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: 333-130524-04
ABFC 2006-OPT3 Trust
(exact name of issuing entity as specified in its charter)
Asset Backed Funding Corporation
(exact name of the depositor as specified in its charter)
Bank of America, National Association
(exact name of the sponsor as specified in its charter)
New York 51-0611749
(State or other jurisdiction of 51-0611750
incorporation or organization) 51-0611751
51-0611752
51-0611753
54-6725985
(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.
Not Applicable. Registrant is not an accelerated filer or
well-known seasoned issuer.
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 10% or more 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 or other support for the certificates within
this transaction.
No entity or group of affiliated entities provides derivative
instruments with an aggregate significance percentage of 10%
or more.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal or governmental
proceedings involving the Issuing Entity and all parties related to
such Issuing Entity, other than routine litigation incidental to
the duties of those respective parties.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
No changes to the information provided in the prospectus filed
pursuant to Rule 424 of the Securities Act of 1933, as amended,
under the same Central Index Key (CIK) as this annual report on
Form 10-K.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with servicing criteria
and registered public accounting firm attestation reports are
attached hereto under Item 15. The following material instances of
non-compliance are identified therein:
The assessment of compliance for Option One Mortgage Corporation
disclosed the following material noncompliance with the servicing
criteria set forth in Item 1122(d)(1)(iv) of Regulation AB: Option
One Mortgage Corporation's fidelity bond insurance was less than
Fannie Mae requirements by approximately $5.4 million on average
during the first six months of the year and during such six month
period reached up to $8.6 million less than Fannie Mae requirements.
The assessment of compliance for Wells Fargo Bank, N.A.
(Corporate Trust Services) disclosed material noncompliance with
Item 1122(d)(3)(i), as applicable to Wells Fargo Bank, N.A. 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.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item
15.
The servicer compliance statements disclose the following failure of
one of the servicers to fulfill its obligations under the applicable
agreements in all material respects:
Option One Mortgage Corporation's fidelity bond insurance was less
than Fannie Mae requirements by approximately $5.4 million on
average during the first six months of the year and during such
six month period reached up to $8.6 million less than Fannie Mae
requirements.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
(4.1) Pooling and Servicing Agreement, dated as of October 1, 2006, among
Asset Backed Funding Corporation, as depositor, Option One Mortgage
Corporation, as servicer, and Wells Fargo Bank, N.A., as trustee,
incorporated by reference from Exhibit 4.1 of the issuing entity's
Current Report on Form 8-K filed on November 29, 2006.
(4.2) Mortgage Loan Purchase Agreement, dated as of October 1, 2006, between
Bank of America, National Association and Asset Backed Funding
Corporation, incorporated by reference from Exhibit 4.2 of the
issuing entity's Current Report on Form 8-K filed on November 29, 2006.
(10.1) Flow Sale and Servicing Agreement, dated July 28, 2006, among Bank of
America, National Association, Option One Mortgage Corporation and its
affiliates, incorporated by reference from Exhibit 10.1 of the
issuing entity's Current Report on Form 8-K filed on November 29, 2006.
(10.2) Assignment, Assumption and Recognition Agreement, dated November 14,
among Asset Backed Funding Corporation, Bank of America, National
Association and Option One Mortgage Corporation, incorporated by
reference from Exhibit 10.2 of the issuing entity's Current Report on
Form 8-K filed on November 29, 2006.
(10.3) Interest Rate Swap Agreement, dated November 1, 2006, between Wells
Fargo Bank, N.A. and Bank of America, National Association,
incorporated by reference from Exhibit 10.3 of the issuing entity's
Current Report on Form 8-K filed on November 29, 2006.
(31) Rule 13a-14(d)/15d-14(d) Certifications.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
<s> <c>
a) FIS Tax Services f/k/a LSI Tax Services as Sub-Contractor for Option One Mortgage Corporation <F1>
b) Option One Mortgage Corporation, as Servicer <F1>
c) Wells Fargo Bank, N.A., as Trustee <F1>
d) Wells Fargo Bank, N.A., as Custodian <F1>
e) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Option One Mortgage Corporation <F1>
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
<s> <c>
a) FIS Tax Services f/k/a LSI Tax Services as Sub-Contractor for Option One Mortgage Corporation <F1>
b) Option One Mortgage Corporation, as Servicer <F1>
c) Wells Fargo Bank, N.A., as Trustee <F1>
d) Wells Fargo Bank, N.A., as Custodian <F1>
e) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Option One Mortgage Corporation <F1>
(35) Servicer compliance statement.
<s> <c>
a) Option One Mortgage Corporation, as Servicer <F1>
b) Wells Fargo Bank, N.A., as Trustee <F1>
(b) Not applicable.
(c) Omitted.
<F1> Filed herewith.
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.
Asset Backed Funding Corporation
(Depositor)
/s/ Daniel B. Goodwin
Daniel B. Goodwin, President
Date: March 27, 2007
Exhibit Index
Exhibit No.
(4.1) Pooling and Servicing Agreement, dated as of October 1, 2006, among
Asset Backed Funding Corporation, as depositor, Option One Mortgage
Corporation, as servicer, and Wells Fargo Bank, N.A., as trustee,
incorporated by reference from Exhibit 4.1 of the issuing entity's
Current Report on Form 8-K filed on November 29, 2006.
