice President Date: 02/26/2007 JPMCB - Prime EXHIBIT A
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria - -------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - -------------------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any X(1) performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to X third parties, policies and procedures are instituted to monitor the third party's performance and compliance with 1122(d)(1)(ii) such servicing activities. - -------------------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a X 1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained, - -------------------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the 1122(d)(1)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - -------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans are deposited into the X appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made via wire transfer on behalf of an obligor X 1122(d)(2)(ii) or to an investor are made only by authorized personnel. - -------------------------------------------------------------------------------------------------------------------------------- Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- The related accounts for the transaction, such as cash X reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Each custodial account is maintained at a federally insured X 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-l(b)(l) of the Securities 1122(d)(2)(v) Exchange Act. - -------------------------------------------------------------------------------------------------------------------------------- Unissued checks are safeguarded so as to prevent unauthorized X 1122(d)(2)(vi) access. - -------------------------------------------------------------------------------------------------------------------------------- Reconciliations are prepared on a monthly basis for all X 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 transactidn 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 1122(d)(2)(vii) the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (1) The Asserting Party monitors events of default as obligated pursuant to the transaction agreements. JPMCB - Prime
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria - -------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - -------------------------------------------------------------------------------------------------------------------------------- Reports to investors, including those to be filed with the X 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 1122(d)(3)(i) Servicer. - --------------------------------------------------------------------------------------------------------------------------------- Amounts due to investors are allocated and remitted in X accordance with timeframes, distribution priority and other terms 1122(d)(3)(ii) set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Disbursements made to an investor are posted within two X business days to the Servicer's investor records, or such 1122(d)(3)(iii) other number of days specified in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Amounts remitted to investors per the investor reports X agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. - --------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - --------------------------------------------------------------------------------------------------------------------------------- Collateral or security on mortgage loans is maintained as X required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. - --------------------------------------------------------------------------------------------------------------------------------- Mortgage loan and related documents are safeguarded as X 1122(d)(4)(ii) required by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Any additions, removals or substitutions to the asset pool X are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans, including any payoffs, made in X 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 1122(d)(4)(iv) accordance with the related mortgage loan documents. - --------------------------------------------------------------------------------------------------------------------------------- The Servicer's records regarding the mortgage loans agree X with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. - --------------------------------------------------------------------------------------------------------------------------------- Changes with respect to the terms or status of an obligor's X mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorised personnel in accordance with the transaction agreements and related pool 1122(d)(4)(vi) asset documents. - --------------------------------------------------------------------------------------------------------------------------------- Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Records documenting collection efforts are maintained during X the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records arc 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 1122(d)(4)(viii) or unemployment). - --------------------------------------------------------------------------------------------------------------------------------
JPMCB - Prime
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria - -------------------------------------------------------------------------------------------------------------------------------- Adjustments to interest rates or rates of return for mortgage X loans with variable rates are computed based on the related 1122(d)(4)(ix) mortgage loan documents. - -------------------------------------------------------------------------------------------------------------------------------- Regarding any funds held in trust for an obligor (such as X 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 1122(d)(4)(x) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Payments made on behalf of an obligor (such as tax or X insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other 1122(d)(4)(xi) number of days specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any late payment penalties in connection with any payment X to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the 1122(d)(4)(xii) late payment was due to the obligor's error or omission. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made on behalf of an obligor are posted X within two business days to the obligor's records maintained by the servicer, or such other number of days specified in 1122(d)(4)(xiii) the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any external enhancement or other support, identified in Item X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
CHASE Chase Home Finance LLC 3415 Vision Drive Columbus, OH 43219 Authorized Signature for JPMorgan Chase NA Annual Compliance Reporting: /s/ David Lowman 2/22/07 - ------------------ ------------- David Lowman Date Executive Vice-President
EX-33.E 7 ex33e.txt O C W E N Certification Regarding Compliance with Applicable Servicing Criteria I. Ocwen Loan Servicing, LLC ("Ocwen") is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2006 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report include assetbacked securities transactions for which Ocwen acted as servicer involving residential mortgage loans other than transactions closing prior to the effective date of Regulation AB (the "Platform") as set forth in Appendix B hereto; 2. Ocwen has engaged certain vendors (the "Vendors") to perform specific, limited or scripted activities, and Ocwen elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Appendix A hereto; 3. Except as set forth in paragraph 4 below, Ocwen used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria; 4. The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix A hereto are inapplicable to Ocwen based on the activities it performs, directly or through its Vendors, with respect to the Platform; 5. Ocwen 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; 6. Ocwen has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform taken as a whole; 7. Ocwen has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform taken as a whole; and 8. Crowe Chizek and Company LLC, a registered public accounting firm, has issued an attestation report on Ocwen's assessment of compliance with the applicable servicing criteria for the Reporting Period. March 8, 2007 Ocwen Loan Servicing, LLC By:/s/ Ronald Servicing, LLC ------------------------------ Name: Ronald M. Faris Title: President Appendix A
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by subservicer NOT Vendor(s) or vender(s) Performed for which for which by Ocwen is Ocwen is Ocwen or the NOT the by Performed Responsible Responsible subservicer(s) Directly Party Party or vendor(s) by retained by Ocwen Ocwen - -------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - -------------------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any X performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to X third parties, policies and procedures are instituted to monitor the third party's performance and compliance with 1122(d)(1)(ii) such servicing activities. - -------------------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a X 1122(d)(1)(iii) back-up servicer for the pool assets are maintained, - -------------------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the 1122(d)(1)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - -------------------------------------------------------------------------------------------------------------------------------- Payments on pool assets are deposited into the X(1) X(1) appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made via wire transfer on behalf of an obligor X 1122(d)(2)(ii) or to an investor are made only by authorized personnel. - -------------------------------------------------------------------------------------------------------------------------------- Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- The related accounts for the transaction, such as cash X reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Each custodial account is maintained at a federally insured X 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-l(b)(l) of the Securities 1122(d)(2)(v) Exchange Act. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (1) Both Regulus Group LLC and Ocwen perform aspects of this servicing criteria Regulus is responsible for depositing any checks received into the paymentdeposit account. Ocwen is responsible for other forms of payments, and the sweeping of funds deposited in the payment deposit account to the appropriate deal level custodial bank accounts.
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by subservicer NOT Vendor(s) or vender(s) Performed for which for which by Ocwen is Ocwen is Ocwen or the NOT the by Performed Responsible Responsible subservicer(s) Directly Party Party or vendor(s) by retained by Ocwen Ocwen - -------------------------------------------------------------------------------------------------------------------------------- Unissued checks are safegaurded so as to prevent 1122(d)(2)(vi) unauthorized access. X(2) X(2) - -------------------------------------------------------------------------------------------------------------------------------- Reconciliations are prepared on a monthly basis for all X 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 transactidn 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 1122(d)(2)(vii) the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - --------------------------------------------------------------------------------------------------------------------------------- Reports to investors, including those to be filed with the X(3) 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 pool assets serviced by the 1122(d)(3)(i) Servicer. - --------------------------------------------------------------------------------------------------------------------------------- Amounts due to investors are allocated and remitted in X(3) accordance with timeframes, distribution priority and other 1122(d)(3)(ii) terms set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Disbursements made to an investor are posted within two X(3) business days to the Servicer's investor records, or such 1122(d)(3)(iii) other number of days specified in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Amounts remitted to investors per the investor reports X(3) agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank bank. - ---------------------------------------------------------------------------------------------------------------------------------
- ---------- (2) Assurant, Inc. and Ocwen each issue checks and maintain unissued checks. Assurant issues checks for the insurance advances, while Ocwcn issues all other checks. (3) Ocwen has determined for purposes of assessing the servicing criteria listed in Items 1122(d)(3)(i)-(iv) that, pursuant to the Securities and Exchange Commission Telephone Interpretation 1103, the term "investor" as used in those Items does not pertain to the entity to which Ocwcn provides the applicable information (i.e. Master Servicer, Trustee, etc.) and includes certificate and bond holders. Consequently, the information regarding such Items provided herein relates to Ocwen's provision of such information to the entity who ultimately disseminates such information to the investors.
