UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 333-118832-10
Sequoia Alternative Loan Trust 2006-1
(exact name of issuing entity as specified in its charter)
Sequoia Residential Funding, Inc.
(exact name of the depositor as specified in its charter)
RWT Holdings, Inc.
(exact name of the sponsor as specified in its charter)
New York 54-2195543
(State or other jurisdiction of 54-2195544
incorporation or organization) (I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.
Not applicable.
Documents Incorporated by Reference
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1)Any annual report to security holders; (2)
Any proxy or information statement; and (3)Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9A(T). Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
No single obligor represents more than 10% of the pool assets held
by this transaction.
Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement
Provider Financial Information.
No entity or group of affiliated entities provides any external
credit enhancement, uses any derivative instruments or other support
for the certificates within this transaction.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceedings
involving the Trust and all parties related to such Trust, other
than routine litigation incidental to the duties of those respective
parties.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
None.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The servicing criteria have been completed within the manner stated
in the governing documents and are attached hereto under Item 15.
The 1122 statements for Wells Fargo Bank, National Association
(Corporate Trust Services) has disclosed material noncompliance with
criterion 1122(d)(3)(i), as applicable to the Company during the
twelve months ended December 31, 2006. Certain monthly investor or
remittance reports included errors in the calculation and/or the
reporting of delinquencies for the pool assets.
Although each servicing criterion required by Item 1122(d) of
Regulation AB is addressed in one or more of the Assessments of
Compliance with Servicing Criteria and related Attestation Reports
included with this report, the Servicer's, Countrywide Home Loan
Servicing LP, Assessment of Compliance and related Attestation
Report did not address each of the servicing criteria that the
Servicer was required to address under the terms of the related
Servicing Agreement. The Servicer has not identified such failure to
provide an Assessment and Attestation for these items as a material
failure to fulfill its obligations under the related servicing
agreement in the Servicer's Compliance Statement provided under Item
1123 of Regulation AB, because the Servicer asserts that those
items are not applicable to the Servicer.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements have been completed within the
manner stated in the governing documents and are attached hereto
under Item 15.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
(31) Rule 13a-14(d)/15d-14(d) Certifications.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
<s> <c>
a) Countrywide Home Loans Servicing LP, as Servicer <F1>
b) LaSalle Bank, National Association, as Custodian <F1>
c) Wells Fargo Bank, N.A., as Master Servicer <F1>
d) Wells Fargo Bank, N.A., as Trust Administrator <F1>
e) Wells Fargo Bank, N.A., as Custodian <F1>
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
<s> <c>
a) Countrywide Home Loans Servicing LP, as Servicer <F1>
b) LaSalle Bank, National Association, as Custodian <F1>
c) Wells Fargo Bank, N.A., as Master Servicer <F1>
d) Wells Fargo Bank, N.A., as Trust Administrator <F1>
e) Wells Fargo Bank, N.A., as Custodian <F1>
(35) Servicer compliance statement.
<s> <c>
a) Countrywide Home Loans Servicing LP, as Servicer <F1>
b) LaSalle Bank, National Association, as Custodian <F1>
c) Wells Fargo Bank, N.A., as Master Servicer <F1>
d) Wells Fargo Bank, N.A., as Trust Administrator <F1>
e) Wells Fargo Bank, N.A., as Custodian <F2>
(b) Not applicable.
(c) Omitted.
<F1> Filed herewith.
<F2> The Servicing Participant of the deal is not required under Regulation
AB to provide such documentation.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Sequoia Residential Funding, Inc.