(4.2) Mortgage Loan Purchase Agreement, dated as of October 1, 2006, between
Bank of America, National Association and Asset Backed Funding
Corporation, incorporated by reference from Exhibit 4.2 of the
issuing entity's Current Report on Form 8-K filed on November 29, 2006.
(10.1) Flow Sale and Servicing Agreement, dated July 28, 2006, among Bank of
America, National Association, Option One Mortgage Corporation and its
affiliates, incorporated by reference from Exhibit 10.1 of the
issuing entity's Current Report on Form 8-K filed on November 29, 2006.
(10.2) Assignment, Assumption and Recognition Agreement, dated November 14,
among Asset Backed Funding Corporation, Bank of America, National
Association and Option One Mortgage Corporation, incorporated by
reference from Exhibit 10.2 of the issuing entity's Current Report on
Form 8-K filed on November 29, 2006.
(10.3) Interest Rate Swap Agreement, dated November 1, 2006, between Wells
Fargo Bank, N.A. and Bank of America, National Association,
incorporated by reference from Exhibit 10.3 of the issuing entity's
Current Report on Form 8-K filed on November 29, 2006.
(31) Rule 13a-14(d)/15d-14(d) Certifications.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
<s> <c>
a) FIS Tax Services f/k/a LSI Tax Services as Sub-Contractor for Option One Mortgage Corporation
b) Option One Mortgage Corporation, as Servicer
c) Wells Fargo Bank, N.A., as Trustee
d) Wells Fargo Bank, N.A., as Custodian
e) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Option One Mortgage Corporation
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
<s> <c>
a) FIS Tax Services f/k/a LSI Tax Services as Sub-Contractor for Option One Mortgage Corporation
b) Option One Mortgage Corporation, as Servicer
c) Wells Fargo Bank, N.A., as Trustee
d) Wells Fargo Bank, N.A., as Custodian
e) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Option One Mortgage Corporation
(35) Servicer compliance statement.
<s> <c>
a) Option One Mortgage Corporation, as Servicer
b) Wells Fargo Bank, N.A., as Trustee
EX-31 Rule 13a-14(d)/15d-14(d) Certifications
ABFC 2006-OPT3 TRUST,
ASSET-BACKED CERTIFICATES, SERIES 2006-OPT3
I, Daniel B. Goodwin, the President of Asset Backed Funding Corporation
(the "Depositor"), certify that:
1. I have reviewed this report on Form 10-K, and all reports on Form
10-D required to be filed in respect of the period covered by this
report on Form 10-K of the ABFC 2006- OPT3 Trust (the "Exchange Act
periodic reports");
2. Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do 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 with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic
reports;
4. Based on my knowledge and the servicer compliance statements required
in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have
fulfilled their obligations under the pooling and servicing agreement
in all material respects; and
5. All of the reports on assessment of compliance with the servicing
criteria for asset-backed securities and their related attestation
reports on assessment of compliance with servicing criteria for
asset-backed securities required to be included in this report in
accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 have been included as an exhibit to this report,
except as otherwise disclosed in this report. Any material instances
of noncompliance described in such reports have been disclosed in this
report on Form 10-K.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties:
Option One Mortgage Corporation and Wells Fargo Bank, N.A.
Dated: March 27, 2007
/s/ Daniel B. Goodwin
Signature
President
Title
EX-33 (a)
(logo) FIS TAX SERVICES
A DIVISION OF FIDELITY NATIONAL INFORMATION SERVICES
FIS Tax Services
3100 New York Drive, Suite 100
Pasadena, CA 91107
tel:626.345.2010 * 866-457.4112
fax:626.398.5205
Management Compliance Statement
Management of FIS Tax Services (FIS) and formerly known as LSI Tax Services, is
responsible for assessing compliance with applicable servicing criteria set
forth in Item 1122(d) of Regulation AB of the Securities and Exchange
Commission relating to residential mortgage loans (the Platform), except for
General Servicing Consideration criteria (i)-(iv), Cash Collections and
Administration (i)-(vii), Investor Remittances and Reporting (i)-(iv), and
Pool Asset Administration (i)-(x), (xiv), and (xv), which FIS has determined
are not applicable to the activities it performs with respect to the Platform.
FIS' management has assessed the effectiveness of the Company's compliance with
the applicable servicing criteria as of and for the year ended 2006. In making
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. FIS has
determined the following servicing criteria in paragraph (d)(4) of Item 1122 are
applicable to the activities it performed with respect to the Platform:
(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 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.
(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 and not charged
to the obligor, unless the late payment was due to the obligor's error
or omission.
(xiii) Disbursements, made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer, or
such other number of days specified in the transaction agreements.
Based on such assessment, management believes that, as of and for the year ended
December 31, 2006, FIS has complied in all material respects with the servicing
criteria set forth in Item 1122(d) of Regulation AB of the Securities and
Exchange Commission relating to the servicing of the Platform.
KPMG LLP, a registered public accounting firm, has issued an attestation report
with respect to management's assessment of compliance with the applicable
servicing criteria as of and for the year ended 2006.
To the best of my knowledge and belief, based on such assessment, FIS has
fulfilled all of its applicable obligations throughout the reporting period.
