10-K 1 sqt06001_10k-2006.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-118832-10 Sequoia Alternative Loan Trust 2006-1 (exact name of issuing entity as specified in its charter) Sequoia Residential Funding, Inc. (exact name of the depositor as specified in its charter) RWT Holdings, Inc. (exact name of the sponsor as specified in its charter) New York 54-2195543 (State or other jurisdiction of 54-2195544 incorporation or organization) (I.R.S. Employer Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 Securities registered pursuant to Section 12(b) of the Act: NONE. Securities registered pursuant to Section 12(g) of the Act: NONE. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not applicable. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 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). Not applicable. PART I Item 1. Business. Omitted. Item 1A. Risk Factors. Omitted. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Omitted. Item 3. Legal Proceedings. Omitted. Item 4. Submission of Matters to a Vote of Security Holders. Omitted. PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Omitted. Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted. Item 8. Financial Statements and Supplementary Data. Omitted. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Omitted. Item 9A. Controls and Procedures. Omitted. Item 9A(T). Controls and Procedures. Omitted. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Omitted. Item 11. Executive Compensation. Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted. Item 13. Certain Relationships and Related Transactions, and Director Independence. Omitted. Item 14. Principal Accounting Fees and Services. Omitted. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB Item 1112(b) of Regulation AB, Significant Obligor Financial Information. No single obligor represents more than 10% of the pool assets held by this transaction. Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction. Item 1117 of Regulation AB, Legal Proceedings. The registrant knows of no material pending legal proceedings involving the Trust and all parties related to such Trust, other than routine litigation incidental to the duties of those respective parties. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. None. Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria. The servicing criteria have been completed within the manner stated in the governing documents and are attached hereto under Item 15. The 1122 statements for Wells Fargo Bank, National Association (Corporate Trust Services) has disclosed material noncompliance with criterion 1122(d)(3)(i), as applicable to the Company during the twelve months ended December 31, 2006. Certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets. Although each servicing criterion required by Item 1122(d) of Regulation AB is addressed in one or more of the Assessments of Compliance with Servicing Criteria and related Attestation Reports included with this report, the Servicer's, Countrywide Home Loan Servicing LP, Assessment of Compliance and related Attestation Report did not address each of the servicing criteria that the Servicer was required to address under the terms of the related Servicing Agreement. The Servicer has not identified such failure to provide an Assessment and Attestation for these items as a material failure to fulfill its obligations under the related servicing agreement in the Servicer's Compliance Statement provided under Item 1123 of Regulation AB, because the Servicer asserts that those items are not applicable to the Servicer. Item 1123 of Regulation AB, Servicer Compliance Statement. The servicer compliance statements have been completed within the manner stated in the governing documents and are attached hereto under Item 15. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. a) Countrywide Home Loans Servicing LP, as Servicer b) LaSalle Bank, National Association, as Custodian c) Wells Fargo Bank, N.A., as Master Servicer d) Wells Fargo Bank, N.A., as Trust Administrator e) Wells Fargo Bank, N.A., as Custodian
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. a) Countrywide Home Loans Servicing LP, as Servicer b) LaSalle Bank, National Association, as Custodian c) Wells Fargo Bank, N.A., as Master Servicer d) Wells Fargo Bank, N.A., as Trust Administrator e) Wells Fargo Bank, N.A., as Custodian
(35) Servicer compliance statement. a) Countrywide Home Loans Servicing LP, as Servicer b) LaSalle Bank, National Association, as Custodian c) Wells Fargo Bank, N.A., as Master Servicer d) Wells Fargo Bank, N.A., as Trust Administrator e) Wells Fargo Bank, N.A., as Custodian
(b) Not applicable. (c) Omitted. Filed herewith. The Servicing Participant of the deal is not required under Regulation AB to provide such documentation. 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. Sequoia Residential Funding, Inc. (Depositor) /s/ John Isbrandtsen John Isbrandtsen, Vice President Date: March 30, 2007 Exhibit Index 31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. a) Countrywide Home Loans Servicing LP, as Servicer b) LaSalle Bank, National Association, as Custodian c) Wells Fargo Bank, N.A., as Master Servicer d) Wells Fargo Bank, N.A., as Trust Administrator e) Wells Fargo Bank, N.A., as Custodian
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. a) Countrywide Home Loans Servicing LP, as Servicer b) LaSalle Bank, National Association, as Custodian c) Wells Fargo Bank, N.A., as Master Servicer d) Wells Fargo Bank, N.A., as Trust Administrator e) Wells Fargo Bank, N.A., as Custodian