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by subservicer NOT Vendor(s) or vender(s) Performed for which for which by Ocwen is Ocwen is Ocwen or the NOT the by Performed Responsible Responsible subservicer(s) Directly Party Party or vendor(s) by retained by Ocwen Ocwen - -------------------------------------------------------------------------------------------------------------------------------- Statements. - -------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - --------------------------------------------------------------------------------------------------------------------------------- Collateral or security on pool assets is maintained as X required by the transaction agreements or related pool asset 1122(d)(4)(i) loan documents. - --------------------------------------------------------------------------------------------------------------------------------- Pool assets and related documents are safeguarded as X 1122(d)(4)(ii) required by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Any additions, removals or substitutions to the asset pool X are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Payments on pool assets, including any payoffs, made in X(4) X(4) accordance with the related pool asset documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in 1122(d)(4)(iv) accordance with the related pool asset documents. - --------------------------------------------------------------------------------------------------------------------------------- The Servicer's records regarding the pool assets agree X with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. - --------------------------------------------------------------------------------------------------------------------------------- Changes with respect to the terms or status of an obligor's X pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorised personnel in accordance with the transaction agreements and related pool 1122(d)(4)(vi) asset documents. - --------------------------------------------------------------------------------------------------------------------------------- Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Records documenting collection efforts are maintained during X the period a pool asset is delinquent in accordance with the transaction agreements. Such records arc 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 1122(d)(4)(viii) or unemployment). - --------------------------------------------------------------------------------------------------------------------------------- Adjustments to interest rates or rates of return for pool X assets with variable rates are computed based on the related 1122(d)(4)(ix) pool asset documents. - ---------------------------------------------------------------------------------------------------------------------------------
- ---------- (4) Regulus transmits a daily data file that represents payments received for the current day to Oewen. Ocwen then loads the data file received from Regulus in its servicing system, which then applies the finds in accordance with the terms of the related transaction agreements.
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by subservicer NOT Vendor(s) or vender(s) Performed for which for which by Ocwen is Ocwen is Ocwen or the NOT the by Performed Responsible Responsible subservicer(s) Directly Party Party or vendor(s) by retained by Ocwen Ocwen - -------------------------------------------------------------------------------------------------------------------------------- Regarding any funds held in trust for an obligor (such as X 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 1122(d)(4)(x) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Payments made on behalf of an obligor (such as tax or X(5) X(5) insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other 1122(d)(4)(xi) number of days specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any late payment penalties in connection with any payment X(6) X(6) to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the 1122(d)(4)(xii) late payment was due to the obligor's error or omission. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made on behalf of an obligor are posted X(7) X(7) within two business days to the obligor's records maintained by the servicer, or such other number of days specified in 1122(d)(4)(xiii) the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any external enhancement or other support, identified in Item X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- 5. Assurant, Inc. and First American Real Estate Solutions of Texas, L.P. ("First American") transmit daily data files for insurance and taxes, respectively, which represent payments received for the current day to Ocwen. Ocwen loads the data files into its servicing system, which records the disbursements in the system and then sends the applicable funds via mail or wire. 6. First American identifies late payments and includes them as of the daily data transmissions. Ocwen identifies late payments in the data transmissions and credits to the borrower's applicable account on its servicing system. Ocwen also maintains control reports to identify any late payments not identified by First American. 7. First American transmits daily data files that represent disbursements required to be made by Ocwen. Ocwen loads the stat file into its servicing system and records the disbursements on the system. APPENDIX B Deal Name. ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP2 ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL1 ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL2 ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP3 ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4 ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP5 ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASL1 ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1 ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE2 ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE3 ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE4 ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD1 ACE Securities Corp. Home Equity Loan Trust. Series 2006-SD2 ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD3 ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL3 BanCap Asset Securitization Issuance Corporation, Mortgage Loan Assets Bravo Mortgage Asset Backed Pass-Through Certificates, Series 2006-1 Citigroup Mortgage Loan Trust Inc. Asset-Backed Pass-Through Certificates, Series 2006-HE3 CS Home Equity Mortgage Trust Series 2006-3 CS Home Equity Mortgage Trust Series 2006-4 CS Home Equity Mortgage Trust Series 2006-5 CSFB Home Equity Asset Trust 2006-2 CS Home Equity Mortgage Trust Series 2006-1 CS Home Equity Mortgage Trust Series 2006-2 Credit Suisse Seasoned Loan Trust 2006-1 GSAA Home Equity Trust 2006-Si GSAMP Trust 2006-NC2 GSAMP Trust 2006-S2 GSAMP Trust 2006-S3 GSAMP Trust 2006-S4 OSAMP Trust 2006-S5 GSAMP Trust 2006-56 GSAMP Trust 2006-SD2 GSAMP Trust 2006-SD3 GSAMP Trust 2006-SEAl GSRPM Mortgage Loan Trust 2006-2 Deal Name MASTR Asset Backed Securities Trust 2006-AM1 MASTR Asset Backed Securities Trust 2006-AM3 Nomura Asset Acceptance Corporation Series 2006-S1 Nomura Asset Acceptance Corporation Series 2006-S2 Nomura Asset Acceptance Corporation Series 2006-S3 Nomura Asset Acceptance Corporation Series 2006-S4 Nomura Asset Acceptance Corporation Series 2006-S5 Nomura Home Equity Loan, Inc., Series 2006-HE1 Nomura Home Equity Loan, Inc., Series 2006-HE2 Nomura Home Equity Loan, Inc., Series 2006-HE3 Renaissance Home Equity Loan Trust 2006-1 Renaissance Home Equity Loan Trust 2006-2 Renaissance Home Equity Loan Trust 2006-3 Renaissance Home Equity Loan Trust 2006-4 ResMAE Asset Backed Pass-Through Certificates, Series 2006-1 Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates, Series 2006-4 Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2006-S2 Soundview Home Loan Trust 2007-EQ2 Soundview Home Loan Trust 2006-NLCl
EX-33.F 8 ex33f.txt Wells Home Wells Fargo Home Mortgage Fargo Mortgage One Home Campus Des Moines, IA S0328-0001 YourWellsFargoMortgage.com 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 Wells Fargo Home Mortgage is a division of Wells Fargo Bank, N.A. EXHIBIT A to Wells Fargo Bank, N.A.'s 2006 Certification Regarding Compliance With Applicable Servicing Criteria
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by Servicer Vendor(s) - -------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - -------------------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any X performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to X third parties, policies and procedures are instituted to monitor the third party's performance and compliance with 1122(d)(1)(ii) such servicing activities. - -------------------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a X 1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained, - -------------------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the 1122(d)(1)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - -------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans are deposited into the X(1) X(2) appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made via wire transfer on behalf of an obligor X 1122(d)(2)(ii) or to an investor are made only by authorized personnel. - -------------------------------------------------------------------------------------------------------------------------------- Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- The related accounts for the transaction, such as cash X reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Each custodial account is maintained at a federally insured X 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-l(b)(l) of the Securities 1122(d)(2)(v) Exchange Act. - -------------------------------------------------------------------------------------------------------------------------------- Unissued checks are safeguarded so as to prevent unauthorized X(3) X(4) 1122(d)(2)(vi) access. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (1) A portion of this servicing criteria is performed by a vendor, as set forth in footnote 2 below. (2) 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. (3) A portion of this servicing criteria is performed by vendors, as set forth in footnote 4 below. (4) Insurance vendors prepare and safeguard checks on behalf of Wells Fargo. As to one such vendor, see Exhibit D.
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by Servicer Vendor(s) - -------------------------------------------------------------------------------------------------------------------------------- Reconciliations are prepared on a monthly basis for all X 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 transactidn 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 1122(d)(2)(vii) the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - --------------------------------------------------------------------------------------------------------------------------------- Reports to investors, including those to be filed with the X 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 1122(d)(3)(i) Servicer. - --------------------------------------------------------------------------------------------------------------------------------- Amounts due to investors are allocated and remitted in X accordance with timeframes, distribution priority and other terms 1122(d)(3)(ii) set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Disbursements made to an investor are posted within two X business days to the Servicer's investor records, or such 1122(d)(3)(iii) other number of days specified in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Amounts remitted to investors per the investor reports X agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. - --------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - --------------------------------------------------------------------------------------------------------------------------------- Collateral or security on mortgage loans is maintained as X required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. - --------------------------------------------------------------------------------------------------------------------------------- Mortgage loan and related documents are safeguarded as X 1122(d)(4)(ii) required by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Any additions, removals or substitutions to the asset pool X are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans, including any payoffs, made in X(5) X(6) 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 1122(d)(4)(iv) accordance with the related mortgage loan documents. - --------------------------------------------------------------------------------------------------------------------------------- The Servicer's records regarding the mortgage loans agree X with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. - --------------------------------------------------------------------------------------------------------------------------------- Changes with respect to the terms or status of an obligor's X mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorised personnel in accordance with the transaction agreements and related pool 1122(d)(4)(vi) asset documents. - ---------------------------------------------------------------------------------------------------------------------------------
- ---------- (5) A portion of this servicing criteria is performed by a vendor, as set forth in footnote 6 below. (6) 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.