/s/ Darryl A. DeBond
Darryl A. DeBond
Executive Vice President
January 22, 2007
EX-33 (b)
(logo) OPTION ONE MORTGAGE
One gets it done.
www.optiononemortgage.com
Certification Regarding Compliance with Applicable Servicing Criteria
1. Option One Mortgage Corporation and its wholly owned subsidiary,
Premier Property Tax Services, LLC (the "Company" or "Option One")
is responsible for assessing compliance with the servicing criteria
applicable to it under paragraph (d) of Item 1122 of SEC Regulation
AB, as of and for the 12-month period ended December 31, 2006 (the
"Reporting Period"), as set forth in Appendix A hereto. The
transactions covered by this report include publicly-issued
asset-backed securities transactions issued on or after January 1,
2006 for which the Company acted as the master servicer or servicer,
involving first lien and second lien subprime residential mortgage
loans, excluding loans originated and serviced by Option One and
sold to Government Sponsored Enterprises such as FNMA ("Fannie Mae")
and FHLMC ("Freddie Mac") (the "Platform").
2. Except as set forth in paragraph 3 below, the Company used the
criteria set forth in paragraph (d) of Item 1122 of SEC Regulation
AB to assess the compliance with the applicable servicing criteria;
3. The criteria listed in the columns titled "Inapplicable Servicing
Criteria" on Appendix A hereto are inapplicable to the Company based
on the activities it performs, with respect to the Platform;
4. The Company has complied, in all material respects, with the
applicable servicing criteria for the Reporting Period with respect
to the Platform taken as a whole, except as described on Appendix B
hereto;
5. KPMG LLP, a registered public accounting firm, has issued an
attestation report on the Company's assessment of compliance with
the applicable servicing criteria for the Reporting Period.
This certification is dated March 21, 2007.
Option One Mortgage Corporation
By:/s/Rodney A. Smith
Name: Rodney A. Smith
Title: Vice President, Investor Accounting
6501 Irvine Center Drive * Irvine * California * 92618 * (800) 704-0800
(logo) EQUAL HOUSING LENDER
1
(page)
(logo) OPTION ONE MORTGAGE
One gets it done.
www.optiononemortgage.com
APPENDIX A
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
General Servicing Considerations
Policies and procedures are instituted X^1 x^2
to monitor any performance or other
triggers and events of default in
accordance with the transaction
1122(d)(1)(i) agreements.
If any material servicing activities X^3
are outsourced to third parties, policies
and procedures are instituted to monitor
the third party's performance and
compliance with such servicing
1122(d)(1)(ii) activities.
Any requirements in the transaction X
agreements to maintain a back-up servicer
1122(d)(1)(iii) for the pool assets are maintained.
A fidelity bond and errors and X
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
1122(d)(1)(iv) the transaction agreements.
Cash Collection and Administration
Payments on pool assets are deposited X
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
1122(d)(2)(i) agreements.
Disbursements made via wire transfer on X
behalf of an obligor or to investor are
1122(d)(2)(ii) made only by authorized personnel.
Advances of funds or guarantees X
regarding collections, cash flows or
distributions, and any interest or other
fees charged for such advances, are made,
reviewed, and approved as specified in
1122(d)(2)(iii) the transaction agreements.
1^ Option One asserts to the component of the criterion of monitoring
Servicer events of default and Servicer termination triggers related
to events of default.
2^ Another party performs all other activities related to this
criterion.
3^ Option One asserts that only two third parties exist within this
criterion FIS Tex Services (formerly known as LSI Tax Services) and
ZC Sterling Insurance Agency Inc. "ZCSIA". Both of these third
parties have provided an assertion end related attestation report
for the activities they perform with respect to the relevant
criteria.
6501 Irvine Center Drive * Irvine * California * 92618 * (800) 704-0800
(logo) EQUAL HOUSING LENDER
2
(page)
(logo) OPTION ONE MORTGAGE
One gets it done.
www.optiononemortgage.com
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
The related accounts for the X^4 X^5
transaction, such as cash reserve
accounts or accounts established as a
form of overcollateralization, are
separately maintained (e.g., with respect
to commingling of cash) as set forth in
1122(d)(2)(iv) the transaction agreements.
Each custodial account is maintained at X
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)
1122(d)(2)(v) of the Securities Excahnge Act.
Unissued checks are safeguarded so as X^6
1122(d)(2)(vi) to prevent unauthorized access.
Reconciliations are prepared on a X
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
1122(d)(2)(vii) agreements.
4^ Option One asserts to this criterion with respect to establishing
and maintaining principal & interest custodial accounts and impound
(tax & insurance) custodial accounts.
5^ Another party performs all other activities related to this
criterion.
6^ Option One asserts in whole to this criterion as Option One utilizes
safety paper blank check stock and has no unissued checks.
6501 Irvine Center Drive * Irvine * California * 92618 * (800) 704-0800
(logo) EQUAL HOUSING LENDER
3
(page)
(logo) OPTION ONE MORTGAGE
One gets it done.
www.optiononemortgage.com
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
Investor Remittances and Reporting
Reports to investors, including those X^7
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 information X^8
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 the investors' or
trustee's records as to the total unpaid
principal balance and number of [pool
1122(d)(3)(i) assets] serviced by the Servicer.