(35) Servicer compliance statement. a) Countrywide Home Loans Servicing LP, as Servicer b) LaSalle Bank, National Association, as Custodian c) Wells Fargo Bank, N.A., as Master Servicer d) Wells Fargo Bank, N.A., as Trust Administrator
EX-31 Rule 13a-14(d)/15d-14(d) Certifications I, John Isbrandtsen, Vice President of Sequoia Residential Funding, Inc., a Delaware corporation, hereby certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 10-D containing distribution or servicing reports filed in respect of the Certificates for periods included in the year covered by this annual report, of Sequoia Residential Funding, Inc.; 2. Based on my knowledge, the information in these reports, taken as a whole, does 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 as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under Form 10-D, for inclusion in these reports is included in these reports; 4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement and Item 1123 of Regulation AB, and except as disclosed in the reports, the servicer has fulfilled its obligations in all material respects under the servicing agreements; and 5. All of the reports on assessment of servicer's compliance with servicing criteria for asset-backed securities and its related attestation reports on assessment of compliance with servicing criteria for asset-backed securities have been included as exhibits to this Form 10-K and any material instances of noncompliance described in such reports have been disclosed in this Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Countrywide Home Loans Servicing LP, as Servicer, Wells Fargo Bank, N.A., as Master Servicer. Dated: March 30, 2007 /s/ John Isbrandtsen Signature Vice President Title EX-33 (a) (logo) Countrywide HOME LOANS 2900 MADERA ROAD SIMI VALLEY, CALIFORNIA 93065-6298 (805) 955-1000 ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Countrywide Financial Corporation and certain of its subsidiaries, including its direct and indirect wholly-owned subsidiaries, Countrywide Home Loans, Inc. (CHL), Countrywide Tax Services Corporation, Newport Management Corporation, and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL (collectively the "Company") provides this platform-level assessment, for which Countrywide Financial Corporation and such subsidiaries participated in servicing functions, as such term is described under Title 17, Section 229.1122 of the Code of Federal Regulations ("Item 1122 of Regulation AB"), of compliance in respect of the following Applicable Servicing Criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission in regard to the following servicing platform for the following period: Platform: publicly-issued (i.e., registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended) residential mortgage-backed securities (securities collateralized by residential mortgage loans, including prime, alternative loan products, sub-prime, HELOC and dosed seconds) issued on or after January 1, 2006 for which the Company provides cash collection and administration, investor remittances and reporting (except for those activities relating to trustee and paying agent services), and pool asset administration (except for those activities relating to custodial operations of pool assets and related documents), collectively "Servicing Functions" and for which the related issuer has a fiscal year end of December 31, 2006. The platform excludes any transactions issued by any government sponsored enterprise for which the Company provides Servicing Functions. Period: as of and for the year ended December 31, 2006. Applicable Servicing Criteria: all servicing criteria set forth in Item 1122(d), to the extent required in the related agreements, except for the following paragraphs: 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it relates to information other than that contained in the monthly remittance report delivered by the servicer to the master servicer, trustee, and/or bond administrator, 1122(d)(3)(i)(D), only as it relates to the agreeing with investors' records as to the total unpaid principal balance and number of pool assets serviced by the servicer, 1122(d)(3)(ii), only as it relates to amounts other than amounts remitted by the servicer to the master servicer, trustee, and/or bond administrator, 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii) relate to the custodial operations of the pool assets and related documents (collateral file) by the document custodian responsible for such functions for the related transaction, and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (derivative transactions). (page) With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria: 1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company has assessed compliance with the Applicable Servicing Criteria. 