Deutsche Bank National Trust Company, as Trustee
Attention: Trust Administration - FFMLT 2006-FF8
1761 East Andrew Place
Santa Ana, CA 92705-4934
FORM OF ANNUAL STATEMENT AS TO COMPLIANCE
FFMLT, SERIES 2006-FF8
I, Steven A. Baranet, hereby certify that I am a duly appointed Vice
President of Home Loan Services, Inc., f/k/a National City Home Loan Services
(the "Servicer"), and further certify as follows:
1. This certification is being made pursuant to the terms of the
Pooling and Servicing Agreement, dated as of June 1, 2006 (the "Agreement"),
among Financial Asset Securities Corp., as depositor, Home Loan Services, Inc.,
f/k/a National City Home Loan Services, as Servicer, and Deutsche Bank National
Trust Company, as trustee.
2. I have reviewed the activities of the Servicer during the
preceding year and the Servicer's performance under the Agreement and to the
best of my knowledge, based on such review, the Servicer has fulfilled all of
its obligations under the Agreement throughout the year.
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 March 1, 2007.
Loan Services
P.O. Box 1838
Pittsburgh, PA 15230-1838
[LOGO] MERRILL LYNCH [LOGO]
Home Loan Services is a subsidiary EQUAL HOUSING
of Merrill Lynch Bank and Trust Co., FSB LENDER
HOME LOAN SERVICES, INC.,
f/k/a NATIONAL CITY HOME LOAN SERVICES, INC.
By: /s/ Steven A. Baranet
--------------------------------
Name: Steven A. Baranet
Title: Vice President
I, Bruce E. Barron, a Director of the Servicer, hereby certifies
that Steven A. Baranet is a duly elected, qualified, and acting 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 March 1, 2007.
By: /s/ Bruce E. Barron
--------------------------------
Name: Bruce E. Barron
Title: Director
Exhibit 33.1
HOME LOAN SERVICES
Management's Certification Regarding Compliance with Securities and Exchange
Commission Regulation AB Servicing Criteria
1. Home Loan Services, Inc, f/k/a National City Home Loan Services, Inc (the
"Servicer") is responsible for assessing compliance by it with the servicing
criteria under paragraph (d) of Item 1122 of the Securities and Exchange
Commissions' Regulation AB, except for sections 1122(d)(l)(iii), (d)(3)(i)C,
(d)(4)(ii), (xi), and (xii), which are not applicable to the activities the
Servicer performs with respect to the Platform, as of December 31, 2006, and for
the period January 1, 2006 through December 31, 2006. The Platform is comprised
of all serviced first and second lien residential mortgage loans sold in public
securitizations closed during December 2004, and calendar years ended December
31, 2005 and 2006 (see attached Appendix A);
2. Except as set forth in paragraph 1 above, 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 Servicer has complied, in all material respects, with the applicable
servicing criteria as of and for the period ended December 31, 2006, except for
1122(d)(l)(i) pertaining to policies and procedures to monitor any performance
or other triggers in accordance with the transaction agreements although daily
delinquency and static pool reports exist but were not utilized to calculate the
triggers, 1122(d)(4)(x)A where 5 of 60 escrow accounts sampled were not analyzed
within a 12 month period, but where 4 accounts were analyzed within 1 week after
said deadline; and for 1122(d)(4)(x)C, 2 of 60 escrow accounts sampled, where
escrow funds were not returned within 30 days after payoff, but were returned
within 34 and 67 days, respectively, after payoff;
5. 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 period ending December 31, 2006.
March 1, 2007
Home Loan Services, Inc
/s/ Steven A. Baranet
-------------------------------------
Steven A. Baranet
Vice President, Investor Reporting
Loan Services
P.O. Box 1838
Pittsburgh, PA 15230-1838
Merrill Lynch Logo [LOGO]
Home Loan Services is a subsidiary of EQUAL
Merrill Lynch Bank and Trust Co., FSB HOUSING
LENDER
Relevant Servicing Criteria
-------------------------------------------------------------------------------------------------------------
Home Loan Services,
Servicing Criteria Inc.