Amounts due to investors are allocated X^9 X^10
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
1122(d)(3)(ii) agreements.
Disbursements made to an investor are X
posted within two business days to the
Servicer's investor records, or such other
number of days specified in the transaction
1122(d)(3)(iii) agreements.
Amounts remitted to investors per the X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
Pool Asset Administration
Collateral or security on pool assets X^11 X^12
is maintained as required by the
transaction agreements or related mortgage
1122(d)(4)(i) loan documents.
7^ For (A), (B), and (D), the Option One assertion to this criterion is
only for the functions of a Servicer clearly identified in
transaction documents. (C) is not applicable to Option One.
8^ Another party performs all other activities related to this criterion.
9^ Option One asserts to timely remittances to the Trustee as defined in
the transaction agreements.
10^ Another party performs all other activities related to this criterion.
11^ Option One asserts to this criterion only as it relates to its
obligation to request and obtain a collateral file from the
custodian in accordance with the transaction agreements.
12^ Another party performs all other activities related to this criterion.
6501 Irvine Center Drive * Irvine * California * 92618 * (800) 704-0800
(logo) EQUAL HOUSING LENDER
4
(page)
(logo) OPTION ONE MORTGAGE
One gets it done.
www.optiononemortgage.com
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
pool assets and related documents are X^13 X^14
safeguarded as required by the
1122(d)(4)(ii) transaction agreements.
Any additions, removals, or X^15 X^16
substitutions to the asset pool are made,
reviewed, and approved in accordance with
any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
Payments on pool assets, including any X
payoffs, made in accordance with 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
1122(d)(4)(iv) with the related pool asset documents.
The Servicer's records regarding the X
pool assets agree with the Servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
Changes with respect to the terms or X
status of an obligor's pool asset (e.g.,
loan modifications or re-agings) are
made, reviewed and approved by authorized
personnel in accordance with the
transaction agreements and related pool
1122(d)(4)(vi) asset documents.
Loss mitigation or recovery actions X
(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
1122(d)(4)(vii) agreements.
Records documenting collection efforts X
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
1122(d)(4)(viii) example, phone calls, letters, and
13^ Option One asserts to this criterion as it relates to its
responsibility to return collateral files to the custodian when
required under the transaction agreements.
14^ Another party performs all other activities related to this
criterion.
15^ Option One assertion to this criterion is only for
the functions of a Servicer clearly identified in transaction
documents.
16^ Another party performs all other activities related to this
criterion.
6501 Irvine Center Drive * Irvine * California * 92618 * (800) 704-0800
(logo) EQUAL HOUSING LENDER
5
(page)
(logo) OPTION ONE MORTGAGE
One gets it done.
www.optiononemortgage.com
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
payment rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
illness or unemployment).
Adjustments to interest rates or rates X
of return for pool assets with variable
rates are computed based on the related
1122(d)(4)(ix) pool asset documents.
Regarding any funds held in trust for X
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) 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 asset], or such other number
of days specified in the transaction
1122(d)(4)(x) agreements.
Payments made on behalf of an obligor X^17 X
(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 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
1122(d)(4)(xi) the transaction agreements.
Any late payment penalties in X^18 X
connection with any payment 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
1122(d)(4)(xii) to the obligor's error or omission.
17^ Option One asserts only to tax disbursements made by wholly-owned
Premier Property Tax Services, LLC. Option One also outsources the
activities required by this criterion to third parties - FIS Tax
Services (formerly known as LSI Tax Services) and ZC Sterling
Insurance Agency Inc. "ZCSIA" each of whom has performed an assessment
of their compliance obtained a related attestation report.
18^ Option One asserts only to late payments related to tax disbursements made
by wholly-owned Premier Property Tax Services, LLC. Option One also
outsources the activities required by this criterion to third
parties - FIS Tax Services (formerly known as LSI Tax Services) and ZC
Sterling Insurance Agency Inc. "ZCSIA" - each of whom has performed an
assessment of their compliance obtained a related attestation
report.
6501 Irvine Center Drive * Irvine * California * 92618 * (800) 704-0800
(logo) EQUAL HOUSING LENDING
6
(page)
(logo) OPTION ONE MORTGAGE
One gets it done.
www.optiononemortgage.com
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
Disbursements made on behalf of an X^19 X
obligor are posted within two business
days to the obligor's records maintained
by the Servicer, or such other number of
days specified in the transaction
1122(d)(4)(xiii) agreements.
Delinquencies, charge-offs, and X
uncollectible accounts are recognized and
recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
Any external enhancement or other X
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
this Regulation AB, is maintained as set
1122(d)(4)(xv) forth in the transaction agreements.
19^ Option One asserts only to tax disbursements made by wholly-owned
Premier Property Tax Services, LLC. Option One also outsources the
activities required by this criterion to third parties - FIS Tax
Services (formerly known as LSI Tax Services) and ZC Sterling
Insurance Agency Inc. "ZCSIA" - each of whom has performed an
assessment of their compliance obtained a related attestation
report.