3. Other than as identified on Schedule A hereto, as of and for the Period, the Company was in material compliance with the Applicable Servicing Criteria. KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance. (page) COUNTRYWIDE FINANCIAL CORPORATION By: /s/ Steve Bailey Steve Bailey Its: Senior Managing Director and Chief Executive Officer, Loan Administration Dated: February 28, 2007 By:/s/ Kevin Meyers Kevin Meyers Its: Managing Director and Chief Financial Officer, Countrywide Home Loans, Inc. Loan Administration Dated: February 28, 2007 (page) Schedule A Material Instances of Noncompliance No material instances of noncompliance: the Company has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2006. EX-33 (b) (logo) LaSalle Bank ABN AMRO LaSalle Bank N.A. 135 South LaSalle Street Suite 1625 Chicago, IL 60603 Global Securities and Trust Services Management's Assertion on Compliance with Item 1122 Criteria LaSalle Bank National Association (the "Asserting Party") is responsible for assessing its compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB (17 C.F.R, 229.1122(d)) as indicated on Exhibit A annexed hereto entitled "1122 Servicing Criteria to be Addressed in Assessment of Compliance" (the "Servicing Criteria"). The Asserting Party has assessed the effectiveness of its compliance with the applicable Servicing Criteria as of December 31, 2006, and for the period of January 1, 2006 through December 31, 2006 (the "Reporting Period"). In making this assessment, the Asserting Party used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. Based on such assessment, the Asserting Party believes that, as of December 31, 2006 and for the Reporting Period, it has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB for the servicing activities it performs in the asset-backed securities transactions detailed on Exhibit B. For servicing criteria 1122(d)(3)(i)(A) and (B), this assertion covers only the information on the report to investors that is required by the respective transaction agreements. Ernst and Young, an independent registered public accounting firm, has issued an attestation report with respect to the Asserting Party's assessment of compliance with the Servicing Criteria as of December 31, 2006 and for the Reporting Period. The asset-backed securities transactions to which this assertion and the attestation report relate are listed on Exhibit B. LaSalle Bank National Association By: /s/ Barbara L. Marik Name: Barbara L. Marik Title: First Vice President Date: February 28, 2007 (page) Exhibit A 1122 Servicing Criteria to be addressed in an Assessment of Compliance
Reg AB Servicing Criteria Reference Servicing Criteria Applicable to LaSalle Bank National Association General Servicing Considerations Policies and procedures are instituted to monitor any 1122(d)(1)(i) performance or other triggers and events of default in X accordance with the transaction agreements. If any material servicing activities are outsourced to third 1122(d)(1)(ii) parties, policies and procedures are instituted to monitor X the third party's performance and compliance with such servicing activities. Any requirements in the transaction agreements to maintain a 1122(d)(1)(iii) back-up servicer for the Pool Assets are maintained. A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function 1122(d)(1)(iv) throughout the reporting period in the amount of coverage X required by and otherwise in accordance with the terms of the transaction agreements. Cash Collection and Administration Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts 1122(d)(2)(i) no more than two business days following receipt, or such X other number of days specified in the 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. X Advances of funds or guarantees regarding collections, cash 1122(d)(2)(iii) flows or distributions, and any interest or other fees X charged for such advances, are made, reviewed and approved as specified in the transaction agreements. The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over 1122(d)(2)(iv) collateralization, are separately maintained (e.g., with X respect to commingling of cash) as set forth in the 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 1122(d)(2)(v) insured depository institution" with respect to a foreign X financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. Unissued checks are safeguarded so as to prevent 1122(d)(2)(vi) unauthorized access. X Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement 1122(d)(2)(vii) cutoff date, or such other number of days specified in the X 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 Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission 1122(d)(3)(i) requirements. Specifically, such reports (A) are prepared in X accordance with timeframes and other terms set forth in the transaction (page) agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the indenture trustee's records as to the total unpaid principal balance and number of Pool Assets serviced by the related Servicer. Amounts due to investors are allocated and remitted in 1122(d)(3)(ii) accordance with timeframes, distribution priority and other X terms set forth in the transaction agreements. Disbursements made to an investor are posted within two 1122(d)(3)(iii) business days to the related Servicer's investor records, or X such other number of days specified in the transaction agreements. Amounts remitted to investors per the investor reports agree 1122(d)(3)(iv) with cancelled checks, or other form of payment, or X custodial bank statements. Pool Asset Administration Collateral or security on pool assets is maintained as 1122(d)(4)(i) required by the transaction agreements or related pool X asset documents. Pool assets and related documents are safeguarded as 1122(d)(4)(ii) required by the transaction agreements X Any additions, removals or substitutions to the asset pool 1122(d)(4)(iii) are made, reviewed and approved in accordance with any X conditions or requirements in the transaction agreements. Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the related Servicer's obligor records maintained no more 1122(d)(4)(iv) than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. The related Servicer's records regarding the pool assets 1122(d)(4)(v) agree with the related Servicer's records with respect to an obligor's unpaid principal balance. Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are 1122(d)(4)(vi) made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, 1122(d)(4)(vii) foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the 1122(d)(4)(viii) transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). Adjustments to interest rates or rates of return for pool 1122(d)(4)(ix) assets with variable rates are computed based on the related pool asset 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 pool asset documents, on at least an annual basis, or such other period specified in the 1122(d)(4)(x) transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. 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 1122(d)(4)(xi) 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. (page) Any late payment penalties in connection with any payment to 1122(d)(4)(xii) be made on behalf of an obligor are paid from the related Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. Disbursements made on behalf of an obligor are posted within 1122(d)(4)(xiii) two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. Delinquencies, charge-offs and uncollectible accounts are 1122(d)(4)(xiv) recognized and recorded in accordance with the transaction agreements. Any external enhancement or other support, identified in 1122(d)(4)(xv) Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, X is maintained as set forth in the transaction agreements. (page) EXHIBIT B 2006 Transactions Non-Specific Transactions Nominal Trustee Transactions ACE Series 2006-GP1 Bear Stearns Series 2006-PWR11 Banc of America Comm. Mtge Series 2006-2 Bear Stearns Series 2006-PWR12 Banc of America Comm. Mtge Series 2006-5 Bear Stearns Series 2006-PWR13 Bear Stearns Series 2006-AQ1 Bear Stearns Series 2006-PWR14 Bear Stearns Series 2006-EC1 Bear Stearns Series 2006-TOP22 Bear Stearns Series 2006-EC2 Bear Stearns Series 2006-TOP24 Bear Stearns Series 2006-HE1 GSAA Home Equity Trust 2006-14 Bear Stearns Series 2006-HE2 GSAMP Series 2006-HE3 Bear Stearns Series 2006-HE3 GSAMP Series 2006-HE4 Bear Stearns Series 2006-HE4 GSAMP Series 2006-HE5 Bear Stearns Series 2006-HE5 GSAMP Series 2006-HE6 Bear Stearns Series 2006-HE6 GSAMP Series 2006-HE7 Bear Stearns Series 2006-HE7 GSAMP Series 2006-HE8 Bear Stearns Series 2006-HE8 JP Morgan Series 2006-LDP9 Bear Stearns Series 2006-HE9 Morgan Stanley Series 2006-TOP21 Bear Stearns Series 2006-HE10 Morgan Stanley Series 2006-TOP23 Bear Stearns Series 2006-PC1 Morgan Stanley Capital I Series 2006-HQ10 Bear Stearns ABS Series 2006-1 Morgan Stanley Mtg Loan Trust Series 2006-16ARX Bear Stearns Mortgage Funding Series 2006-SL1 Morgan Stanley Mtg Loan Trust Series 2006-1AR Bear Stearns Mortgage Funding Series 2006-SL2 Morgan Stanley Mtg Loan Trust Series 2006-3AR Bear Stearns Mortgage Funding Series 2006-SL3 Morgan Stanley Mtg Loan Trust Series 2006-5AR Bear Stearns Mortgage Funding Series 2006-SL4 Morgan Stanley Mtg Loan Trust Series 2006-6AR Bear Stearns Mortgage Funding Series 2006-SL5 Morgan Stanley Mtg Loan Trust Series 2006-8AR Bear Stearns Mortgage Funding Series 2006-SL6 Morgan Stanley Mtg Loan Trust Series 2006-9AR C-BASS Series 2006-CB7 Morgan Stanley Mtg Loan Trust Series 2006-2 C-BASS Series 2006-CB9 Morgan Stanley Mtg Loan Trust Series 2006-7 Citigroup Commercial Mortgage Trust Series 2006-C4 Morgan Stanley Mtg Loan Trust Series 2006-11 Citigroup Commercial Mortgage Trust Series 2006-C5 Morgan Stanley Mtg Loan Trust Series 2006-12XS CD 2006-CD3 Mortgage Trust Morgan Stanley Mtg Loan Trust Series 2006-13ARX COMM Series 2006-C8 Morgan Stanley Mtg Loan Trust Series 2006-15XS CSFB Commercial Mtg. Trust Series 2006-C4 Morgan Stanley Mtg Loan Trust Series 2006-17XS First Franklin MLT Series 2006-FF18 Thornburg Mtg Securities Trust Series 2006-1 Greenwich Capital Series 2006-GG7 Thornburg Mtg Securities Trust Series 2006-2 GE Capital Comm Mtg. Corp. Series 2006-C1 Thornburg Mtg Securities Trust Series 2006-3 JP Morgan Series 2006-CIBC14 Thornburg Mtg Securities Trust Series 2006-4 JP Morgan Series 2006-CIBC15 Thornburg Mtg Securities Trust Series 2006-5 JP Morgan Series 2006-CIBC17 Thornburg Mtg Securities Trust Series 2006-6 JP Morgan Series 2006-LDP7 ZUNI Trust Series 2006-0A1 JP Morgan Series 2006-LDP8 Custodian Only Transactions Paying Agent Only Transactions Basic Asset Backed 2006-1 Washington Mutual Series 2006-AR2 Credit Suisse AB Series 2006-1 Washington Mutual Series 2006-AR6 Credit Suisse AB Series 2006-2 Washington Mutual Series 2006-AR7 Credit Suisse AB Series 2006-3 Washington Mutual Series 2006-AR8 Credit Suisse AB Series 2006-4 Washington Mutual Series 2006-AR9 Credit Suisse ARMT Series 2006-1 Washington Mutual Series 2006-AR10 Credit Suisse ARMT Series 2006-2 Washington Mutual Series 2006-AR11 Credit Suisse ARMT Series 2006-3 Washington Mutual Series 2006-AR12 Credit Suisse HEMT Series 2006-1 Washington Mutual Series 2006-AR13 Credit Suisse HEMT Series 2006-2 Washington Mutual Series 2006-AR14 Credit Suisse HEMT Series 2006-3 Washington Mutual Series 2006-AR15 Credit Suisse HEMT Series 2006-4 Washington Mutual Series 2006-AR16 