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by by Servicer Vendor(s) - -------------------------------------------------------------------------------------------------------------------------------- Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Records documenting collection efforts are maintained during X the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records arc 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 1122(d)(4)(viii) or unemployment). - -------------------------------------------------------------------------------------------------------------------------------- Adjustments to interest rates or rates of return for mortgage X loans with variable rates are computed based on the related 1122(d)(4)(ix) mortgage loan documents. - -------------------------------------------------------------------------------------------------------------------------------- Regarding any funds held in trust for an obligor (such as X 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 1122(d)(4)(x) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Payments made on behalf of an obligor (such as tax or X(7) X(8) insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other 1122(d)(4)(xi) number of days specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any late payment penalties in connection with any payment X to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the 1122(d)(4)(xii) late payment was due to the obligor's error or omission. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made on behalf of an obligor are posted X(9) X(10) within two business days to the obligor's records maintained by the servicer, or such other number of days specified in 1122(d)(4)(xiii) the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any external enhancement or other support, identified in Item X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- (7) A portion of this servicing criteria is performed by vendors, as set forth in footnote 8 below, (8) Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments to payees. As to one such vendor, see Exhibit D. (9) 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. 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 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 REGULUS Report on Assessment of Compliance with Regulation AB Servicing Criteria 1. Pursuant to Subpart 229.1100 - Asset Backed Securities, 17 C.F.R. 229.1100-229.1123 ("Regulation AB"), Regulus Group LLC, for itself and its wholly-owned subsidiaries (individually and collectively "Regulus"), is responsible for assessing its compliance with the servicing criteria applicable to the remittance processing services it provides to customers who are issuers or servicers of asset backed securities transactions and who have requested confirmation of Regulus' compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the "Platform"). Remittance processing is a service whereby check payments that are remitted by mail to a post office box are collected, processed through a highly automated data capture system, and prepared for deposit to a bank account held by the beneficiary of the payment. 2. The servicing criteria set forth in Item 1122(d) of Regulation AB were used in Regulus' assessment of compliance. Regulus has concluded that the servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of Regulation AB are applicable to the servicing activities it performs with respect to the Platform (such criteria the "Applicable Servicing Criteria"). Regulus has concluded that the remainder of the servicing criteria set forth in Item 1122(d) of Regulation AB are inapplicable to the activities it performs with respect to the Platform because Regulus does not participate in the servicing activities referenced by such servicing criteria. 3. As of and for the year ending December 31, 2006, Regulus has complied in all material respects with the Applicable Servicing Criteria set forth in Item 1122(d) of Regulation AB. 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 660 LATOUR COURT NAPA, CA 94558 TEL 707.254.4000 FAX: 707.254.4070 REGULUSGROUP.COM KPMG KPMG LLP 601 Market Street Philadelphia, PA 19103-2499 Report of Independent Registered Public Accounting Firm The Board of Members Regulus Group LLC: We have examined management's assessment for those customers that management has informed us have requested confirmation of compliance, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria, that Regulus Group LLC complied with the servicing criteria set Forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and Exchange Commission's Regulation AB for remittance processing services to those issuers of asset backed securities and servicers of loan and/or receivables portfolios that include pool assets for asset backed securities 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 KPMG LLP a U.S. limited liability partnership. is the U.S. member firm of KPMG International, a Swiss cooperative. ZC STERLING ZC Sterling Corporation 210 Interstate North Parkway Suite. 400 Atlanta, GA 30339 Tel 770.690.8400 Fax 770.690.8240 http://www.zcsterling.com 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(v), 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. ABN Arnro 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 ERNST&YOUNG Ernst &Young LLP Phone (404) 874-8300 Suite 2800 www.ey.com 600 Peachtree Street Atlanta, Georgia 30308-2215 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) l(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 A Member Practice of Ernst & Young Global
EX-33.G 9 ex33g.txt New Century Mortgage Corporation Certification Regarding Compliance with Applicable Servicing Criteria 1. New Century Mortgage Corporation, (the "Servicer") is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2006 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report include asset-backed securities transactions for which the Servicer acted as servicer involving residential mortgage loans as set forth in Appendix B (the "Platform"); 2. Except as set forth in paragraph 3 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; 3. The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix A hereto are inapplicable to the Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform; 4. Due to the instances of material noncompliance, as described on Appendix C hereto, the Servicer did not comply with the servicing set forth in Item 1122(d) of Regulation AB as of and for the 12-month period ending December 31, 2006, for loans serviced by the Servicer that were included in publicly issued mortgage-backed security transactions issued on or after January 1, 2006. 5. KPMG LLP, the Servicer's independent registered public accounting firm, has not completed its examination of the Servicer's compliance with the applicable servicing criteria set forth in Appendix A hereto as of and for the year ended December 31, 2006. KPMG LLP's report dated April 4, 2007 on the Servicer's compliance with such servicing criteria disclaims an opinion. April 4, 2007 New Century Mortgage Corporation By: /s/ Kevin Cloyd ------------------------- Name: Kevin Cloyd Title: Executive Vice President Appendix A
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by NOT by subservicer(s) Performed Vendor(s) or vender(s) by for which for which New Century New New Century or by Performed Century is is NOT the subservicer(s) Directly the Responsible or vendor(s) by Responsible Party retained by New Century Party the Company - -------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - -------------------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any X performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to X third parties, policies and procedures are instituted to monitor the third party's performance and compliance with 1122(d)(1)(ii) such servicing activities. - -------------------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a X 1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained. - -------------------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the 1122(d)(1)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - -------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans are deposited into the X(1) X(1) appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made via wire transfer on behalf of an obligor X 1122(d)(2)(ii) or to an investor are made only by authorized personnel. - -------------------------------------------------------------------------------------------------------------------------------- Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- The related accounts for the transaction, such as cash X reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Each custodial account is maintained at a federally insured X 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 1122(d)(2)(v) Exchange Act. - --------------------------------------------------------------------------------------------------------------------------------
------------------------------ 1 1122(d)(2)(i) is performed directly by New Century only as it relates to the recording and application of borrowers payments. The initial processing of cash receipts at the lockbox was performed by a vendor that did not provide an Item 1122 attestation report.
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by NOT by subservicer(s) Performed Vendor(s) or vender(s) by for which for which New Century New New Century or by Performed Century is is NOT the subservicer(s) Directly the Responsible or vendor(s) by Responsible Party retained by New Century Party the Company - -------------------------------------------------------------------------------------------------------------------------------- Unissued checks are safegaurded so as to prevent X 1122(d)(2)(vi) unauthorized access. - -------------------------------------------------------------------------------------------------------------------------------- Reconciliations are prepared on a monthly basis for all X 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 transactidn 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 1122(d)(2)(vii) the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - --------------------------------------------------------------------------------------------------------------------------------- Reports to investors, including those to be filed with the X X(2) 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 1122(d)(3)(i) Servicer. - --------------------------------------------------------------------------------------------------------------------------------- Amounts due to investors are allocated and remitted in X accordance with timeframes, distribution priority and other 1122(d)(3)(ii) terms set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Disbursements made to an investor are posted within two X business days to the Servicer's investor records, or such 1122(d)(3)(iii) other number of days specified in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Amounts remitted to investors per the investor reports X agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. - --------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - --------------------------------------------------------------------------------------------------------------------------------- Collateral or security on mortgage loans is maintained as X required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. - --------------------------------------------------------------------------------------------------------------------------------- Mortgage loans and related documents are safeguarded as X 1122(d)(4)(ii) required by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Any additions, removals or substitutions to the asset pool X are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. - ---------------------------------------------------------------------------------------------------------------------------------
2. 1122(d)(3)(1)(C) is not performed directly by New Century and the servicer obtained an assertion of management and an accompanying Item 1122 attestation report from the party performing such activities.
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by NOT by subservicer(s) Performed Vendor(s) or vender(s) by for which for which New Century New New Century or by Performed Century is is NOT the subservicer(s) Directly the Responsible or vendor(s) by Responsible Party retained by New Century Party the Company - -------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans, including any payoffs, made in X(3) X(3) 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 1122(d)(4)(iv) accordance with the related mortgage loan documents. - --------------------------------------------------------------------------------------------------------------------------------- The Servicer's records regarding the mortgage loans agree X with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. - -------------------------------------------------------------------------------------------------------------------------------- Changes with respect to the terms or status of an obligor's X mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorised personnel in accordance with the transaction agreements and related pool 1122(d)(4)(vi) asset documents. - -------------------------------------------------------------------------------------------------------------------------------- Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Records documenting collection efforts are maintained during X the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records arc 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 1122(d)(4)(viii) or unemployment). - -------------------------------------------------------------------------------------------------------------------------------- Adjustments to interest rates or rates of return for mortgage X loans with variable rates are computed based on the related 1122(d)(4)(ix) pool asset documents. - -------------------------------------------------------------------------------------------------------------------------------- Regarding any funds held in trust for an obligor (such as X escrow accounts): (A) such funds are analyzed, in accordance with the obligor's mortgage loans 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 mortage 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 1122(d)(4)(x) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Payments made on behalf of an obligor (such as tax or X insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other 1122(d)(4)(xi) number of days specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any late payment penalties in connection with any payment X to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the 1122(d)(4)(xii) late payment was due to the obligor's error or omission. - --------------------------------------------------------------------------------------------------------------------------------
3. 1122(d)(4)(iv) is performed directly by New Century only as it relates to the recording and application of borrower payments. The initial processing of cash receipts at the lockbox was performed by a vendor that did not provide an Item 1122 attestation report.