6501 Irvine Center Drive * Irvine * California * 92618 * (800) 704-0800
(logo) EQUAL HOUSING LENDER
7
(page)
(logo) OPTION ONE MORTGAGE
One gets it done.
www.optiononemortgage.com
APPENDIX B
Criteria 1122(d)(1)(iv)
Option One's fidelity bond insurance was less than FNMA requirements by
approximately $5.4 million on average during the first six months of the
year, and during such six month period reached up to $8.6 million less than
the FNMA requirements. Upon discovery of the deficiency, Option One renewed
the insurance policy on June 17,2006 for coverage in excess of the FNMA
requirements.
6501 Irvine Center Drive * Irvine * California * 92618 *(800) 704-0800
(logo) EQUAL HOUSING LENDER
8
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
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-33 (e)
(logo) ZC STERLING
ZC Sterling Corporation
210 Interstate North Parkway
Suite 400
Atlanta, GA 30339
Tel 770.690.8400
Fax 770.690.8240
http://www.zcsterling.com
Report on Assessment of Compliance with Securities and Exchange
Commission's Regulation AB Servicing Criteria
For the calendar year ending December 31 2006, or portion thereof (the
"Period"), ZC Sterling Insurance Agency, Inc. ("ZCSIA") has been a subcontractor
for Servicers identified in Appendix A.
The undersigned are Senior Vice Presidents of ZCSIA, have sufficient authority
to make the statements contained in this Assertion and are responsible for
assessing compliance with the servicing criteria applicable to ZCSIA. ZCSIA has
used the servicing criteria communicated to ZCSIA by the Servicer to assess
compliance with the applicable servicing criteria. Accordingly, servicing
criteria 1122 (d) 1(iv), 1122 (d) 2(vi), 1122 (d) 4(xi), 1122 (d) 4(xii), and
1122 (d) 4(xiii) are applicable to the activities performed by ZCSIA with
respect to the Platforms covered by this report. The remaining servicing
criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's
Regulation AB are not applicable to the activities performed by ZCSIA with
respect to the Platform covered by this report. As a subcontractor for Servicer,
ZCSIA has determined that it complied in all material respects with the
servicing criteria listed below. ZCSIA engaged Ernst & Young, LLP ("E&Y"), a
registered public accounting firm, to review ZCSIA's assessment, and E&Y has
issued an attestation report on ZCSIA's assessment of compliance with the
applicable servicing criteria for the Period.
1. ZCSIA maintained a fidelity bond and errors & omissions policy in effect on
ZCSIA throughout the reporting period in the amount of coverage required by the
transaction agreements between the Servicer and ZCSIA (1122(d)((1)(iv)).
2. To the extent that ZCSIA prints checks for Servicer or otherwise has
Servicer's checks or check stock, unissued checks are safeguarded so as to
prevent unauthorized access (1122(d)(2)(vi)). [AS OF DECEMBER 31, 2006, THIS
PROVISION WILL APPLY ONLY FOR THE FOLLOWING SERVICERS: ABN Amro Mortgage Group,
Inc, Option One Mortgage Corporation, Sun Trust Mortgage, Inc., HomEq Servicing
Corporation, Wachovia Insurance Corporation, Wells Fargo Home Mortgage.
(page)
3. Payments made on behalf of Servicer's obligor for insurance premiums 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 thirty (30) calendar days prior to these
dates, or such other number of days specified in the transaction agreements
between Servicer and ZCSIA (1122(d)(4)(xi)).
4. Any late payment penalties in connection with any payment for insurance to be
made on behalf of Servicer's obligor are paid from the Servicer's funds or
ZCSIA's funds and not charged to Servicer's obligor, unless the late payment was
due to the obligor's error or omission (1122(d)(4)(xii)).
5. File(s) provided to Servicer from which Servicer may make disbursements made
on behalf of Servicer's obligor are provided to Servicer on an accurate and
timely basis and the information thereon is subject to such controls as are
specified in the transaction agreements between Servicer and ZCSIA
(1122(d)(4)(xiii)).
Sincerely,
ZC STERLING INSURANCE AGENCY, INC.
By: /s/ Arthur J. Castner
Arthur J. Castner
Title: Senior Vice President - Hazard Operations
Date: February 20, 2007
By: /s/ James P. Novak
James P. Novak
Title: Senior Vice President & General Counsel
Date: February 20, 2007
2
(page)
Appendix A
The following is a list of Clients serviced on the ZC Sterling Integrated
Product Solution (ZIPS) Platform:
1. ABN Amro Mortgage Group, Inc.
2. Dovenmuehle Mortgage, Inc.
3. HomEq Servicing Corporation
4. Option One Mortgage Corporation
5. People's Choice Home Loan, Inc.
6. Sun Trust Mortgage, Inc.
7. Wachovia Insurance Agency (and its affiliates, including Wachovia
Mortgage Corporation)
8. Wells Fargo Home Mortgage
3
EX-34 (a)
(logo) KPMG
100 North Tampa Street
Suite 1700
Tampa, FL 33602
Report of Independent Registered Public Accounting Firm
The Board of Directors
Fidelity National Information Services, Inc
FIS Tax Services (FIS)
We have examined management's assessment, included in the accompanying
Management Compliance Statement that FIS Tax Services (FIS) complied with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation to residential mortgage loans (the Platform), except for
General Servicing Consideration criteria (i)-(iv), Cash Collections and
Administration (i)-(vii), Investor Remittances and Reporting (i)-(iv), and Pool
Asset Administration (i)-(x), (xiv), and (xv), which FIS has determined are not
applicable to the activities it performs with respect to the Platform, as of and
for the period ending December 31, 2006. FIS has determined the following
servicing criteria from 1122(d)(4) were applicable to the activities it performs
with respect to the Platform.