Credit Suisse HEMT Series 2006-5 Washington Mutual Series 2006-AR17 Credit Suisse HEMT Series 2006-6 Washington Mutual Series 2006-AR18 Credit Suisse Series 2006-1 Washington Mutual Series 2006-AR19 Credit Suisse Series 2006-2 Washington Mutual Series 2006-HE1 Credit Suisse Series 2006-3 Washington Mutual Series 2006-HE2 Credit Suisse Series 2006-4 Washington Mutual Series 2006-HE3 Credit Suisse Series 2006-5 Washington Mutual Series 2006-HE4 Credit Suisse Series 2006-6 Washington Mutual Series 2006-HE5 Credit Suisse Series 2006-7 Washington Mutual WMALT 2006-AR1 Credit Suisse Series 2006-8 Washington Mutual WMALT 2006-AR2 Credit Suisse Series 2006-9 Washington Mutual WMALT 2006-AR3 Credit Suisse HEAT Series 2006-1 Washington Mutual WMALT 2006-AR4 Credit Suisse HEAT Series 2006-3 Washington Mutual WMALT 2006-AR5 Credit Suisse HEAT Series 2006-4 Washington Mutual WMALT 2006-AR6 Credit Suisse HEAT Series 2006-5 Washington Mutual WMALT 2006-AR7 Credit Suisse HEAT Series 2006-6 Washington Mutual WMALT 2006-AR8 Credit Suisse HEAT Series 2006-7 Washington Mutual WMALT 2006-AR9 Credit Suisse HEAT Series 2006-8 Washington Mutual WMALT 2006-AR10 Lehman Mortgage Trust Series 2006-1 Washington Mutual WMALT 2006-1 Lehman Mortgage Trust Series 2006-4 Washington Mutual WMALT 2006-2 Lehman Mortgage Trust Series 2006-5 Washington Mutual WMALT 2006-3 Lehman Mortgage Trust Series 2006-6 Washington Mutual WMALT 2006-4 Lehman Mortgage Trust Series 2006-7 Washington Mutual WMALT 2006-5 Lehman Mortgage Trust Series 2006-8 Washington Mutual WMALT 2006-6 Lehman Mortgage Trust Series 2006-9 Washington Mutual WMALT 2006-7 Lehman XS Trust Series 2006-1 Washington Mutual WMALT 2006-8 Lehman XS Trust Series 2006-3 Washington Mutual WMALT 2006-9 (page) Non-Specific Transactions Nominal Trustee Transactions Lehman XS Trust Series 2006-8 Lehman XS Trust Series 2006-11 Lehman XS Trust Series 2006-15 Lehman XS Trust Series 2006-19 Lehman XS Trust Series 2006-20 Lehman Mortgage Trust Series 2006-2 LB-UBS Comm. Mtge. Trust Series 2006-C1 LB-UBS Comm. Mtge. Trust Series 2006-C3 LB-UBS Comm. Mtge. Trust Series 2006-C4 LB-UBS Comm. Mtge. Trust Series 2006-C6 LB-UBS Comm. Mtge. Trust Series 2006-C7 Merrill Lynch Series 2006-MLN1 Merrill Lynch Series 2006-OPT1 Merrill Lynch Series 2006-WMC2 Merrill Lynch Series 2006-FF1 Merrill Lynch Countrywide Series 2006-1 Merrill Lynch Countrywide Series 2006-2 Merrill Lynch Countrywide Series 2006-3 Merrill Lynch Countrywide Series 2006-4 Merrill Lynch Series 2006-AHL1 Merrill Lynch Series 2006-AR1 Merrill Lynch Series 2006-FM1 Merrill Lynch Series 2006-HE2 Merrill Lynch Series 2006-HE3 Merrill Lynch Series 2006-HE4 Merrill Lynch Series 2006-HE5 Merrill Lynch Series 2006-HE6 Merrill Lynch Series 2006-RM1 Merrill Lynch Series 2006-RM2 Merrill Lynch Series 2006-RM3 Merrill Lynch Series 2006-RM4 Merrill Lynch Series 2006-RM5 Merrill Lynch Series 2006-SD1 Merrill Lynch Series 2006-SL1 Merrill Lynch Series 2006-SL2 Merrill Lynch Series 2006-C1 Merrill Lynch Series 2006-C2 Morgan Stanley Capital I Series 2006-HQ8 Morgan Stanley Capital I Series 2006-HQ9 Morgan Stanley Capital I Series 2006-IQ11 Morgan Stanley Capital I Series 2006-IQ12 Morgan Stanley Mtg Loan Trust Series 2006-4SL Morgan Stanley Mtg Loan Trust Series 2006-10SL Morgan Stanley Mtg Loan Trust Series 2006-14SL OWNIT Mortgage Loan Trust Series 2006-3 OWNIT Mortgage Loan Trust Series 2006-4 Custodian Only Transactions Paying Agent Only Transactions Lehman XS Trust Series 2006-5 Lehman XS Trust Series 2006-7 Lehman XS Trust Series 2006-9 Lehman XS Trust Series 2006-10N Lehman XS Trust Series 2006-12 Lehman XS Trust Series 2006-13 Lehman XS Trust Series 2006-17 Morgan Stanley Series 2006-HE1 Morgan Stanley Series 2006-HE2 Morgan Stanley Series 2006-HE3 Morgan Stanley Series 2006-HE4 Morgan Stanley Series 2006-HE5 Morgan Stanley Series 2006-HE6 Morgan Stanley Series 2006-HE7 Morgan Stanley Series 2006-HE8 Morgan Stanley HEL Series 2006-1 NYMC Series 2006 SAIL 2006-1 SAIL 2006-2 SAIL 2006-3 SAIL 2006-4 SARM 2006-1 SARM 2006-2 SARM 2006-3 SARM 2006-4 SARM 2006-5 SARM 2006-6 SARM 2006-7 SARM 2006-8 SARM 2006-9 SARM 2006-10 SARM 2006-11 SARM 2006-12 SASCO 2006-BC1 SASCO 2006-BC2 SASCO 2006-BC3 SASCO 2006-BC4 SASCO 2006-BC5 SASCO 2006-BC6 SASCO 2006-S1 SASCO 2006-S2 SASCO 2006-S3 SASCO 2006-S4 Sequoia Alternative Loan Trust Series 2006-1 (page) Non-Specific Transactions Nominal Trustee Transactions OWNIT Mortgage Loan Trust Series 2006-5 OWNIT Mortgage Loan Trust Series 2006-6 OWNIT Mortgage Loan Trust Series 2006-7 SACO I Trust Series 2006-1 SACO I Trust Series 2006-2 SACO I Trust Series 2006-3 SACO I Trust Series 2006-4 SACO I Trust Series 2006-5 SACO I Trust Series 2006-6 SACO I Trust Series 2006-7 SACO I Trust Series 2006-8 SACO I Trust Series 2006-9 SACO I Trust Series 2006-10 SACO I Trust Series 2006-12 SATURNS Series 2006-1 SATURNS Series 2006-2 TILES Series 2006-1 Wachovia Bank CMT Series 2006-C24 Custodian Only Transactions Paying Agent Only Transactions
