Exhibit 33.1
REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA
U.S. Bank National Association ("U.S. Bank") as a party participating in the
servicing function for the following transactions:
U.S. Bank Corporate Trust Repackaging Platform(1)
hereby provides the following report on its assessment of compliance with the
servicing criteria set forth in Item 1122 of Regulation AB applicable to it
and as described on Exhibit A hereto:
1. U.S. Bank is responsible for assessing its compliance with the
servicing criteria applicable to it as noted on the accompanying
Exhibit A;
2. U.S. Bank used the criteria set forth in paragraph (d) of Item 1122
of Regulation AB to assess its compliance with the applicable
servicing criteria;
3. U.S. Bank's assessment of its compliance with the applicable
servicing criteria is as of and for the period beginning on January
1, 2006 and ending December 31, 2006, the end of the fiscal year
covered by the Form 10-K report. U.S. Bank's participation in the
servicing function complied in all material respects with the
applicable servicing criteria.
4. Ernst & Young, a registered public accounting firm, has issued an
attestation report on U.S. Bank's assessment of compliance with the
applicable servicing criteria as of and for the period beginning on
January 1, 2006 and ending December 31, 2006, the end of the fiscal
year covered by the Form 10-K report.
U.S. BANK NATIONAL ASSOCIATION
/s/ Bryan R. Calder
------------------------------
Name: Bryan R. Calder
Title: Executive Vice President
Date: February 26, 2007
- ---------------------------
(1) The U.S. Bank Corporate Trust Repackaging Platform (the "Platform")
consists of the activities involved in the performance of servicing functions
for publicly issued transactions comprised of the repackaging of corporate
debt and/or other agency securities the securities of which were offered on or
after January 1, 2006. The Platform does not include asset-backed or
mortgage-backed transactions serviced by a pool of receivables or other
financial assets.
EXHIBIT A to Management's Assertion
Reg AB Servicing Criteria
Reference
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted to monitor any Not Applicable
performance or other triggers and events of default in
accordance with the transaction agreements.
1122(d)(1)(ii) If any material servicing activities are outsourced to
third parties, policies and procedures are instituted to
monitor the third party's performance and compliance with
such servicing activities.
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain Not Applicable
a back-up servicer for the Pool Assets are maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in
effect on the party participating in the servicing
function throughout the reporting period in the amount of
coverage required by and otherwise in accordance with the
terms of the transaction agreements.
Cash Collection and Administration
1122(d)(2)(i) Payments on pool assets are deposited into the
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days
following receipt, or such other number of days specified
in the transaction agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized
personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, Not Applicable
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
reserve accounts or accounts established as a form of
over collateralization, are separately maintained (e.g.,
with respect to commingling of cash) as set forth in the
transaction agreements.
1122(d)(2)(v) Each custodial account is maintained at a federally
insured depository institution as set forth in the
transaction agreements. For purposes of this criterion,
"federally insured depository institution" with respect
to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts.
These reconciliations are (A) mathematically accurate;
(B) prepared within 30 calendar days after the bank
statement cutoff date, or such other number of days
specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared
the reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved
within 90 calendar days of their original identification,
or such other number of days specified in the transaction
agreements.
Investor Remittances and Reporting
1122(d)(3)(i) Reports to investors, including those to be filed with
the Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared
in accordance with timeframes and other terms set forth
in the transaction agreements; (B) provide
10
information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed
with the Commission as required by its rules and regulations;
and (D) agree with investors' or the trustee's records as
to the total unpaid principal balance and number of Pool Assets
serviced by the Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and
other terms set forth in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such
other number of days specified in the transaction
agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports
agree with cancelled checks, or other form of payment, or
custodial bank statements.
Pool Asset Administration
1122(d)(4)(i) Collateral or security on pool assets is maintained as Not Applicable
required by the transaction agreements or related pool
asset documents.
1122(d)(4)(ii) Pool assets and related documents are safeguarded as
required by the transaction agreements
1122(d)(4)(iii) Any additions, removals or substitutions to the asset
pool are made, reviewed and approved in accordance with
any conditions or requirements in the transaction
agreements.
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are
posted to the Servicer's obligor records maintained no
more than two business days after receipt, or such other
number of days specified in the transaction agreements,
and allocated to principal, interest or other items
(e.g., escrow) in accordance with the related pool asset
documents.
1122(d)(4)(v) The Servicer's records regarding the pool assets 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 Not Applicable
obligor's pool assets (e.g., loan modifications or
re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements
and related pool asset documents.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance
plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the
transaction agreements.
1122(d)(4)(viii) Records documenting collection efforts are maintained
during the period a pool asset is delinquent in
accordance with the transaction agreements. Such records
are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and
describe the entity's activities in monitoring delinquent
pool assets including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool Not Applicable
assets with variable rates are computed based on the related
pool asset documents.
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as Not Applicable
escrow accounts): (A) such funds are analyzed, in
accordance with the obligor's pool asset documents, on at
least an annual basis, or such other period specified in
the transaction agreements; (B) interest on such funds is
paid, or credited, to obligors in accordance with applicable
pool asset documents and state laws; and (C) such funds
are returned to the obligor within 30 calendar days
of full repayment of the related pool assets, or such other
number of days specified in the transaction agreements.
11
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or Not Applicable
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such
support has been received by the servicer at least 30
calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
1122(d)(4)(xii) Any late payment penalties in connection with any payment Not Applicable
to be made on behalf of an obligor are paid from the
Servicer's funds and not charged to the obligor, unless
the late payment was due to the obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted Not Applicable
within two business days to the obligor's records
maintained by the servicer, or such other number
of days specified in the transaction agreements.
Not Applicable
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the
transaction agreements.
Not Applicable
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.
12