Exhibit 33.4
[CLAYTON LOGO]
Certification Regarding Compliance with Applicable Servicing Criteria
1. Clayton Fixed Income Services Inc. ("CFIS") is responsible for assessing
compliance with the servicing criteria applicable to it under paragraph (d)
of Item 1122 of Regulation AB, as of and for the 12-month period ending
December 31, 2006 (the "Reporting Period"). The transactions covered by
this report include mortgage-backed securities transactions (each, a
"Trust") for which CFIS acted as credit risk manager (the "Platform"),
including: FFMLT 2006-FF16; Soundview 2006-WF1; and Soundview 2006-WF2.
2. The criteria listed in the column titled "Performed by CFIS" in Appendix A
are those criteria applicable (in part) to the Platform under paragraph (d)
of 1122 of Regulation AB and are those criteria for which this
certification is required pursuant to the terms and conditions of the
various trust agreements and/or pooling and servicing agreements (the
"Transaction Documents") through which CFIS was retained to act as credit
risk manager;
3. CFIS can only certify compliance with sub-parts (A) and (B) of the criteria
set forth in 1122(d)(3)(i) because sub-parts (C) and (D) are not within the
scope of services CFIS has been retained to provide to the Trusts.
A. With respect to subparts (A) and (B) of 1122(d)(3)(i), management
identified certain instances where component sections specified in the
Transaction Documents were not included in a given month's credit risk
manager report. These instances related to one of the following: (i) a
loss analysis was not included; (ii) a mortgage insurance analysis was
not included; or (iii) the standard default assumption (SDA) analytic
was not included. Management believes that items (i), (ii), and (iii)
above occurred for the following reasons, respectively: (i) the
relevant Trust had not incurred any losses as of the date of the
report; (ii) the relevant Trust did not have a mortgage insurance
policy or there had been no mortgage insurance activity as of the date
of the report; and (iii) there was insufficient or statistically
insignificant data available to generate the applicable analytic
component.
B. With respect to subpart (C) of 1122(d)(3)(i), CFIS is not required to
file its reports with Securities Exchange Commission; per the
Transaction Documents, the CFIS reports are to be included in the
monthly filing responsibility for filing with the Commission rests
with a party other than CFIS. Accordingly, the certification contained
herein with respect to the Platform applies only to CFIS delivering
its reports to the applicable third party responsible for including
CFIS' reports with the Commission in accordance with the Commission's
rules and regulations.
C. With respect to subpart (D) of 1122(d)(3)(i), CFIS is not responsible
for ensuring that its reports "agree with investors' or the trustee's
records as to the total unpaid principal balance and number of pool
assets serviced by the Servicer." CFIS' role (in part) in the
transactions in which it is retained is to provide oversight functions
with respect to the servicers in such transactions and to identify
issues in the areas of collateral reporting. In connection with such
role, CFIS would report on discrepancies between the balance and
number of pool assets as reported by the various transaction
fiduciaries.
Certificate of Compliance - Regulation AB
Clayton Fixed Income Services; March 2007
[CLAYTON LOGO]
4. Those criteria listed in the column "Inapplicable Servicing Criteria" on
Appendix A hereto are inapplicable to CFIS based on the activities it
performs with respect to the Platform;
5. Subject to the foregoing, CIFS has complied, in all material respects, with
the applicable servicing criteria as of December 31, 2006 and for the
Reporting Period with respect to the Platform taken as a whole;
6. Hein & Associates, a registered public accounting firm, has issued an
attestation report on CFIS' assessment of compliance with the applicable
servicing criteria for the Reporting Period. Such report is attached
hereto.
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Certificate of Compliance - Regulation AB
Clayton Fixed Income Services; March 2007
CLAYTON
March 15, 2007
Clayton Fixed Income Services Inc.
By: /s/ Kevin J. Kanouff
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Name: Kevin J. Kanouff
Title: President
Certificate of Compliance - Regulation AB
Clayton Fixed Income Services; March 2007
[CLAYTON LOGO]
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Regulation AB Performed INAPPLICABLE
Section by SERVICING
Reference Criteria CFIS CRITERIA
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General Servicing Considerations
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1122(d)(l)(i) Policies and procedures are instituted to
monitor any performance or other triggers X
and events of default in accordance with
the transaction agreements.
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1122(d)(l)(ii) If any material servicing activities are
outsourced to third parties, policies and
procedures are instituted to monitor the X
third party's performance and compliance
with such servicing activities.
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1122(d)(l)(iii) Any requirements in the transaction
agreements to maintain a back-up X
servicer for the pool assets are
maintained.
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1l22(d)(l)(iv) A fidelity bond and errors and omissions
policy is in effect on the party
participating in the servicing function X
throughout the reporting period in the
amount of coverage required by and otherwise
in accordance with the terms of the
transaction agreements.