EX-33 (c) (logo) WELLS FARGO Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (the "Company") provides this assessment of compliance with the following applicable 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 regards to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), 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"). Third parties classified as vendors: With respect to servicing criteria 1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform Commercial Code filing functions required by the servicing criteria ("vendors"). The Company has determined that none of the vendors is a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of 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"). The Company has policies and procedures in place to provide reasonable assurance that each vendor's 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. With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria: 1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company has assessed compliance with the Applicable Servicing Criteria, 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. Other than as identified on Schedule A hereto, as of and for the Period, the Company was in material compliance with the Applicable Servicing Criteria. Any material instances of noncompliance by a vendor of which the Company is aware and any material deficiency in the Company's policies and procedures to monitor vendors' compliance that the Company has identified is specified on Schedule A hereto. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance as of and for the Period. WELLS FARGO BANK, NATIONAL ASSOCIATION By:/s/ Brian Bartlett Brian Bartlett Its: Executive Vice President Dated: March 1, 2007 (page) (logo) WELLS FARGO Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. Schedule A Material Instances of Noncompliance by the Company 1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets, which errors may or may not have been material. All such errors were the result of data processing errors and/or the mistaken interpretation of data provided by other parties participating in the servicing function. All necessary adjustments to data processing systems and/or interpretive clarifications have been made to correct those errors and to remedy related procedures. Material instances of Noncompliance by any Vendor NONE Material Deficiencies In Company's Policies and Procedures to Monitor Vendors' Compliance NONE EX-33 (d) (logo) WELLS FARGO Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (the "Company") provides this assessment of compliance with the following applicable 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 regards to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), 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"). Third parties classified as vendors: With respect to servicing criteria 1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform Commercial Code filing functions required by the servicing criteria ("vendors"). The Company has determined that none of the vendors is a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of 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"). The Company has policies and procedures in place to provide reasonable assurance that each vendor's 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. With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria: 1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company has assessed compliance with the Applicable Servicing Criteria, 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. Other than as identified on Schedule A hereto, as of and for the Period, the Company was in material compliance with the Applicable Servicing Criteria. Any material instances of noncompliance by a vendor of which the Company is aware and any material deficiency in the Company's policies and procedures to monitor vendors' compliance that the Company has identified is specified on Schedule A hereto. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance as of and for the Period. WELLS FARGO BANK, NATIONAL ASSOCIATION By:/s/ Brian Bartlett Brian Bartlett Its: Executive Vice President Dated: March 1, 2007 (page) (logo) WELLS FARGO Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. Schedule A Material Instances of Noncompliance by the Company 1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets, which errors may or may not have been material. All such errors were the result of data processing errors and/or the mistaken interpretation of data provided by other parties participating in the servicing function. All necessary adjustments to data processing systems and/or interpretive clarifications have been made to correct those errors and to remedy related procedures. Material instances of Noncompliance by any Vendor NONE Material Deficiencies In Company's Policies and Procedures to Monitor Vendors' Compliance NONE EX-33 (e) (logo) 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-34 (a) (logo) KPMG KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568 Report of Independent Registered Public Accounting Firm The Board of Directors Countrywide Financial Corporation: We have examined management's assessment, included in the accompanying Assessment of Compliance with Applicable Servicing Criteria, that Countrywide Financial Corporation and certain of its subsidiaries, including its direct and indirect wholly owned subsidiaries, Countrywide Home Loans (CHL), Countrywide Tax Services Corporation, Newport Management Corporation, and Countrywide Home Loans Servicing L.P., a wholly owned subsidiary of CHL (collectively the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly issued residential mortgage-backed securities (securities collateralized by residential mortgage loans, including prime, alternative loan products, subprime, HELOC, and closed seconds) issued on or after January 1, 2006, for which the Company provides cash collection and administration, investor