-------------------------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------------------------
General Servicing Considerations
-------------------------------------------------------------------------------------------------------------
1122(d)(l)(i) Policies and procedures are instituted to monitor X
any performance or other triggers and events of
default in accordance with the transaction
agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(l)(ii) 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
such Servicing activities.
-------------------------------------------------------------------------------------------------------------
1122(d)(l)(iii) Any requirements in the transaction agreements to N/A
maintain a back-up servicer for the mortgage loans
are maintained.
-------------------------------------------------------------------------------------------------------------
1122(d)(l)(iv) A fidelity bond and errors and omissions policy is in X
effect on the party participating in the servicing
function throughout the reporting period in the amount of
coverage required by and otherwise in accordance with the
terms of the transaction agreements.
-------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
-------------------------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on 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
transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire Transfer on behalf of an X
obligor or to an investor are made only by authorized
personnel.
-------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, X
cash flows or distributions, and any interest or other
fees charged for such advances, are made, reviewed and
approved as specified in the transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) 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
transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a federally X
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)(1)
of the Securities Exchange Act.
-------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to X
prevent unauthorized access.
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Home Loan Services,
Servicing Criteria Inc.
-------------------------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) 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 transaction agreements; (C) reviewed
and approved by someone other than the person who
prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling
items are resolved within 90 calendar days of their
original identification, or such other number of days
specified in the transaction agreements.
-------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
-------------------------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with A, B & D
the Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms set
forth in the transaction agreements; (B) provide information
calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by
the Servicer.
-------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in X
accordance with timeframes, distribution priority and other
terms set forth in the transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two X
business days to the Servicer's investor records, or such
other number of days specified in the transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree X
with cancelled checks, or other form of payment, or
custodial bank statements.
-------------------------------------------------------------------------------------------------------------
Pool Asset Administration
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as X
required by the transaction agreements or related mortgage
loan documents.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as N/A
required by the transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool X
are made, reviewed and approved in accordance with any
conditions or requirements in the transaction agreements.
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Home Loan Services,
Servicing Criteria Inc.
-------------------------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) 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 accordance with the related mortgage loan
documents.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans X
agree with the Servicer's records with respect to an
obligor's unpaid principal balance.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an X
obligor's mortgage loans (e.g., loan modifications or
re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements
and related pool asset documents.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance X
plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the
transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained X
during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records
are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and
describe the entity's activities in monitoring delinquent
mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for X
mortgage loans with variable rates are computed based on
the related mortgage loan documents.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(x) 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 specified in the transaction
agreements.
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Home Loan Services,
Servicing Criteria Inc.
-------------------------------------------------------------------------------------------------------------
Reference Criteria
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or N/A
insurance payments) are made on or before the related Servicing Function
penalty or expiration dates, as indicated on the Participant
appropriate bills or notices for such payments, provided
that such support has been received by the servicer at
least 30 calendar days prior to these dates, or such other
number of days specified in the transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment N/A
to be made on behalf of an obligor are paid from the Servicing Function
servicer's funds and not charged to the obligor, unless Participant
the late payment was due to the obligor's error or
omission.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted X
within two business days to the obligor's records
maintained by the servicer, or such other number of days
specified in the transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts X
are recognized and recorded in accordance with the
transaction agreements.
-------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the transaction
agreements.