(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 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.
(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 and not charged
to the obligor, unless the late payment was due to the obligor's error
or omission.
(xiii) Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer, or
such other number of days specified in the transaction agreements.
Management is responsible for FIS' compliance with those servicing criteria. Our
responsibility is to express an opinion on management's assessment about FIS'
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 FIS' 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 residential mortgage loans that comprise the Platform,
testing of less than all of the servicing activities related to the Platform,
and determining whether FIS 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 FIS 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 FIS 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 FIS' compliance with the servicing
criteria. In our opinion, management's assessment that FIS 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
Tampa, Florida
January 22, 2007
KPMG LLP, a U.S. limited habilay partnership, is the U.S. member firm of KPMG
International, a Swiss cooperative.
EX-34 (b)
(logo) KPMG
KPMG LLP
Suite 700
600 Anton Boulevard
Costa Mesa, CA 92626-7651
Report of Independent Registered Public Accounting Firm
The Board of Directors
Option One Mortgage Corporation:
We have examined the compliance of Option One Mortgage Corporation and
its wholly owned subsidiary, Premier Property Tax Services, LLC (collectively,
the Company), with the servicing criteria set forth in Item 1122(d) of the
Securities and Exchange Commission's Regulation AB for publicly-issued
asset-backed securities transactions issued on or after January 1, 2006 for
which the Company acted as the master servicer or servicer, involving first
lien and second lien subprime residential mortgage loans, excluding loans
serviced for transactions issued by any government sponsored enterprises
(the Platform), as of and for the 12 month period ended December 31, 2006,
to the extent applicable as indicated in Appendix A under the heading
"Performed Directly by Option One". Management is responsible for the
Company's compliance with those servicing criteria. Our responsibility is
to express an opinion on 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.
Our examination disclosed the following instance of material noncompliance
with the servicing criteria 1122(d)(1)(iv) applicable to the Company during
the year ended December 31, 2006. With respect to requirements in the
transaction agreements to maintain fidelity bond insurance in an amount
that would meet the requirements of Fannie Mae, the fidelity bond amount
was lower than the required amount for the period January 1, 2006 to June
16, 2006.
KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG
International, a Swiss cooperative.
(page)
In our opinion, except for the instance of material noncompliance described
above, the Company complied, in all material respects, with the
aforementioned servicing criteria, as of and for the 12 month period ended
December 31, 2006.
/s/KPMG LLP
Costa Mesa, California
March 21, 2007
(page)
APPENDIX A
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
General Servicing Considerations
Policies and procedures are instituted X^1 X^2
to monitor any performance or other
triggers and events of default in
accordance with the transaction
1122(d)(1)(i) agreements.
If any material servicing activities X^3 X^4
are outsourced to third parties, policies
and procedures are instituted to monitor
the third party's performance and
compliance with such servicing
1122(d)(1)(ii) activities.
Any requirements in the transaction X
agreements to maintain a back-up servicer
1122(d)(1)(iii) for the pool assets are maintained.
A fidelity bond and errors and X
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
1122(d)(1)(iv) the transaction agreements.
Cash Collection and Administration
Payments on pool assets are deposited X
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
1122(d)(2)(i) agreements.
Disbursements made via wire transfer on X
behalf of an obligor or to investor are
1122(d)(2)(ii) made only by authorized personnel.
Advances of funds or guarantees X
regarding collections, cash flows or
distributions, and any interest or other
fees charged for such advances, are made,
reviewed, and approved as specified in
1122(d)(2)(iii) the transaction agreements.
1^ Option One asserts to the component of the criterion of monitoring
Servicer events of default and Servicer termination triggers related
to events of default.
2^ Another party performs all other activities related to this
criterion.
3^ Option One asserts that only two third parties exist within this
criterion - FIS Tex Services (formerly known as LSI Tax Services) and
ZC Sterling Insurance Agency Inc. "ZCSIA". Both of these third
parties have provided an assertion end related attestation report
for the activities they perform with respect to the relevant
criteria.
4^ Another party performs all other activities related to this
criterion.
(page)
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
The related accounts for the X^5 X^6
transaction, such as cash reserve
accounts or accounts established as a
form of overcollateralization, are
separately maintained (e.g., with respect
to commingling of cash) as set forth in
1122(d)(2)(iv) the transaction agreements.
Each custodial account is maintained at X
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)
1122(d)(2)(v) of the Securities Excahnge Act.
Unissued checks are safeguarded so as X^7
1122(d)(2)(vi) to prevent unauthorized access.
Reconciliations are prepared on a X
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
1122(d)(2)(vii) agreements.
Investor Remittances and Reporting
Reports to investors, including those X^8
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 information X^9
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 the investors' or
1122(d)(3)(i) trustee's records as to the total
5^ Option One asserts to this criterion with respect to establishing
and maintaining principal & interest custodial accounts and impound
(tax & insurance) custodial accounts.