remittances, and reporting (except for those activities relating to trustee and paying agent services), and pool asset administration (except for those activities relating to custodial operations of pool assets and related documents), collectively "Servicing Functions", excluding any transactions issued by any government sponsored enterprise for which the Company provides Servicing Functions (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it relates to information other than that contained in the monthly remittance report delivered by the servicer to the master servicer, trustee, and/or bond administrator, and 1122(d)(3)(i)(D), only as it relates to the agreeing with investors' records as to the total unpaid principal balance and number of pool assets serviced by the servicer, 1122(d)(3)(ii), only as it relates to amounts other than amounts remitted by the servicer to the master services, trustee, and/or bond administrator, 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), and 1122(d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii) relate to the custodial operations of the pool assets and related documents (collateral file) by the document custodian responsible for such functions for the related transaction and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (derivative transactions), as of and for the year ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assessment about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, (page) our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assessment that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 is fairly stated in all material respects. /s/ KPMG LLP Los Angeles, California February 28, 2007 2 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-34 (b) Report of Independent Registered Public Accounting Firm We have examined management's assertion, included in the accompanying Management's Assertion on Compliance with Item 1122 Criteria, that LaSalle Bank National Association ("LBNA" or "the Company"), a wholly owned subsidiary of LaSalle Bank Corporation, complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB for all new Asset Backed Securities, Commercial Mortgage Backed Securities and Residential Mortgage Backed Securities securitization trust transactions subsequent to January 1, 2006, to the extent subject to Regulation AB for which LBNA is trustee ("the Platform"), as of and for the year ended December 31, 2006, except for those criteria which the Company has determined are not applicable to the activities performed by them with respect to the Platform covered by this report. See Exhibit A of management's assertion for a list of servicing criteria determined by the Company to be applicable to the activities performed by them with respect to the Platform. As indicated in the Management's Assertion on Compliance with Item 1122 Criteria, management's assertion for servicing criteria 1122(d)(3)(i)(A) and (B) covers only the information in reports to investors that is specifically required by the respective transaction agreements, and not to any additional information included in reports to investors that is not required by the respective transaction agreements. Management is responsible for the Company's compliance with the servicing criteria listed in Exhibit A. 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 individual mortgage 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 year ended December 31, 2006 for the Platform, is fairly stated, in all material respects. /s/ Ernst & Young LLP February 28, 2007 Chicago, Illinois EX-34 (c) (logo) KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60801-5212 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 the compliance of the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) 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, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), 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 the accompanying management's Assessment of Compliance With Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), 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 KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm of KPMG International, a Swiss cooperation. (page) (logo) KPMG procedures in place designed to provide 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. Our examination disclosed material noncompliance with criterion 1122(d)(3)(i), as applicable to the Company during the twelve months ended December 31, 2006. Certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets. In our opinion, except for the material non-compliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as discussed above, as of and for the twelve months ended December 31, 2006. /s/ KPMG LLP Chicago, IL 60601 March 1, 2007 EX-34 (d) (logo) KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60801-5212 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 the compliance of the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) 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, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), 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 the accompanying management's Assessment of Compliance With Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), 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 KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm of KPMG International, a Swiss cooperation. (page) (logo) KPMG procedures in place designed