(Depositor)
/s/ John Isbrandtsen
John Isbrandtsen, Vice President
Date: March 30, 2007
Exhibit Index
31) Rule 13a-14(d)/15d-14(d) Certifications.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
<s> <c>
a) Countrywide Home Loans Servicing LP, as Servicer
b) LaSalle Bank, National Association, as Custodian
c) Wells Fargo Bank, N.A., as Master Servicer
d) Wells Fargo Bank, N.A., as Trust Administrator
e) Wells Fargo Bank, N.A., as Custodian
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
<s> <c>
a) Countrywide Home Loans Servicing LP, as Servicer
b) LaSalle Bank, National Association, as Custodian
c) Wells Fargo Bank, N.A., as Master Servicer
d) Wells Fargo Bank, N.A., as Trust Administrator
e) Wells Fargo Bank, N.A., as Custodian
(35) Servicer compliance statement.
<s> <c>
a) Countrywide Home Loans Servicing LP, as Servicer
b) LaSalle Bank, National Association, as Custodian
c) Wells Fargo Bank, N.A., as Master Servicer
d) Wells Fargo Bank, N.A., as Trust Administrator
EX-31 Rule 13a-14(d)/15d-14(d) Certifications
I, John Isbrandtsen, Vice President of Sequoia Residential Funding, Inc.,
a Delaware corporation, hereby certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 10-D containing distribution or servicing reports filed in
respect of the Certificates for periods included in the year covered
by this annual report, of Sequoia Residential Funding, Inc.;
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading as of the last day of the period covered by this annual
report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the trustee by the servicer under Form
10-D, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement
included in the report and required to be delivered to the trustee in
accordance with the terms of the pooling and servicing agreement and
Item 1123 of Regulation AB, and except as disclosed in the reports,
the servicer has fulfilled its obligations in all material respects
under the servicing agreements; and
5. All of the reports on assessment of servicer's compliance with
servicing criteria for asset-backed securities and its related
attestation reports on assessment of compliance with servicing
criteria for asset-backed securities have been included as exhibits
to this Form 10-K and any material instances of noncompliance
described in such reports have been disclosed in this Form 10-K.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties:
Countrywide Home Loans Servicing LP, as Servicer, Wells Fargo Bank, N.A.,
as Master Servicer.
Dated: March 30, 2007
/s/ John Isbrandtsen
Signature
Vice President
Title
EX-33 (a)
(logo) Countrywide
HOME LOANS
2900 MADERA ROAD
SIMI VALLEY, CALIFORNIA 93065-6298
(805) 955-1000
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
Countrywide Financial Corporation and certain of its subsidiaries, including its
direct and indirect wholly-owned subsidiaries, Countrywide Home Loans, Inc.
(CHL), Countrywide Tax Services Corporation, Newport Management Corporation, and
Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL
(collectively the "Company") provides this platform-level assessment, for which
Countrywide Financial Corporation and such subsidiaries participated in
servicing functions, as such term is described under Title 17, Section 229.1122
of the Code of Federal Regulations ("Item 1122 of Regulation AB"), of compliance
in respect of the following Applicable Servicing Criteria specified in Item
1122(d) of Regulation AB promulgated by the Securities and Exchange Commission
in regard to the following servicing platform for the following period:
Platform: publicly-issued (i.e., registered with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended) residential
mortgage-backed securities (securities collateralized by residential mortgage
loans, including prime, alternative loan products, sub-prime, HELOC and dosed
seconds) issued on or after January 1, 2006 for which the Company provides cash
collection and administration, investor remittances and reporting (except for
those activities relating to trustee and paying agent services), and pool asset
administration (except for those activities relating to custodial operations of
pool assets and related documents), collectively "Servicing Functions" and for
which the related issuer has a fiscal year end of December 31, 2006. The
platform excludes any transactions issued by any government sponsored enterprise
for which the Company provides Servicing Functions.
Period: as of and for the year ended December 31, 2006.