6^ Another party performs all other activities related to this
criterion.
7^ Option One asserts in whole to this criterion as Option One utilizes
safety paper blank check stock and has no unissued checks.
8^ For (A), (B), and (D), the Option One assertion to this criterion is
only for the functions of a Servicer clearly identified in
transaction documents. (C) is not applicable to Option One.
9^ Another party performs all other activities related to this criterion.
(page)
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
unpaid principal balance and number of [pool
1122(d)(3)(i) assets] serviced by the Servicer.
Amounts due to investors are allocated X^10 X^11
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
1122(d)(3)(ii) agreements.
Disbursements made to an investor are X
posted within two business days to the
Servicer's investor records, or such other
number of days specified in the transaction
1122(d)(3)(iii) agreements.
Amounts remitted to investors per the X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
Pool Asset Administration
Collateral or security on pool assets X^12 X^13
is maintained as required by the
transaction agreements or related mortgage
1122(d)(4)(i) loan documents.
pool assets and related documents are X^14 X^15
safeguarded as required by the
1122(d)(4)(ii) transaction agreements.
Any additions, removals, or X^16 X^17
substitutions to the asset pool are made,
reviewed, and approved in accordance with
any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
Payments on pool assets, including any X
payoffs, made in accordance with 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
10^ Option One asserts to timely remittances to the Trustee as defined in
the transaction agreements.
11^ Another party performs all other activities related to this criterion.
12^ Option One asserts to this criterion only as it relates to its
obligation to request and obtain a collateral file from the
custodian in accordance with the transaction agreements.
13^ Another party performs all other activities related to this criterion.
14^ Option One asserts to this criterion as it relates to its
responsibility to return collateral files to the custodian when
required under the transaction agreements.
15^ Another party performs all other activities related to this
criterion.
16^ Option One assertion to this criterion is only for
the functions of a Servicer clearly identified in transaction
documents.
17^ Another party performs all other activities related to this
criterion.
(page)
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
principal, interest, or other items (e.g.,
escrow) in accordance with the related
1122(d)(4)(iv) pool asset documents.
The Servicer's records regarding the X
pool assets agree with the Servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
Changes with respect to the terms or X
status of an obligor's pool asset (e.g.,
loan modifications or re-agings) are
made, reviewed and approved by authorized
personnel in accordance with the
transaction agreements and related pool
1122(d)(4)(vi) asset documents.
Loss mitigation or recovery actions X
(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
1122(d)(4)(vii) agreements.
Records documenting collection efforts X
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.,
1122(d)(4)(viii) illness or unemployment).
Adjustments to interest rates or rates X
of return for pool assets with variable
rates are computed based on the related
1122(d)(4)(ix) pool asset documents.
Regarding any funds held in trust for X
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) 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 asset], or such other number
of days specified in the transaction
1122(d)(4)(x) agreements.
(page)
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by Not
subservicer(s) performed by
Performed by or vendor(s) Option One or
Performed Vendor(s) for for which by
Directly which Opton Option One subservicer(s)
by One is the is NOT the or vendor (s)
Option One Responsible Responsible retained by
Party Party Option One
Reference Criteria
Payments made on behalf of an obligor X^18 X
(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 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
1122(d)(4)(xi) the transaction agreements.
Any late payment penalties in X^19 X
connection with any payment 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
1122(d)(4)(xii) to the obligor's error or omission.
Disbursements made on behalf of an X^20 X
obligor are posted within two business
days to the obligor's records maintained
by the Servicer, or such other number of
days specified in the transaction
1122(d)(4)(xiii) agreements.
Delinquencies, charge-offs, and X
uncollectible accounts are recognized and
recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
Any external enhancement or other X
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
this Regulation AB, is maintained as set
1122(d)(4)(xv) forth in the transaction agreements.
18^ Option One asserts only to tax disbursements made by wholly-owned
Premier Property Tax Services, LLC. Option One also outsources the
activities required by this criterion to third parties - FIS Tax
Services (formerly known as LSI Tax Services) and ZC Sterling
Insurance Agency Inc. "ZCSIA" each of whom has performed an assessment
of their compliance obtained a related attestation report.
19^ Option One asserts only to late payments related to tax disbursements made
by wholly-owned Premier Property Tax Services, LLC. Option One also
outsources the activities required by this criterion to third
parties - FIS Tax Services (formerly known as LSI Tax Services) and ZC
Sterling Insurance Agency Inc. "ZCSIA" - each of whom has performed an
assessment of their compliance obtained a related attestation
report.
20^ Option One asserts only to tax disbursements made by wholly-owned
Premier Property Tax Services, LLC. Option One also outsources the
activities required by this criterion to third parties - FIS Tax
Services (formerly known as LSI Tax Services) and ZC Sterling
Insurance Agency Inc. "ZCSIA" - each of whom has performed an
assessment of their compliance obtained a related attestation
report.
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 cooperative.