to provide 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. Our examination disclosed material noncompliance with criterion 1122(d)(3)(i), as applicable to the Company during the twelve months ended December 31, 2006. Certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets. In our opinion, except for the material non-compliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as discussed above, as of and for the twelve months ended December 31, 2006. /s/ KPMG LLP Chicago, IL 60601 March 1, 2007 EX-34 (e) (logo) KPMG 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. EX-35 (a) (logo) Countrywide HOME LOANS 400 Countrywide Way Simi Valley, California 93065-6298 February 28, 2007 WELLS FARGO 9062 OLD ANNAPOLIS RD COLUMBIA, MD 21045 Laneise Foxworth OFFICER'S CERTIFICATE I, Joseph Candelario, hereby certify that I am an officer of Countrywide GP, Inc., general partner of Countrywide Home Loans Servicing LP (the "Servicer"). I further certify, with respect to the applicable servicing agreement relating to the securitization transaction(s) set forth on Exhibit A attached hereto (the "Servicing Agreement") that: (a) A review of the activities of the Servicer during the preceding calendar year and of the performance of the Servicer under the Servicing Agreement has been made under my supervision; and (b) To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Servicing Agreement in all material respects throughout such year. /s/ Joseph Candelario Joseph Candelario First Vice President Compliance Officer Loan Administration February 28, 2007 See Deal Name listing on following page. (page) Exhibit A ACE 2006-CW1 ACE 2006-FM2 ACE 2006-NC2 ACE 2006-NC3 BAFC 2006-2 BAFC 2006-A BAFC 2006-D BAFC 2006-H BCAP 2006AA1 BCAP 2006-AA2 BSALTA 2006-1 BSALTA 2006-2 BSALTA 2006-3 BSALTA 2006-4 BSALTA 2006-5 BSALTA 2006-6 BSALTA 2006-7 BSALTA 2006-8 BSARM 2006-2 BSARM 2006-4 CSAB 2006-2 CSAB 2006-3 CSAB 2006-4 CSFB ARMT 2006-1 CSFB ARMT 2006-2 CSFB ARMT 2006-3 CSMC 2006-1 CSMC 2006-2 CSMC 2006-3 CSMC 2006-4 CSMC 2006-5 CSMC 2006-7 CSMC 2006-8 CSMC 2006-9 DBALT 2006-AB3 (SUB) DBALT 2006-AB4 (SUB) DBALT 2006-AF1 DBALT 2006-AR1 DBALT 2006-AR2 DBALT 2006-AR3 DBALT 2006-AR4 DBALT 2006-AR5 (SUB) DBALT 2006-AR6 (SUB) DBALT 2006-OA1 (SUB) GSAA 2006-10 (SUB) GSAA 2006-11 GSAA 2006-14 GSAA 2006-16 GSAA 2006-17 (page) Exhibit A (con't.) GSAA 2006-19 GSAA 2006-20 GSAA 2006-4 GSAA 2006-4 (SUB) GSAA 2006-7 SUB GSAA 2006-8 GSAA 2006-8 (SUB) GSR 2006-1F (SUB) GSR 2006-1F (SUB) GSR 2006-2F (SUB) GSR 2006-2F (SUB) GSR 2006-3F (SUB) GSR 2006-3F (SUB) GSR 2006-5F (SUB) GSR 2006-5F (SUB) GSR 2006-6F GSR 2006-7F GSR 2006-8F GSR 2006-9F GSR 2006-10F GSR 2006-AR1 GSR 2006-AR2 GSR 2006-OA1 HARBORVIEW 2006-2 HARBORVIEW 2006-6 HARBORVIEW 2006-11 HARBORVIEW 2006-12 SASCO 2006-BC2 SASCO 2006-BC3 SASCO 2006-BC4 SASCO 2006-BC5 THORNBURG 2006-1 THORNBURG 2006-2 THORNBURG 2006-4 THORNBURG 2006-5 DBALT 2006-AR6 DBALT 2006-OA1 GSR 2006-1F GSR 2006-5F JPMMT 2006-A7 JPMMT 2006-S2 JPMMT 2006-S3 JPMMT 2006-54 LMT 2006-9 LUMINENT 2006-2 LUMINENT 2006-5 LUMINENT 2006-5 LUMINENT 2006-6 MARM 2006-2 MARM 2006-OA2 MLMI 2006-A1 (page) Exhibit A (con't.) MLMI 2006-A2 MLMI 2006-A3 MLMI 2006-A4 MSAC 2006-HE8 MSIX 2006-1 MSM 2006-1AR SAIL 2006-3 SAMI II 2006-AR1 SAMI II 2006-AR2 SAMI II 2006-AR3 SAMI II 2006-AR4 SAMI II 2006-AR6 SAMI II 2006-AR7 SAMI II 2006-AR8 SARM 2006-2 SARM 2006-3 SARM 2006-4 SARM 2006-5 SARM 2006-7 SARM 2006-8 SARM 2006-9 THORNBURG 2006-3 ZUNI 2006-OA1 GSR 2006-3F GSR 2006-2F PRIME 2006-CL1 SARM 2006-1 THORNBURG 2006-6 JPALT 2006-A1 JPALT 2006-A2 JPALT 2006-A3 JPALT 2006-A4 JPALT 2006-A6 JPALT 2006-A7 JPALT 2006-S1 JPALT 2006-S3 JPALT 2006-S4 JPMAC 2006-CW2 JPMMT 2006-A1 JPMMT 2006-A2 JPMMT 2006-A3 JPMMT 2006-A4 JPMMT 2006-A6 HASCO 2006-HE1 SEQUOIA 2006-1 SEQUOIA 2006-1 SQALT 2006-1 EX-35 (b) EX-35 (c) (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. March 26, 2007 Sequoia Residential Funding, Inc. One Belvedere Place Suite 330 Mill Valley, CA 94941 RE: Annual Statement As To Compliance for Sequoia Alternative Loan Trust 2006-1 Per Section 9.11 of the Pooling and Servicing Agreement, dated as of 1/1/2006, the undersigned Officer of Wells Fargo Bank, N.A., (Master Servicer), hereby certifies the following for the 2006 calendar year or portion thereof: (A) a review of such party's activities during the preceding calendar year or portion thereof and of such party's performance under this Agreement has been made under such officer's supervision and (B) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Certified By: /s/ Scott Strack Scott Strack, Vice President Certified By: /s/ Gordon Johnson Gordon Johnson, Assistant Secretary EX-35 (d) (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. March 06, 2007 Sequoia Residential Funding, Inc. One Belvedere Place Suite 330 Mill Valley, CA 94941 RE: Annual Statement As To Compliance for Sequoia Alternative Loan Trust 2006-1 Per Section 6.22 of the Pooling and Servicing Agreement, dated as of 1/1/2006, the undersigned Officer of Wells Fargo Bank, N.A., (Trust Administrator), hereby certifies the following for the 2006 calendar year or portion thereof: (A) a review of such party's activities during the preceding calendar year or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer's supervision and (B) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Certified By: /s/ Barry Akers Barry Akers Vice President Certified By: /s/ Gordon Johnson Gordon Johnson, Assistant Secretary