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria Performed Performed by NOT by subservicer(s) Performed Vendor(s) or vender(s) by for which for which New Century New New Century or by Performed Century is is NOT the subservicer(s) Directly the Responsible or vendor(s) by Responsible Party retained by New Century Party the Company - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made on behalf of an obligor are posted X(4) X(4) within two business days to the obligor's records maintained by the servicer, or such other number of days specified in 1122(d)(4)(xiii) the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any external enhancement or other support, identified in Item X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------
- ---------- 4. 1122(d)(4)(xiii) is performed directly by New Century only as it relates to processing of insurance payments. Tax payments are processed by a vendor for which the Company has obtained an Item 1122 attestation report from the vendor performing such activities. APPENDIX B TRANSACTIONS IDENTIFIED ON PLATFORM Transaction Name Closing Date CMLT 2006-NC1 February 8, 2006 NCHET 2006-S1 February 27, 2006 NCHET 2006-1 March 30, 2006 CMLTI 2006-NC1 June 1, 2006 CMLT 2006-NC2 June 21, 2006 NCHET 2006-Alt 1 June 22, 2006 NCHET 2006-2 June 29, 2006 CMLT 2006-NC3 August 10, 2006 CMLTI 2006-NC2 September 1, 2006 MLT 2006-NC4 September 28, 2006 CMLTI 2006-HE3 December 1, 2006 CMLT 2006-NC5 December 19, 2006 APPENDIX C 1. New Century (the "Servicer") has identified the following material noncompliance with servicing criteria 1122(d)(1)(ii), 1122(d)(1)(iv), 1122(d)(2)(vii)(B), 1122(d)(4)(vi) and 1122(d)(4)(vii) applicable to the Platform during the year ended December 31, 2006 as follows: Servicing criteria 1122(d)(1)(ii) The Servicer did not have adequate policies and procedures in place to monitor the material servicing activities outsourced to the third party performing the initial processing of cash receipts at the lockbox. Servicing criteria 1122(d)(1)(iv) The Servicer did not maintain adequate fidelity bond coverage. Servicing criteria 1122(d)(2)(vii)(B) The Servicer did not complete bank account reconciliations within the time required. Servicing criteria 1122(d)(4)(vi) The Servicer did not review and approve changes to the terms or status of an obligor's pool asset as required by the respective transaction agreements and related pool asset documents. Servicing criteria 1122(d)(4)(vii) The Servicer did not: Initiate, conduct and conclude loss mitigation or recovery actions within time frames or other requirements of therespective transaction agreements; Execute forbearance plans as required by the respective transaction agreements; Execute pre-foreclosure sales or short payoffs resulting from the acceptance of funds in an amount that is less than the total borrower indebtedness as required by the respective transaction agreements; and Execute foreclosures as required by the respective transaction agreements.
EX-33.H 10 ex33h.txt Wells Fargo Wells Fargo Bank, N.A. Document Custody 1015 10th Avenue SE Minneapolis, MN 55414 Appendix I ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (the "Company") is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. The Company has determined that the servicing criteria are applicable in regard to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and commercial mortgage-backed securities issued on or after January 1, 2006, for which the Company provides document custody services, excluding any publicly issued transactions issued by any government sponsored entity (the "Platform"). Applicable Servicing Criteria: The servicing criteria set forth in Item 1122(d)(4)(i) and 1122(d)(4)(ii), in regard to the activities performed by the Company with respect to the Platform (the "Applicable Servicing Criteria"). The Company has determined that all other servicing criteria set forth in Item 1122(d) are not applicable to the Platform. Period: Twelve months ended December 31, 2006 (the "Period"). With respect to the Platform, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria: 1. The Company is responsible for assessing the Company's compliance with the Applicable Servicing Criteria as of and for the Period. 2. The Company has assessed compliance with the Applicable Servicing Criteria. In performing this assessment, the Company used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects with the Applicable Servicing Criteria. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the Company's assessment of compliance as of and for the Period. WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Shari L. Gillund ------------------------------------- Shari L. Gillund Its: Senior Vice President Dated: March 1, 2007 EX-33.I 11 ex33i.txt RESTATED REPORT ON ASSESSMENT OF COMPLIANCE WITH Section 1122(d)(2)(vi), Section 1122(d)(4)(xi) and Section 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 Section 1122(d)(2)(vi), Section 1122(d)(4)(xi) and Section 1122(d)(4)(xii) of Title 17, Section 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 Section 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 Section 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.J 12 ex33j.txt REGULUS Report on Assessment of Compliance with Regulation AB Servicing Criteria 1. Pursuant to Subpart 229.1100-Asset Backed Securities, 17 C.F.R. 229.1100-229.1123 ("Regulation AB"), Regulus Group LLC, for itself and its wholly-owned subsidiaries (individually and collectively "Regulus"), is responsible for assessing its compliance with the servicing criteria applicable to the remittance processing services it provides to customers who are issuers or servicers of asset backed securities transactions and who have requested confirmation of Regulus' compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the "Platform ). Remittance processing is a service whereby check payments that are remitted by mail to a post office box are collected, processed through a highly automated data capture system, and prepared for deposit to a bank account held by the beneficiary of the payment. 2. The servicing criteria set forth in Item 1122(d) of Regulation AB were used in Regulus' assessment of compliance. Regulus has concluded that the servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of Regulation AB are applicable to the servicing activities it performs with respect to the Platform (such criteria the "Applicable Servicing Criteria"). Regulus has concluded that the remainder of the servicing criteria set forth in Item 1122(d) of Regulation AB are inapplicable to the activities it performs with respect to the Platform because Regulus does not participate in the servicing activities referenced by such servicing criteria. 3. As of and for the year ending December 31, 2006, Regulus has complied in all material respects with the Applicable Servicing Criteria set forth in Item 1122(d) of Regulation AB. 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 860 LAT0UR COURT NAPA, CA 94558 TEL:707.254.4000 FAX: 707.254.4070 REGULUSGROUP.COM EX-33.K 13 ex33k.txt 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, Sections 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 Regulations (the "CFR") applicable to the Asserting Party (the "Applicable Servicing Criteria"). The transactions covered by this report 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 Party 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 its 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 bank 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 ESTATE 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.L 14 ex33l.txt ZC STERLING KEEPING YOU FIRST ZC Sterling Corporation 210 Interstate North Parkway Suite 400 Atlanta, GA 30339 Tel 770.690.8400 Fax 770.690,8240 http:// ww.zcsterling.com Report on Assessment of Compliance with Securities and Exchange Commission's Regulation AR 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 asses: 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. ABN 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 EXHIBIT B SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE The assessment of compliance to be delivered by Vendor shall address, at a minimum, the criteria identified below as "Applicable Servicing Criteria":
- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria - -------------------------------------------------------------------------------------------------------------------------------- General Servicing Considerations - -------------------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with 1122(d)(1)(ii) such servicing activities. - -------------------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a 1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained, - -------------------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect X on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the 1122(d)(1)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration - -------------------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the 1122(d)(2)(i) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made via wire transfer on behalf of an obligor 1122(d)(2)(ii) or to an investor are made only by authorized personnel. - -------------------------------------------------------------------------------------------------------------------------------- Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- 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-l(b)(l) of the Securities 1122(d)(2)(v) Exchange Act. - -------------------------------------------------------------------------------------------------------------------------------- Unissued checks are safeguarded so as to prevent unauthorized X 1122(d)(2)(vi) access. - -------------------------------------------------------------------------------------------------------------------------------- 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 transactidn 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 1122(d)(2)(vii) the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Investor Remittances and Reporting - --------------------------------------------------------------------------------------------------------------------------------- Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the 1122(d)(3)(i) Servicer. - --------------------------------------------------------------------------------------------------------------------------------- Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms 1122(d)(3)(ii) set forth in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such 1122(d)(3)(iii) other number of days specified in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. - --------------------------------------------------------------------------------------------------------------------------------- Pool Asset Administration - --------------------------------------------------------------------------------------------------------------------------------- Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. - ---------------------------------------------------------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Criteria - -------------------------------------------------------------------------------------------------------------------------------- Reference Criteria - -------------------------------------------------------------------------------------------------------------------------------- Mortgage