Exhibit 34.4
[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.
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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
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Name: Gary R. Vaughan
Its: Managing Director
By: /s/ David Co
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Name: David Co
Its: Director
By: /s/ Jose Sicilia
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Name: Jose Sicilia
Its: Managing Director
By: /s/ Kevin Fischer
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Name: Kevin Fischer
Its: Vice President
By: /s/ Robert Frier
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Name: Robert Frier
Its: Director
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ Kevin C. Weeks
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Name: Kevin C. Weeks
Its: Managing Director
By: /s/ Jenna Kaufman
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Name: Jenna Kaufman
Its: Director