Applicable Servicing Criteria: all servicing criteria set forth in Item 1122(d),
to the extent required in the related agreements, except for the following
paragraphs: 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it relates to information
other than that contained in the monthly remittance report delivered by the
servicer to the master servicer, trustee, and/or bond administrator,
1122(d)(3)(i)(D), only as it relates to the agreeing with investors' records as
to the total unpaid principal balance and number of pool assets serviced by the
servicer, 1122(d)(3)(ii), only as it relates to amounts other than amounts
remitted by the servicer to the master servicer, trustee, and/or bond
administrator, 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i) and
1122(d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii) relate to the custodial
operations of the pool assets and related documents (collateral file) by the
document custodian responsible for such functions for the related transaction,
and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (derivative
transactions).
(page)
With respect to the Platform and the Period, the Company provides the following
assessment of compliance in respect of the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria.
3. Other than as identified on Schedule A hereto, as of and for the Period, the
Company was in material compliance with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to the Company's foregoing assessment of
compliance.
(page)
COUNTRYWIDE FINANCIAL CORPORATION
By: /s/ Steve Bailey
Steve Bailey
Its: Senior Managing Director and Chief Executive Officer,
Loan Administration
Dated: February 28, 2007
By:/s/ Kevin Meyers
Kevin Meyers
Its: Managing Director and Chief Financial Officer,
Countrywide Home Loans, Inc. Loan Administration
Dated: February 28, 2007
(page)
Schedule A
Material Instances of Noncompliance
No material instances of noncompliance: the Company has complied, in all
material respects, with the applicable servicing criteria as of and for the year
ended December 31, 2006.
EX-33 (b)
(logo) LaSalle Bank
ABN AMRO
LaSalle Bank N.A.
135 South LaSalle Street
Suite 1625
Chicago, IL 60603
Global Securities and Trust Services
Management's Assertion on Compliance with Item 1122 Criteria
LaSalle Bank National Association (the "Asserting Party") is responsible for
assessing its compliance with the applicable servicing criteria set forth in
Item 1122(d) of Regulation AB (17 C.F.R, 229.1122(d)) as indicated on Exhibit A
annexed hereto entitled "1122 Servicing Criteria to be Addressed in Assessment
of Compliance" (the "Servicing Criteria").
The Asserting Party has assessed the effectiveness of its compliance with the
applicable Servicing Criteria as of December 31, 2006, and for the period of
January 1, 2006 through December 31, 2006 (the "Reporting Period"). In making
this assessment, the Asserting Party used the criteria set forth by the
Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation
AB.
Based on such assessment, the Asserting Party believes that, as of December 31,
2006 and for the Reporting Period, it has complied in all material respects with
the servicing criteria set forth in Item 1122(d) of Regulation AB for the
servicing activities it performs in the asset-backed securities transactions
detailed on Exhibit B. For servicing criteria 1122(d)(3)(i)(A) and (B), this
assertion covers only the information on the report to investors that is
required by the respective transaction agreements.
Ernst and Young, an independent registered public accounting firm, has issued an
attestation report with respect to the Asserting Party's assessment of
compliance with the Servicing Criteria as of December 31, 2006 and for the
Reporting Period. The asset-backed securities transactions to which this
assertion and the attestation report relate are listed on Exhibit B.
LaSalle Bank National Association
By: /s/ Barbara L. Marik
Name: Barbara L. Marik
Title: First Vice President
Date: February 28, 2007
(page)
Exhibit A
1122 Servicing Criteria
to be addressed in an Assessment of Compliance
<Table>
<Caption>
<s> <c>
Reg AB Servicing Criteria
Reference Servicing Criteria Applicable to
LaSalle Bank
National Association
General Servicing Considerations
Policies and procedures are instituted to monitor any
1122(d)(1)(i) performance or other triggers and events of default in X
accordance with the transaction agreements.
If any material servicing activities are outsourced to third
1122(d)(1)(ii) parties, policies and procedures are instituted to monitor X
the third party's performance and compliance with such
servicing activities.
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the Pool Assets are maintained.
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
1122(d)(1)(iv) throughout the reporting period in the amount of coverage X
required by and otherwise in accordance with the terms of the
transaction agreements.