loan and related documents are safeguarded as 1122(d)(4)(ii) required by the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. - --------------------------------------------------------------------------------------------------------------------------------- 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 1122(d)(4)(iv) accordance with the related mortgage loan documents. - --------------------------------------------------------------------------------------------------------------------------------- The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal. - --------------------------------------------------------------------------------------------------------------------------------- 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 authorised personnel in accordance with the transaction agreements and related pool 1122(d)(4)(vi) asset documents. - -------------------------------------------------------------------------------------------------------------------------------- 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 1122(d)(4)(vii) requirements established by the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records arc 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 1122(d)(4)(viii) or unemployment). - -------------------------------------------------------------------------------------------------------------------------------- Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related 1122(d)(4)(ix) mortgage loan documents. - -------------------------------------------------------------------------------------------------------------------------------- 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 1122(d)(4)(x) specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Payments made on behalf of an obligor (such as tax or X insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other 1122(d)(4)(xi) number of days specified in the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any late payment penalties in connection with any payment X to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the 1122(d)(4)(xii) late payment was due to the obligor's error or omission. - -------------------------------------------------------------------------------------------------------------------------------- Disbursements made on behalf of an obligor are posted X within two business days to the obligor's records maintained by the servicer, or such other number of days specified in 1122(d)(4)(xiii) the transaction agreements. - -------------------------------------------------------------------------------------------------------------------------------- Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. - -------------------------------------------------------------------------------------------------------------------------------- Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. - ---------------------------------------------------------------------------------------------------------------------------------
- ---------- ZC Sterling Insurance Agency, Inc Date: 2/20/2007 By:/s/Aurthor J. Castner ------------------------------ Name:Aurthor J. Castner Title: SVP
EX-33.M 15 ex33m.txt RESTATED REPORT ON ASSESSMENT OF COMPLIANCE WITH Section 1122(d)(2)(vi), Section 1122(d)(4)(xi) and Section 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 Section 1122(d)(2)(vi), Section 1122(d)(4)(xi) and Section 1122(d)(4)(xii) of Title 17, Section 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 Section 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 Section 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.N 16 ex33n.txt Appendix I MANAGEMENT'S ASSERTION OF COMPLIANCE Management of the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the "Company") is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d)of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria arc applicable in regard to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006 for which the Company provides trustee, securities administration or paying agent services, excluding any publicly issued transactions sponsored or issued by any government sponsored entity (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), except for the following criteria: 1122(d)(2)(iii),1122(d)(4)(iv), 1122(d)(4)(v),1122(d)(4)(vi), 1122(d)(4)(vii),1122(d)(4)(viii), 1122(d)(4) (ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the "Applicable Servicing Criteria"). Period: Twelve months ended December 31, 2006 (the "Period"). Management's interpretation of Applicable Servicing Criteria: The Company's management has determined that servicing criteria 1122(d)(1)(iii) is applicable only with respect to its continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain governing documents. It is management's interpretation that Deutsche Bank Trust Company America has no other active back-up servicing responsibilities in regards to 1122(d)(1)(iii) as of and for the Period. Third parties classified as vendors: With respect to servicing criteria 1122(d)(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii), management has engaged various vendors to perform the activities required by these servicing criteria. The Company's management has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company's management has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, management has asserted that it has policies and procedures in place to provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criteria applicable to each vendor. The Company's management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria. With respect to the Platform, the Company's management provides the following assertion of compliance with respect to the Applicable Servicing Criteria: 1. The Company's management is responsible for assessing the Company's compliance with the Applicable Servicing Criteria as of and for the Period. 2. The Company's management has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as of and for the Period. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the management's assertion of compliance with the Applicable Servicing Criteria as of and for the Period. Appendix I Deutche Bank National Trust Company By:/s/ Gary R. Vaughan ------------------------------------ Name: Gary R. Vaughan Its: Managing Director By: /s/ David Co ------------------------------------ Name: David Co Its: Director By: /s/ Jose Sicilia ------------------------------------ Name: Jose Sicilia Its: Managing Director By: /s/ Kevin Fischer ------------------------------------ Name: Kevin Fischer Its: Vice President By: /s/ Robert Frier ------------------------------------ Name: Robert Frier Its: Director Deutche Bank Trust Company Americas By: /s/ Kevin C. Weeks ------------------------------------ Name: Kevin C. Weeks Its: Managing Director By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Its: Director EX-33.O 17 ex33o.txt FIS FIS Tax Services TAX SERVICES 3100 New York Drive, Suite 100 A DIVISION OF FIDELITY Pasadena, Ca 91907 NATIONAL INFORMATION SERVICES tel: 626.345.2010 866.457.4112 fax: 626.398.5205 Management Compliance Statement Management of FIS Tax Services (FIS) and formerly known as LSI Tax Services, is responsible for assessing compliance with applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to residential mortgage loans (the Platform), except for General Servicing Consideration criteria (i) - (iv), Cash Collections and Administration (i) - (vii), Investor Remittances and Reporting (i) - (iv), and Pool Asset Administration (i) - (x), (xiv), and (xv), which FIS has determined are not applicable to the activities it performs with respect to the Platform. FIS' management has assessed the effectiveness of the Company's compliance with the applicable servicing criteria as of and for the year ended 2006. 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. FIS has determined the following servicing criteria in paragraph (d)(4) of Item 1122 are applicable to the activities it performed with respect to the Platform: (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. (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. (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. Based on such assessment, management believes that, as of and for the year ended December 31, 2006, FIS has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of the Platform. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to management's assessment of compliance with the applicable servicing criteria as of and for the year ended 2006. To the best of my knowledge and belief, based on such assessment, FIS has fulfilled all of its applicable obligations throughout the reporting period. /s/ Darryl A. De Bond ------------------------- Darryl A. De Bond Executive Vice President January 22, 2007 EX-34.A 18 ex34a.txt PRICEWATERHOUSE PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (846) 471 3000 Facsimile (813) 286 6000 Report of Independent Registered Public Accounting Firm To the Stockholder of Chase Home Finance LLC: We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that Chase Home Finance LLC (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB, as of and for the year ended December 31, 2006 (the "Reporting Period"), for asset backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), excluding criteria 1122(d)(1)(iii), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities performed by it with respect to the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination. Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities In compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2006 for the for asset-backed securities transactions backed by subprime residential mortgages serviced on the LSAMS I where the related asset-backed securities were outstanding during the Reporting Period is fairly stated, In all material respects. /s/ PricewaterhouseCoopers LLP February 26, 2007 EX-34.B 19 ex34b.txt 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 EX-34.C 20 ex34c.txt KPMG KPMG LLP Telephone 314 444 1400 Suite 900 Fax 314 444 1470 10 South Broadway Internet www.us.kpmg.com St. Louis, MO 63102-1761 Report of Independent Registered Public Accounting Firm The Board of Directors Citibank, N.A.: We have examined management's assessment, included in the accompanying Management Assessment of Compliance with Applicable Servicing Criteria, that Citibank, N.A. (the Custodian) complied with servicing criteria 1122(d)(4)(i) and 1122(d)(4)(ii) set forth in paragraph (d) of Item 1122 of the Securities and Exchange Commission's Regulation AB in connection with the servicing of residential mortgage loans for which the Custodian performs a custodial function pursuant to a custodial agreement with Citigroup Mortgage Loan Trust Inc. for post December 31, 2005 transactions (the Platform), as of and for the year ended December 31, 2006. Management is responsible for the Custodian's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assessment about the Custodian'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 Custodian'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 in which the Custodian performs a particular servicing function and determining whether the Custodian 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 Custodian 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 Custodian 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 custodian's compliance with the servicing criteria. In our opinion, management's assessment that the Custodian complied with certain servicing criteria outlined in Exhibit A in the accompanying Management Assessment of Compliance with Applicable Servicing Criteria, as of and for the year ended December 31, 2006 is fairly stated, in all material respects. /s/ KPMG LLP St. Louis, Missouri March 19, 2007 EX-34.D 21 ex34d.txt PRICEWATERHOUSECOOPERS - ----------------------------------------------------------------------------- PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 Report of Independent Registered Public Accounting Firm To the Stockholder of JPMorgan Chase Bank, National Association: We have examined management's assertion, included In the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that JPMorgan Chase Bank, National Association (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB, as of and for the year ended December 31, 2006 (the "Reporting Period") for asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), excluding criteria 1122(d)(1)(iii); 1122(d)(2)(i), (ii), (iii), (iv), (v), (vi), (vii); 1122(d)(3)(i), (ii), (iii), (iv); 1122(d)(4)(iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xiv), and (xv), which the Company has determined are not applicable to the activities performed by it with respect to the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination. Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2006 for the for asset-backed securities transactions backed by subprime residential mortgages serviced on the LSAMS I where the related asset- backed securities were outstanding during the Reporting Period is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP February 26, 2007 EX-34.E 22 ex34e.txt Crowe Crowe Chizek and company LLC Member Horwath International REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Audit Committee Ocwen Loan Servicing, LLC West Palm Beach, Florida We have examined management's assertion, included in the accompanying report, that Ocwen Loan Servicing, LLC (the Company) complied with the servicing criteria set forth in Item 1122(d) of the U.S. Securities and Exchange Commission's Regulation AB for the Residential Mortgage Loans Platform (the "Platform") as of and for the year ended December 31, 2006, excluding criteria 1122(1)(iii) and 1122(4)(xv), which management has determined are not applicable to the activities performed by the Company with respect to the Platform. The Platform consists of the asset-backed transactions and securities defined by management in Appendix B of Management's Report. Management is responsible for the Company's compliance with those minimum servicing standards. 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 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 for the Platform and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities constituting the Platform and evaluating whether the Company performed servicing activities related to those transactions and securities in compliance with the applicable servicing criteria for the period covered by this report. Accordingly, our testing may not have included servicing activities related to each asset-backed transaction or security constituting the Platform. Further, our examination was not designed to detect material noncompliance that may have occurred prior to the period covered by this report and that may have affected the Company's servicing activities 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 applicable servicing criteria. In our opinion, management's assertion referred to above is fairly stated, in all material respects, based on the aforementioned applicable servicing criteria. /s/ Crowe Chizek and Company LLC Crowe Chizek and Company LLC Fort Lauderdale, Florida March 8, 2007 EX-34.F 23 ex34f.txt KPMG KPMG LLP 2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309 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 in 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. l122(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. KPMG LLP a U.S. limited viability partnership, is the U.S. member form of KPMG International, a Swiss cooperative. KPMG 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(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"), with the exception of those vendors who have provided their own reports on assessment 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.G 24 ex34g.txt KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 Report of Independent Registered Public Accounting Firm The Board of Directors The Corporate Trust Services division of Wells Fargo Bank National Association: We have examined management's assertion, included in the accompanying Appendix I, that the Document Custody section of the Corporate Trust Services division of Wells Fargo Bank National Association complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgagebacked securities and commercial mortgage-backed securities issued on or after January 1, 2006 for which the Company provides document custody services, excluding any publicly issued transactions issued by any government sponsored entity (the Platform) as of and for the twelve months ended December 31, 2006. Management has determined that servicing criteria 1122(d)(4)(i) and 1122(d)(4)(ii) are applicable to the activities it performs with respect to the Platform, and that all other servicing criteria set forth in Item 1122(d) are not applicable to the document custody services provided by the Company with respect to the 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 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 assertion that the Company complied with the aforementioned servicing criteria as of and for the period ended December 31, 2006 is fairly stated, in all material respects. /s/ KPMG LLP Chicago, Illinois March 1, 2007 KPMG LLP, a U.S. limited Liability partnership, is the U.S, member firm of KPMG International, a Swiss cooperative. EX-34.H 25 ex34h.txt PRICEWATERHOUSECOOPERS - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 10 Tenth Street, Northwest 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 of 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.I 26 ex34i.txt KPMG KPMG LLC 1601 Market Street Philadelphia, PA 19103-2499 Report of Independent Registered Public Accounting Firm The Board of Members Regulus Group LLC: We have examined management's assessment for those customers that management has informed us have requested confirmation of compliance, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria, that Regulus Group LLC complied with the servicing criteria set forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and Exchange Commission's Regulation AB for remittance processing services to those issuers of asset backed securities and servicers of loan and/or receivables portfolios that include pool assets for asset backed securities 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 KPMG LLP, a U.S. Limitied Liability partnership in the U.S. member firm of KPMG International, a Swiss cooperative EX-34.J 27 ex34j.txt PRICEWATERHOUSECOOPERS PricewaterhouseCoopers.LLP Suite 1800 2001 Ross Ave. Dallas TX 75201-2997 Telephone (214) 999 1400 Facsimile (214) 754 7991 www.pwc.com 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 served 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), 1122(d)(2) (i)-(iv), 1122(d)(3)(i)-(iv), 1122(d)(4)(i)-(x) and 1122(d)(4)(xiv)-(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 activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. Our examination disclosed the following material 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. complied 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 the Company served as the residential tax service provider, in all material respects. /s/ PricewaterhouseCoopers LLP February 28, 2007 EX-34.K 28 ex34k.txt ERNST & YOUNG Ernst & Young LLP Phone: (404) 874-8300 Suite 2800 www.ey.com 600 Peachtree Street Atlanta, Georgia 30308-2215 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 A Member Practice of Ernst & Young Global EX-34.L 29 ex34l.txt PRICEWATERHOUSECOOPERS - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 10 Tenth Street, Northwest 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 of 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.M 30 ex34m.txt KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 Report of Independent Repistered Public Accounting Firm The Board of Directors The Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas: We have examined management's assertion, included in the accompanying Appendix I, that the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other asset- backed securities issued on or after January 1, 2006, for which the Company provides trustee, securities administration or paying agent services, excluding any publicly issued transactions, sponsored or issued by any government sponsored entity (the Platform), except for servicing criteria 1122(d)(2)(iii), 1122(d)(4)(iv), I122(d)(4)(v), I122(d)(4)(vi), 1122(d) (4)(vii), I122(d)(4)(viii), I122(d)(4)(ix), I122(d)(4)(x), I122(d)(4)(xi), 1122(d)(4)(xii), I122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. As described in management's assertion included in the accompanying Appendix I, for servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and I122(d)(4)(ii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors am not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC KPMG LLP, a U.S. limited liability partnership, Is The U.S. member firm of KPMG International, a Swiss Cooperative. KPMG Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122(d)(4)(ii) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2006 is fairly stated, in all material respects. /s/ KPMG LLP Chicago, Illinois February 28, 2007 EX-34.N 31 ex34n.txt KPMG 100 North Tampa Street Suite 1700 Tampa, FL 33602 Report of Independent Registered Public Accounting Firm The Board of Directors Fidelity National Information Services, Inc FIS Tax Services (FIS) We have examined management's assessment, included in the accompanying Management Compliance Statement that FIS Tax Services (FIS) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation to residential mortgage loans (the Platform), except for General Servicing Consideration criteria (i) - (iv), Cash Collections and Administration (i) - (vii), Investor Remittances and Reporting (i) - (iv), and Pool Asset Administration (i) - (x), (xiv), and (xv), which FIS has determined are not applicable to the activities it performs with respect to the Platform , as of and for the period ending December 31, 2006. FIS has determined the following servicing criteria from 1122(d) (4) were applicable to the activities it performs with respect to the Platform. (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. (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. (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. Management is responsible for FIS' compliance with those servicing criteria. Our responsibility is to express an opinion on management's assessment about FIS' 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 FIS' 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 residential mortgage loans that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether FIS 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 FIS 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 FIS 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 FIS' compliance with the servicing criteria. In our opinion, management's assessment that FIS 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 Tampa, Florida January 22, 2007 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, A Swiss cooperative EX-34.O 32 ex34o.txt KPMG KPMG LLP Suite 700 600 Anton Boulevard Costa Mesa, CA 92626-7651 Report of Independent Registered Public Accounting Firm The Board of Directors New Century Mortgage Corporation, a wholly owned subsidiary of New Century Financial Corporation: We were engaged to examine New Century Mortgage Corporation's (the Company) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's (SEC) Regulation AB, to the extent applicable for the Company as set forth in Appendix A to Management's Certification Regarding Compliance with Applicable Servicing Criteria (Management's Assessment), as of and for the year ended December 31, 2006, for loans serviced by the Company that were included in publicly issued mortgage-backed security transactions issued on or after January 1, 2006 (the Platform). We were not engaged to examine the Company's compliance with servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(C),1122(d)(3)(ii)-(iv), 1122(d)(4)(i)-(ii), 1122(d)(4)(xi)-(xii), and 1122(d)(4)(xv), and servicing criteria 1122(d)(2)(i) and 1122(d)(4)(iv) only as they relate to the initial processing of cash receipts at the lockbox, 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. Appendix B to Management's Assessment identifies the individual mortgage-backed security transactions defined by management as constituting the Platform. Management is responsible for the Company's compliance with the aforementioned servicing criteria. Management has identified the following instances of material noncompliance with the applicable servicing criteria set forth in Item 1122(d) of the SEC's Regulation AB as of and for the year ended December 31, 2006, for loans serviced by the Company that were included in publicly issued mortgage-backed security transactions issued on or after January 1, 2006: Servicing criteria 1122(d)(1)(ii). The Company did not have adequate policies and procedures in place to monitor the material servicing activities outsourced to the third party performing the initial processing of cash receipts at the lockbox. Servicing criteria 1122(d)(1)(iv). The Company did not maintain adequate fidelity bond coverage. Servicing criteria 1122(d)(2)(vii)(B). The Company did not complete bank account reconciliations within the time required. Servicing criteria 1122(d)(4)(vi). The Company did not review and approve changes to the terms or status of an obligor's pool asset as required by the respective transaction agreements and related pool asset documents. KPMG LLP, a U.S. limited liability partnership, is the U.S.member firm of KPMG International, a Swiss cooperative. Servicing criteria 1122(d)(4)(vii). The Company did not: - Initiate, conduct and conclude loss mitigation or recovery actions within time frames or other requirements of the respective transaction agreements; - Execute forbearance plans as required by the respective transaction agreements; - Execute pre-foreclosure sales or short payoffs resulting from the acceptance of funds in an amount that is less than the total borrower indebtedness as required by the respective transaction agreements; and - Execute foreclosures as required by the respective transaction agreements. Management has concluded that, due to the above instances of material noncompliance, the Company did not comply with the servicing criteria set forth in Item 1122(d) of the SEC's Regulation AB as of and for the year ended December 31, 2006, for loans serviced by the Company that were included in publicly issued mortgage-backed security transactions issued on or after January 1, 2006. New Century Financial Corporation's (New Century) audit committee has initiated an independent investigation into the issues giving rise to New Century's need to restate its 2006 interim financial statements, as well as the issues pertaining to New Century's valuation of residual interests in securitizations in 2006 and prior periods. This investigation has not yet been completed and, accordingly, we were not able to perform procedures necessary to complete our examination of New Century Mortgage Corporation's compliance with the servicing criteria set forth in Item 1122(d) of the SEC's Regulation AB for loans serviced by the Company that were included in publicly issued mortgage-backed security transactions issued on or after January 1, 2006. Had we been able to perform procedures necessary to complete our examination, additional instances of material noncompliance with the applicable servicing criteria may have been identified. Because of the restriction on the scope of our examination discussed in the preceding paragraph, the scope of our work was not sufficient to enable us to express, and we do not express, an opinion on whether New Century Mortgage Corporation is in compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB. New Century has disclosed that it has received numerous notices from lenders alleging that certain events of default have occurred as defined in certain Master Repurchase Agreements and other borrowing agreements, and that these lenders have accelerated New Century's obligation to repurchase all outstanding mortgage loans financed under those agreements and terminated those agreements. New Century has disclosed that, due to lack of liquidity, it has been unable to meet a number of those repurchase requests. As a result, New Century has elected to cease accepting loan applications from prospective borrowers. In addition, New Century has previously disclosed that it has received cease and desist orders from several states and entered into consent agreements with several of these states. The orders and consent agreements seek to restrict New Century and certain of its subsidiaries from taking certain actions, including among others, engaging in alleged violations of state law and taking new applications for mortgage loans in the relevant jurisdictions. The orders and consent agreements also seek to cause the subsidiaries to affirmatively take certain actions, including the creation of escrow accounts to hold fees relating to pending applications, the transfer to other lenders of the outstanding mortgage applications and unfunded mortgage loans held by subsidiaries, and the provision of regular information to state regulators regarding the subsidiaries' activities in the applicable state, including the status of all outstanding mortgage applications and unfunded mortgage loans in that state. New Century also has disclosed that the State of New York has suspended its mortgage banking license in that state. New Century has received a Notice of Breach and Termination of Mortgage Selling and Servicing Contract from the Federal National Mortgage Association (Fannie Mae). In its notice, Fannie Mae purports to terminate its Mortgage Selling and Servicing Contract with New Century (the Fannie Mae Contract) for cause, based on alleged breaches of the Fannie Mae Contract as well as alleged breaches by New Century under other contracts with Fannie Mae. As a result of the termination, New Century is no longer able to sell mortgage loans directly to Fannie Mae or act as the primary servicer of any mortgage loans for Fannie Mae. New Century also notified the Federal Home Loan Mortgage Corp. (Freddie Mac) that it was voluntarily terminating its eligibility with Freddie Mac. As a result of this termination, New Century and its subsidiaries are no longer able to sell mortgage loans directly to Freddie Mac or act as the primary servicer of any mortgage loans for Freddie Mac. On April 2, 2007, New Century filed voluntary petitions (the Bankruptcy Filings) for reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). New Century will continue to operate their businesses as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Further, on April 2, 2007, New Century entered into an Asset Purchase Agreement with Carrington Capital Management, LLC and its affiliate (Carrington) for the sale of its servicing assets and servicing platform to Carrington. The consummation of the transaction is subject to approval by the Bankruptcy Court. The matters discussed in the four preceding paragraphs, including their respective resolution, raise substantial doubt about New Century's ability to continue as a going concern. Resolution of the uncertainty associated with New Century's ability to continue as a going concern may have a material and adverse effect on the Company's ability to fulfill its existing loan servicing obligations, including those associated with publicly issued mortgage-backed security transactions issued on or after January 1, 2006. /s/ KPMG LLP Costa Mesa, California April 4, 2007 EX-35.A 33 ex35a.txt CHASE SUBSERVICER COMPLIANCE STATEMENT RE: CMLTI 2006-HE3: The Pooling and Servicing Agreement by and among Countrywide Home Loans Servicing LP as Servicer, Ocwen Loan Servicing, LLC as Servicer, Wells Fargo Bank, NA as Servicer, U.S. Bank, NA. as Trustee, Citibank, NA as Trustee Administrator, Citigroup Mortgage Loan Trust Inc. as Depositor, and JPMorgan Chase Bank NA as Servicer (the "Agreement") The undersigned, each a duly authorized officer of Chase Home Finance LLC ("CHF"), do hereby certify that: (1) CHF is a Subservicer under the Agreement (2) A review of the activities of CHF during the calendar year ending December 31, 2006 and of the performance of CHF under the Agreement has been made under our supervision; and (3) To the best of our knowledge, based on such review, CHF has fulfilled all its obligations under the Agreement in all material respects throughout such year. Capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. Date: 02/28/2007 Chase Home Finance LLC, as Subservicer By:/s/ Kim Greaves --------------------------- Name: Kim Greaves Title: Senior Vice President Servicing Manager By:/s/ Jim Miller --------------------------- Name: Jim Miller Title: Senior Vice President Default Servicing Manager EX-35.B 34 ex35b.txt CHASE SERVICER COMPLIANCE STATEMENT RE. CMLTI 2006-HE3: The Pooling and Servicing Agreement by and among Countrywide Home Loan Servicing LP as Servicer, J.P. Morgan Chase Bank, NA c/o CHF LLC as Servicer, Ocwen Loan Servicing, LLC as Servicer, Wells Fargo Bank, NA as Servicer, U.S. Bank, NA as Trustee, Citibank, NA as Trustee Administrator, Citigroup Mortgage Loan Trust Inc. as Depositor, and JPMorgan Chase Bank NA as Servicer (the "Agreement") The undersigned, a duly authorized officer of JPMorgan Chase Bank, National Association, as servicer (the "Servicer") pursuant to the CMLTI 2006 HE3 (the "Agreement"), does hereby certify that: (1) A review of the activities of the Servicer during the calendar year ending December 31, 2006 and of the performance of the Servicer under the Agreement has been made under my supervision; and (2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement in all material respects throughout such year. Date: 02/28/2007 JPMorgan Chase Bank National Association As Servicer By:/s/ David Lowman --------------------- Name: David Lowman Title: Executive Vice President EX-35.C 35 ex35c.txt O C W E N ANNUAL SERVICER COMPLIANCE STATEMENT PURSUANT TO ITEM 1123 OF REGULATION AB March 8, 2007 RE: CMLTI 2006-HE3 For the fiscal year ended December 31, 2006 (the "Reporting Period"), Ocwen Loan Servicing, LLC ("OLS") furnishes this annual servicer compliance statement pursuant to Item 1123 of Regulation AB, indicating its compliance with the servicing standards of the Securities & Exchange Commission as set forth in Regulation AB, 17 CFR 229.1100, et seq., ("Regulation AB"). In this regard, I make the following representations. which are true to the best of my knowledge and belief in all material respects. 