-------------------------------------------------------------------------------------------------------------
Exhibit 34.1
Deloitte(R)
Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281-1414
USA
Tel: +1 212 436 2000
Fax: +1 212 436 5000
www.deloitte.com
Report of Independent Registered Public Accounting Firm
Home Loan Services, Inc.:
We have examined Home Loan Services, Inc.'s (the "Company's") compliance with
the servicing criteria set forth in item 1122 (d) of the Securities and Exchange
Commission's Regulation AB for the loans serviced by the Company that were first
and second lien residential mortgage loans sold in public securitizations closed
during December 2004, and calendar years ended December 31, 2005 and 2006 (the
"Platform") described in Management's Certification Regarding Compliance with
Securities and Exchange Commission Regulation AB Servicing Criteria as of and
for the year ended December 31, 2006, excluding criteria 1122 (d) 1 (iii); 1122
(d) (3) (i) C; and 1122 (d) 4 (ii), (xi), and (xii) which management has
determined are not applicable to the activities performed by the Company with
respect to the Platform. Appendix A to management's certification identifies the
individual asset-backed transactions defined by management as constituting the
Platform. Management is responsible for the Company's compliance with the
servicing criteria. Our responsibility is to express an opinion on the Company's
compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States) and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria, including tests on a sample
basis of the servicing activities related to the Platform, determining whether
the Company performed those selected activities in compliance with the servicing
criteria during the specified period and performing such other procedures as we
considered necessary in the circumstances. Our procedures were limited to
selected servicing activities performed by the Company during the period covered
by this report and, accordingly, such samples may not have included servicing
activities related to each asset-backed transaction included in the Platform.
Further, an examination is not designed to detect noncompliance arising from
errors that may have occurred prior to the period specified above that may have
affected the balances or amounts calculated or reported by the Company during
the period covered by this report. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the servicing criteria.
Member of
Deloitte Touche Tohmatsu
Our examination disclosed material noncompliance with SEC Regulation AB
Servicing Criteria applicable to the Company during the year ended December 31,
2006, as follows:
------------------------------------------------------------------------------------------------------------------------
Item: Description of material noncompliance:
------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(x) A For a sample of 60 loans with escrow accounts, 5 escrow accounts were not analyzed within
a 12 month period.
------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(x) C For a sample of 60 loans with escrow accounts, escrow funds were not returned within 30
days after payoff for 2 loans.
------------------------------------------------------------------------------------------------------------------------
1122(d)(I)(i) The Company had not instituted policies and procedures to monitor any performance or other
triggers in accordance with the transaction agreements.
------------------------------------------------------------------------------------------------------------------------
In our opinion, except for the material noncompliance described in the preceding
paragraph, the Company 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/ Deloitte & Touche LLP
March 1, 2007
Exhibit 33.4
[LOGO] 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
Exhibit 34.4
[LOGO]
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 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) 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
Exhibit 33.3
REPORT ON ASSESSMENT OF COMPLIANCE WITH
Section 1122(d)(2)(vi) and Section 1122(d)(4)(xi)
of REGULATION AB SERVICING CRITERIA
American Security Insurance Company, Standard Guaranty Insurance Company and
Safeco Financial Institution Solutions, Inc. (affiliates of Assurant Inc.,
collectively 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
Section ll22(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, which the
Asserting Party has concluded are applicable to the insurance escrow servicing
activities it performs with respect to all mortgage loan-tracking transactions
covered by this report. The transactions covered by this report include all
mortgage loan-tracking transactions for which the Asserting Party served as a
Vendor on behalf of Servicers 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"). The scope of
the Asserting Party assertions excludes Section 1122(d)(4)(xii) of Title 17,
Section 229.1122(d) of the Code of Federal Regulations, which relates to
servicing activities that are performed by the Asserting Party with respect to
the Platform, but are not reported on herein.
The Asserting Party has assessed its compliance with Section 1122(d)(2)(vi) and
Section 1122(d)(4)(xi) ("the Applicable Servicing Criteria") for the Reporting
Period and has concluded that the Asserting Party has complied, in all material
respects, with the Applicable Servicing Criteria for the Reporting Period with
respect to the Platform 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.
The Asserting Party has complied, in all material respects, with the Applicable
Servicing Criteria for the Reporting Period.
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 as set forth in this assertion.
American Security Insurance Company
Standard Guaranty Insurance Company
Safeco Financial Institution Solutions, Inc.