(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 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-34 (e)
(logo) ERNST & YOUNG
Ernst & Young LLP
Suite 2800
600 Peachtree Street
Atlanta, Georgia 30308-2215
Phone: (404) 874-8300
www.ey.com
Report of Independent Registered Public Accounting Firm
We have examined management's assertion, included in the accompanying Report on
Assessment of Compliance with Securities and Exchange Commission's Regulation AB
Servicing Criteria, that ZC Sterling Insurance Agency, Inc. (the Company)
complied with certain servicing criteria set forth in Item 1122 (d) of the
Securities and Exchange Commission's Regulation AB for the ZC Sterling
Integrated Product Solution (ZIPS) hazard insurance outsourcing Platform
(Platform) as of and for the year ended December 31, 2006. The Company has
determined that only certain servicing criteria 1122 (d) 1(iv), 1122 (d) 2(vi),
1122 (d) 4(xi), 1122 (d) 4(xii), and 1122 (d) 4(xiii) are applicable to the
activities performed by them with respect to the Platform covered by this
report. The Company has determined that the remaining servicing criteria set
forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB
are not applicable to the activities performed by them with respect to the
Platform covered by this report. See Appendix A of management's assertion for
the Platform covered by this report. 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 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 servicing activities related to the Platform, and determining whether
the Company performed those selected activities in compliance with the servicing
criteria. Furthermore, our procedures were limited to the 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 Platform. 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 ZIPS Platform is fairly stated, in all material respects.
/s/ Ernst & Young LLP
February 20, 2007
A Member Practice of Ernst & Young Global
EX-35 (a)
(logo) OPTION ONE
MORTGAGE
One gets it done.
(logo) H&R BLOCK
mortgage
March 15, 2007
Wells Fargo Bank Minnesota, NA
9062 Old Annapolis Road
Columbia, MD 21045-1951
Asset Backed Funding Corporation
214 North Tryon Street, 21st Floor
Charlotte, NC 28255
Fitch, Inc.
One State Street Plaza
New York, NY 10004
Moody's Investors Services, Inc.
99 Church Street
New York, NY 10007
Inv#554
Re: Asset Backed Funding Corporation Asset-Backed Certificates, Series 2006-OPT3
Pursuant to Section 3.19 of the Pooling and Servicing Agreement dated as of
October 1, 2006 among Asset Backed Funding Corporation as Depositor, Option One
Mortgage Corporation, as Servicer, and Wells Fargo Bank, N.A. as Trustee (the
"Servicing Agreement"), enclosed is the required officer's certificate of
compliance.
If you have any questions, please contact Elizabeth Nguyen at (949) 727-8226 or
email: Elizabeth.Nguyen@oomc.com
Option One Mortgage Corporation
6501 Irvine Center Drive
Irvine, CA 92618
www.optiononemortgage.com
6501 Irvine Center Drive * Irvine * California 92618 * 949-784-6100 *
Fax: 949 784 6112
(logo) EQUAL HOUSING
LENDER
(page)
(logo) OPTION ONE
MORTGAGE
One gets it done.
www.optiononemortgage.com
Annual Compliance Certificate
I, Teji Singh, the undersigned, the duly authorized Chief Servicing Officer of
Option One Mortgage Corporation (as "Servicer"), does hereby certify the
following for the calendar year ending on December 31, 2006:
1. A review of the activities of the Servicer during the preceding calendar
year (or portion thereof) and of its performance under the Servicing
Agreement (as defined in the cover letter) for such period has been made
under my supervision.
2. 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 (or applicable portion thereof),
except as disclosed on Appendix A, attached.
Certified By:
/s/ Teji Singh
Name: Teji Singh
Title: Chief Servicing Officer - SVP
Date: March 15, 2007
6501 Irvine Center Drive * Irvine * California 92618 * 949-784-6100 *
Fax: 949 784 6112
(logo) EQUAL HOUSING
LENDER
(page)
(logo) OPTION ONE
MORTGAGE
One gets it done.
www.optiononemortgage.com
APPENDIX A
Criteria 1122(d)(1)(iv)
Option One's fidelity bond insurance was less than FNMA requirements by
approximately $5.4 million on average during the first six months of the year,
and during such six month period reached up to $8.6 million less than the FNMA
requirements. Upon discovery of the deficiency, Option One renewed the insurance
policy on June 17, 2006 for coverage in excess of the FNMA requirements.
6501 Irvine Center Drive * Irvine * California * 92618 * (800) 704-0800 *
(logo) EQUAL HOUSING
LENDER
EX-35 (b)
(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 12, 2007
Asset Backed Funding Corporation
RE: Annual Statement As To Compliance for ABFC 2006-OPT3 Trust
Per Section 3.19 of the Pooling and Servicing Agreement, dated as of 10/1/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Trustee), hereby certifies
the following for the 2006 calendar year or portion thereof:
(a) a review of the activities of such party during the preceding calendar
year or portion thereof and of the performance of such party under this
Agreement, or, in the case of an Additional Servicer, such other
applicable agreement, has been made by such officer or under such
officer's supervision and
(b) to the best of such officers' knowledge, based on such review, such party
has fulfilled all of its obligations under this Agreement, or, in the
case of an Additional Servicer, such other applicable 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 hereof.
Certified By:
/s/ Kristen Ann Cronin
Kristen Ann Cronin, Vice President
Certified By:
/s/ Gordon Johnson
Gordon Johnson, Assistant Secretary