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Cash Collection and Administration
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1122(d)(2)(i) Payments on pool assets are deposited into
the appropriate custodial bank accounts and
related bank clearing accounts no more than X
two business days following receipt, or such
other number of days specified in the
transaction agreements.
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1122(d)(2)(ii) Disbursements made via wire transfer on
behalf of an obligor or to an investor X
are made only by authorized personnel.
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1122(d)(2)(iii) Advances of funds or guarantees regarding
collections, cash flows or distributions,
and any interest or other fees charged for X
such advances, are made, reviewed and
approved as specified in the transaction
agreements.
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1122(d)(2)(iv) The related accounts for the transaction,
such as cash reserve accounts or accounts
established as a form of
overcollateralization, are separately X
maintained (e.g., with respect to
commingling of cash) as set forth in the
transaction agreements.
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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 X
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.
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1122(d)(2)(vi) Unissued checks are safeguarded so as to X
prevent unauthorized access.
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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 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.
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Certificate of Compliance - Regulation AB
Clayton Fixed Income Services; March 2007
[CLAYTON LOGO]
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Regulation AB Performed INAPPLICABLE
Section by SERVICING
Reference Criteria CFIS CRITERIA
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Investor Remittances and Reporting
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1122(d)(3)(i) Reports to investors, including those to be X
filed with the Commission, are maintained in
accordance with the transaction agreements
and applicable Commission requirements.
Specifically, such reports (A) are prepared
in accordance with timeframes and other terms
set forth in the transaction agreements; (B)
provide information calculated in accordance
with the terms specified in the transaction
agreements; (C) are filed with the Commission
as required by its rules and regulations; and
(D) agree with investors' or the trustee's
records as to the total unpaid principal
balance and number of pool assets serviced by
the Servicer.
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1122(d)(3)(ii) Amounts due to investors are allocated and
remitted in accordance with timeframes, X
distribution priority and other terms set
forth in the transaction agreements.
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1122(d)(3)(iii) Disbursements made to an investor are posted within two X
business days to the Servicer's investor records, or such
other number of days specified in the transaction
agreements.
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1122(d)(3)(iv) Amounts remitted to investors per the
investor reports agree with cancelled X
checks, or other form of payment, or
custodial bank statements.
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Pool Asset Administration
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1122(d)(4)(i) Collateral or security on pool assets is
maintained as required by the transaction X
agreements or related mortgage loan
documents.
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1122(d)(4)(ii) Pool assets and related documents are
safeguarded as required by the X
transaction agreements
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1122(d)(4)(iii) Any additions, removals or substitutions to
the asset pool are made, reviewed and
approved in accordance with any conditions X
or requirements in the transaction
agreements.
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1122(d)(4)(iv) Payments on pool assets, including any X
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.
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1122(d)(4)(v) The Servicer's records regarding the pool
assets agree with the Servicer's records X
with respect to an obligor's unpaid
principal balance.
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1122(d)(4)(vi) Changes with respect to the terms or status of
an obligor's pool assets (e.g., loan modifications or
re-agings) are made, reviewed and approved by X
authorized personnel in accordance with the transaction
agreements and related pool asset documents.
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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 X
initiated, conducted and concluded in
accordance with the timeframes or other
requirements established by the transaction
agreements.
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Certificate of Compliance - Regulation AB
Clayton Fixed Income Services; March 2007
[CLAYTON LOGO]
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Regulation AB Performed INAPPLICABLE
Section by SERVICING
Reference Criteria CFIS CRITERIA
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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 X
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).
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1122(d)(4)(ix) Adjustments to interest rates or rates of
return for pool assets with variable rates X
are computed based on the related pool
asset documents.
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1122(d)(4)(x) 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 transaction agreements; (B) X
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.
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1122(d)(4)(xi) Payments made on behalf of an obligor (such
as tax or insurance payments) are made on or before the
related penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided X
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.
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1122(d)(4)(xii) Any late payment penalties in connection
with any payment to be made on behalf of an
obligor are paid from the Servicer's funds X
and not charged to the obligor, unless the
late payment was due to the obligor's error
or omission.
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1122(d)(4)(xiii) Disbursements made on behalf of an obligor
are posted within two business days to the
obligor's records maintained by the X
Servicer, or such other number of days
specified in the transaction agreements.
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1122(d)(4)(xiv) Delinquencies, charge-offs and
uncollectible accounts are recognized and X
recorded in accordance with the
transaction agreements.
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1122(d)(4)(xv) Any external enhancement or other support,
identified in Item 1114(a)(1) through (3) X
or Item 1115 of Regulation AB, is maintained
as set forth in the transaction agreements.
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Certificate of Compliance - Regulation AB
Clayton Fixed Income Services; March 2007