Cash Collection and Administration
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts
1122(d)(2)(i) no more than two business days following receipt, or such X
other number of days specified in the transaction
agreements.
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel. X
Advances of funds or guarantees regarding collections, cash
1122(d)(2)(iii) flows or distributions, and any interest or other fees X
charged for such advances, are made, reviewed and approved as
specified in the transaction agreements.
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of over
1122(d)(2)(iv) collateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the
transaction agreements.
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
1122(d)(2)(v) insured depository institution" with respect to a foreign X
financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
Unissued checks are safeguarded so as to prevent
1122(d)(2)(vi) unauthorized access. X
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
1122(d)(2)(vii) cutoff date, or such other number of days specified in the X
transaction agreements; (C) reviewed and approved by someone
other than the person who prepared the reconciliation; and
(D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
Investor Remittances and Reporting
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
1122(d)(3)(i) requirements. Specifically, such reports (A) are prepared in X
accordance with timeframes and other terms set forth in the
transaction
(page)
agreements; (B) provide information calculated in accordance
with the terms specified in the transaction agreements; (C)
are filed with the Commission as required by its rules and
regulations; and (D) agree with investors' or the indenture
trustee's records as to the total unpaid principal balance
and number of Pool Assets serviced by the related Servicer.
Amounts due to investors are allocated and remitted in
1122(d)(3)(ii) accordance with timeframes, distribution priority and other X
terms set forth in the transaction agreements.
Disbursements made to an investor are posted within two
1122(d)(3)(iii) business days to the related Servicer's investor records, or X
such other number of days specified in the transaction
agreements.
Amounts remitted to investors per the investor reports agree
1122(d)(3)(iv) with cancelled checks, or other form of payment, or X
custodial bank statements.
Pool Asset Administration
Collateral or security on pool assets is maintained as
1122(d)(4)(i) required by the transaction agreements or related pool X
asset documents.
Pool assets and related documents are safeguarded as
1122(d)(4)(ii) required by the transaction agreements X
Any additions, removals or substitutions to the asset pool
1122(d)(4)(iii) are made, reviewed and approved in accordance with any X
conditions or requirements in the transaction agreements.
Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the related Servicer's obligor records maintained no more
1122(d)(4)(iv) than two business days after receipt, or such other number
of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g.,
escrow) in accordance with the related pool asset
documents.
The related Servicer's records regarding the pool assets
1122(d)(4)(v) agree with the related Servicer's records with respect to an
obligor's unpaid principal balance.
Changes with respect to the terms or status of an obligor's
pool assets (e.g., loan modifications or re-agings) are
1122(d)(4)(vi) made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related pool
asset documents.
Loss mitigation or recovery actions (e.g., forbearance
plans, modifications and deeds in lieu of foreclosure,
1122(d)(4)(vii) foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the
transaction agreements.
Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained on at
least a monthly basis, or such other period specified in the
1122(d)(4)(viii) transaction agreements, and describe the entity's activities
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
where delinquency is deemed temporary (e.g., illness or
unemployment).
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the related
pool asset documents.
Regarding any funds held in trust for an obligor (such as
escrow accounts): (A) such funds are analyzed, in accordance
with the obligor's pool asset documents, on at least an
annual basis, or such other period specified in the
1122(d)(4)(x) transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool
asset documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days of full
repayment of the related pool assets, or such other number of
days specified in the transaction agreements.
Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
1122(d)(4)(xi) bills or notices for such payments, provided that such
support has been received by the servicer at least 30
calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
(page)
Any late payment penalties in connection with any payment to
1122(d)(4)(xii) be made on behalf of an obligor are paid from the related
Servicer's funds and not charged to the obligor, unless the
late payment was due to the obligor's error or omission.
Disbursements made on behalf of an obligor are posted within
1122(d)(4)(xiii) two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
Delinquencies, charge-offs and uncollectible accounts are
1122(d)(4)(xiv) recognized and recorded in accordance with the transaction
agreements.