1. A review of the servicing activities of OLS during the Reporting Period, and of its performance under the Pooling and Servicing Agreement dated as of December 1, 2006 (the "Agreement"), has been performed under my supervision. 2. To the best of my knowledge, based on this review, OLS has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. By: /s/ Ronald M. Faris ------------------- Name: Ronald M. Faris Title: President Ocwen Loan Servicing LLC 1661 Worthington Road Suite 100 Centrepark West West Palm Beach, FL 33409 EX-35.D 36 ex35d.txt WELLS HOME Wells Fargo Home Mortgage FARGO MORTGAGE One Home Campus Des Moines, IA 50328-0001 Wells Fargo Bank, N.A. Servicer Compliance Statement 1. I, John B. Brown, Senior Vice President of Wells Fargo Bank, N.A. ("Wells Fargo") hereby state that a review of the activities of Wells Fargo during the calendar year 2006 and of Wells Fargo's performance under the servicing agreement(s) listed on the attached Exhibit A (the "Servicing Agreement(s)") has been made under my supervision. 2. To the best of my knowledge, based on such review, Wells Fargo has fulfilled all of its obligations under the Servicing Agreement(s) in all material respects throughout 2006. /s/John B. Brown - ---------------- John B. Brown Senior Vice President Wells Fargo Bank, N.A. March 1, 2007 Wells Fargo Home Mortgage is a division of Wells Fargo Bank, NA EXHIBIT A
MASTER SERVICER/ CLIENT INV# INV TRUSTEE DEALNAME - -------------------------------------------------------------------------------------------------------------------------------- 106 C15 CITIGRP PMSR CMLTI 06-HE2 CITIGROUP CMLTI 2006-HE2 - -------------------------------------------------------------------------------------------------------------------------------- 106 C20 CITIGROUP PMSR CMLT106HE3 CITIGROUP CMLTI 2006-HE3 - -------------------------------------------------------------------------------------------------------------------------------- CITIGROUP PMSR 106 C18 CMLTI06NC2 CITIGROUP CMLTI 2006-NC2 - -------------------------------------------------------------------------------------------------------------------------------- 708 C18 CITIGROUP CITIGROUP CMLTI 2006-NC2 - -------------------------------------------------------------------------------------------------------------------------------- 708 B51 CITIGROUP CITIGROUP CMLTI 2006-WF1 - -------------------------------------------------------------------------------------------------------------------------------- 708 B67 CITIGROUP CITIGROUP CMLTI 2006-WF2 - -------------------------------------------------------------------------------------------------------------------------------- 708 B33 CITIGROUP CITIGROUP CMLTI 2006-WFHE1 - -------------------------------------------------------------------------------------------------------------------------------- 708 438 CITIGROUP CITIGROUP CMLTI 2006-WFHE2 - -------------------------------------------------------------------------------------------------------------------------------- 708 C15 CITIGROUP CITIGROUP CMLTI 2006-WFHE2 - -------------------------------------------------------------------------------------------------------------------------------- 708 823 CITIGROUP CITIGROUP CMLTI 2006-WFHE3 - -------------------------------------------------------------------------------------------------------------------------------- 708 837 CITIGROUP CITIGROUP CMLTI 2006-WFHE4 - -------------------------------------------------------------------------------------------------------------------------------- CITIGROUP PMSR 106 C06 CMLTI06WMC CITIGROUP CMLTI 2006-WMC1 - -------------------------------------------------------------------------------------------------------------------------------- 708 C06/7 CITIGROUP CITIGROUP CMLTI 2006-WMC1 - -------------------------------------------------------------------------------------------------------------------------------- CITIGROUP PMSR 106 C07 CMLTI06WMC CITIGROUP CMLTI 2006-WMC1 DSI - --------------------------------------------------------------------------------------------------------------------------------
EX-35.E 37 ex35e.txt REG AB ITEM 1123 STATEMENT OF COMPLIANCE I, Kevin Cloyd, hereby certify that I am a duly appointed Executive Vice President of New Century Mortgage Corporation (the "Servicer"), and further certify as follows 1. This certification is being made pursuant to the terms of the Servicing Agreements or Pooling and Servicing Agreements, as applicable (collectively, the "Agreements"), listed on Appendix A attached hereto. 2. I have reviewed the activities of the Servicer during the reporting period and a review of the Servicer's performance under the Agreements has been made under my supervision and, to the best of my knowledge based on such review, the Servicer has fulfilled all of its obligations under the Agreements in all material respects throughout the reporting period, except as set forth on Appendix B attached hereto. Capitalized terms not otherwise defined herein have the meanings set forth in the Agreements. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of April 4, 2007. By: /s/ Kevin Cloyd ------------------------- Name: Kevin Cloyd Title: Executive Vice President I, Joseph Tortorelli, a (an) Assistant Secretary of the Servicer, hereby certify that Kevin Cloyd is a duly elected, qualified, and acting Executive Vice President of the Servicer and that the signature appearing above is his/her genuine signature. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of April 4, 2007. By: /s/ Joseph Tortorelli Name: Joseph Tortorelli Title: Assistant Secretary APPENDIX A 1. NCHELT 2006-1 - Servicing Agreement, dated as of March 30, 2006, among New Century Mortgage Home Equity Loan Trust 2006-1, as issuer, the Company, as servicer and Deutsche Bank National Trust Company, as indenture trustee. 2. NCHELT 2006-2 - Servicing Agreement, dated June 29, 2006, among New Century Home Equity Loan Trust 2006-2, as issuer, the Company, as servicer and Deutsche Bank National Trust Company, as indenture trustee. 3. NCHELT 2006-ALT1 - Servicing Agreement, dated as of June 22, 2006, among New Century Alternative Mortgage Loan Trust 2006-ALT1, as issuer, Wells Fargo Bank, N.A., as servicer, and Deutsche Bank National Trust Company, as indenture trustee. 4. NCHELT 2006-S1 - Servicing Agreement, dated as of February 27, 2006, among New Century Home Equity Loan Trust 2006-S1, as issuer, the Company, as servicer, and Deutsche Bank National Trust Company, as indenture trustee. 5. CMLT 2006-1 - Pooling and Servicing Agreement, dated as of February 8, 2006, among Citigroup Mortgage Loan Trust Inc., as depositor, the Company, as servicer, and Deutsche Bank National Trust Company, as trustee. 6. CMLT 2006-2 - Pooling and Servicing Agreement, dated as of June 21, 2006, among Bear Stearns Asset Backed Securities I LLC, as depositor, the Company, as servicer, and Deutsche Bank National Trust Company, as trustee. 7. CMLT 2006-3 - Pooling and Servicing Agreement, dated as of August 10, 2006, among Citigroup Mortgage Loan Trust Inc., as depositor, the Company, as servicer, and Deutsche Bank National Trust Company, as trustee. 8. CMLT 2006-4 - Pooling and Servicing Agreement, dated as of September 28, 2006, among Stanwich Asset Acceptance Company, LLC, as depositor, the Company, as servicer, and Deutsche Bank National Trust Company, as trustee. 8. CMLT 2006-5 - Pooling and Servicing Agreement, dated as of December 19, 2006, among Stanwich Asset Acceptance Company, LLC, as depositor, the Company, as servicer, and Deutsche Bank National Trust Company, as trustee. 10. CMLTI 2006-NC1: Pooling and Servicing Agreement, dated as of June 1, 2006, among Citigroup Mortgage Loan Trust Inc., as depositor, Wells Fargo Bank, N.A. as servicer, Citibank, N.A., as trust administrator and U.S. Bank, N.A., as trustee. 11. CMLTI 2006-NC2: Pooling and Servicing Agreement, dated as of September 1, 2006, among Citigroup Mortgage Loan Trust Inc., as depositor, Wells Fargo Bank, N.A. as servicer, Citibank, N.A., as trust administrator and U.S. Bank, N.A., as trustee. 12. CMLTI 2006-HE3: Pooling and Servicing Agreement, dated as of December 1, 2006, among Citigroup Mortgage Loan Trust Inc., as depositor, Wells Fargo Bank, N.A., JP Morgan Chase Bank, N.A., Ocwen Loan Servicing LLC and Countrywide Home Loans Servicing LP as servicers, Citibank, N.A., as trust administrator and U.S. Bank, N.A., as trustee. 13. GSAMP 2006-NC2: Pooling and Servicing Agreement, dated as of June 1, 2006, among GS Mortgage Securities Corp., as depositor, Ocwen Loan Servicing LLC, as servicer, and Deutsche Bank National Trust Company, as Trustee. APPENDIX B Items of Material Non Compliance Servicing criteria 1122(d)(1)(ii) The Servicer did not have adequate policies and procedures in place to monitor the material servicing activities outsourced to the third party performing the initial processing of cash receipts at the lockbox. Servicing criteria 1122(d)(1)(iv) The Servicer did not maintain adequate fidelity bond coverage. Servicing criteria 1122(d)(2)(vii)(B) The Servicer did not complete bank account reconciliations within the time required. Servicing criteria 1122(d)(4)(vi) The Servicer did not review and approve changes to the terms or status of an obligor's pool asset as required by the respective transaction agreements and related pool asset documents. Servicing criteria 1122(d)(4)(vii) The Servicer did not: Initiate, conduct and conclude loss mitigation or recovery actions within time frames or other requirements of the respective transaction agreements; Execute forbearance plans as required by the respective transaction agreements; Execute pre-foreclosure sales or short payoffs resulting from the acceptance of funds in an amount that is less than the total borrower indebtedness as required by the respective transaction agreements; and Execute foreclosures as required by the respective transaction agreements. Failure to receive reports required by Item 1122 of Regulation AB The Servicer did not receive an Assessment of Compliance or an accompanying Attestation Report required by Item 1122(d) of Regulation AB from Union Bank of California, N.A., the vendor responsible for the initial processing of cash receipts at the lockbox, which is applicable to servicing criteria 1122(d)(2)(i) and 1122(d)(4)(iv). KPMG LLP, the Servicer's independent registered public accounting firm, has not completed its examination of the Servicer's compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB as of and for the year ended December 31, 2006. KPMG LLP's report dated April 4, 2007 on the Servicer's compliance with such servicing criteria disclaims an opinion.
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