/s/ John Frobose
-------------------------------------
By: John Frobose
Senior Vice President
Date: February 23, 2007
Exhibit 34.3
PRICEWATERHOUSECOOPERS (Logo)
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 management's assertion, included in the accompanying
management's Report on Assessment of Compliance with 1122(d)(2)(vi) and
1122(d)(4)(xi) of Regulation AB Servicing Criteria, that American Security
Insurance Company, Standard Guaranty Insurance Company and Safeco Financial
Institution Solutions, Inc. (affiliates of Assurant Inc., collectively the
"Asserting Party") complied with the servicing criteria set forth in Item
1122(d) of the Securities and Exchange Commission's Regulation AB for all
mortgage loan-tracking transactions for which the Asserting Party served as a
Vendor on behalf of Servicers 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"), as of
December 31, 2006 and for the year then ended, excluding (i) criteria
1122(d)(1)(i) through 1122 (d)(1)(iv), 1122 (d)(2)(i) through 1122(d)(2)(v),
1122(d)(2)(vii), 1122(d)(3)(i) through 1122(d)(3)(iv), 1122(d)(4)(i) through
1122(d)(4)(x) and 1122(d)(4)(xiii) through 1122(d)(4)(xv), which the Asserting
Party has determined are not applicable to the activities performed by it with
respect to the Platform and (ii), criterion 1122(d)(4)(xii), which relates to
servicing activities that are applicable to the Platform, but are excluded from
the scope of management's assertion and are not reported on herein. 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
1
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 Asserting Party complied with
the aforementioned applicable servicing criteria as of and for the year ended
December 31, 2006 for the Platform is fairly stated, in all material respects.
/s/ PricewaterhouseCooopers LLP
Atlanta, Georgia
February 23, 2007
2
Exhibit 33.5
Appendix I
MANAGEMENT'S ASSERTION OF COMPLIANCE
Management of the Trust & Securities Services department of Deutsche Bank
National Trust Company and Deutsche Bank Trust Company Americas (collectively
the "Company") is responsible for assessing compliance with the servicing
criteria set forth in Item 1122(d) of Regulation AB promulgated by the
Securities and Exchange Commission. Management has determined that the servicing
criteria are applicable in regard to the servicing platform for the period as
follows:
Platform: Publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and other asset-backed securities issued on or after January 1, 2006
for which the Company provides trustee, securities administration or paying
agent services, excluding any publicly issued transactions sponsored or issued
by any government sponsored entity (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth 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
DEUTSCHE 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
DEUTSCHE 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
Exhibit 34.5
[LOGO] KPMG
KPMG LLP
303 East Wacker Drive
Chicago, IL 60601-5212
Report of Independent Registered 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), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii),
1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has
determined are not applicable to the activities it performs with respect to the
Platform, as of and for the twelve months ended December 31, 2006. Management is
responsible for the Company's compliance with those servicing criteria. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.
As described in management's assertion included in the accompanying Appendix I,
for servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122(d)(4)(ii), the
Company has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"). As permitted by
Interpretation 17.06, the Company has asserted that it has policies and
procedures in place designed to provide reasonable assurance that the vendors'
activities comply in all material respects with the servicing criteria
applicable to each vendor. The Company is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the vendors
and related criteria as described in its assertion, and we performed no
procedures with respect to the Company's eligibility to apply Interpretation
17.06.
KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.
[LOGO] KPMG
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
Appendix I
MANAGEMENT'S ASSERTION OF COMPLIANCE
Management of the Trust & Securities Services department of Deutsche Bank
National Trust Company and Deutsche Bank Trust Company Americas (collectively
the "Company") is responsible for assessing compliance with the servicing
criteria set forth in Item 1122(d) of Regulation AB promulgated by the
Securities and Exchange Commission. Management has determined that the servicing
criteria are applicable in regard to the servicing platform for the period as
follows:
Platform: Publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and other asset-backed securities issued on or after January 1, 2006
for which the Company provides trustee, securities administration or paying
agent services, excluding any publicly issued transactions sponsored or issued
by any government sponsored entity (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth 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
DEUTSCHE 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
DEUTSCHE 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
Exhibit 33.2
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)(l)(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, LP.
By: First American Real Estate Solutions LLC
General Partner
/s/ Lucy A. Przybyla
-------------------------------------
Lucy A. Przybyla
Senior Vice President
February 28, 2007
Exhibit 34.2
PRICEWATERHOUSECOOPERS (Logo)
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)(l)-(iii), 1122(d)(2)(l)-(iv),
1122(d)(3)(l)(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.
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