Any external enhancement or other support, identified in
1122(d)(4)(xv) Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, X
is maintained as set forth in the transaction agreements.
(page)
EXHIBIT B
2006 Transactions
Non-Specific Transactions Nominal Trustee Transactions
ACE Series 2006-GP1 Bear Stearns Series 2006-PWR11
Banc of America Comm. Mtge Series 2006-2 Bear Stearns Series 2006-PWR12
Banc of America Comm. Mtge Series 2006-5 Bear Stearns Series 2006-PWR13
Bear Stearns Series 2006-AQ1 Bear Stearns Series 2006-PWR14
Bear Stearns Series 2006-EC1 Bear Stearns Series 2006-TOP22
Bear Stearns Series 2006-EC2 Bear Stearns Series 2006-TOP24
Bear Stearns Series 2006-HE1 GSAA Home Equity Trust 2006-14
Bear Stearns Series 2006-HE2 GSAMP Series 2006-HE3
Bear Stearns Series 2006-HE3 GSAMP Series 2006-HE4
Bear Stearns Series 2006-HE4 GSAMP Series 2006-HE5
Bear Stearns Series 2006-HE5 GSAMP Series 2006-HE6
Bear Stearns Series 2006-HE6 GSAMP Series 2006-HE7
Bear Stearns Series 2006-HE7 GSAMP Series 2006-HE8
Bear Stearns Series 2006-HE8 JP Morgan Series 2006-LDP9
Bear Stearns Series 2006-HE9 Morgan Stanley Series 2006-TOP21
Bear Stearns Series 2006-HE10 Morgan Stanley Series 2006-TOP23
Bear Stearns Series 2006-PC1 Morgan Stanley Capital I Series 2006-HQ10
Bear Stearns ABS Series 2006-1 Morgan Stanley Mtg Loan Trust Series 2006-16ARX
Bear Stearns Mortgage Funding Series 2006-SL1 Morgan Stanley Mtg Loan Trust Series 2006-1AR
Bear Stearns Mortgage Funding Series 2006-SL2 Morgan Stanley Mtg Loan Trust Series 2006-3AR
Bear Stearns Mortgage Funding Series 2006-SL3 Morgan Stanley Mtg Loan Trust Series 2006-5AR
Bear Stearns Mortgage Funding Series 2006-SL4 Morgan Stanley Mtg Loan Trust Series 2006-6AR
Bear Stearns Mortgage Funding Series 2006-SL5 Morgan Stanley Mtg Loan Trust Series 2006-8AR
Bear Stearns Mortgage Funding Series 2006-SL6 Morgan Stanley Mtg Loan Trust Series 2006-9AR
C-BASS Series 2006-CB7 Morgan Stanley Mtg Loan Trust Series 2006-2
C-BASS Series 2006-CB9 Morgan Stanley Mtg Loan Trust Series 2006-7
Citigroup Commercial Mortgage Trust Series 2006-C4 Morgan Stanley Mtg Loan Trust Series 2006-11
Citigroup Commercial Mortgage Trust Series 2006-C5 Morgan Stanley Mtg Loan Trust Series 2006-12XS
CD 2006-CD3 Mortgage Trust Morgan Stanley Mtg Loan Trust Series 2006-13ARX
COMM Series 2006-C8 Morgan Stanley Mtg Loan Trust Series 2006-15XS
CSFB Commercial Mtg. Trust Series 2006-C4 Morgan Stanley Mtg Loan Trust Series 2006-17XS
First Franklin MLT Series 2006-FF18 Thornburg Mtg Securities Trust Series 2006-1
Greenwich Capital Series 2006-GG7 Thornburg Mtg Securities Trust Series 2006-2
GE Capital Comm Mtg. Corp. Series 2006-C1 Thornburg Mtg Securities Trust Series 2006-3
JP Morgan Series 2006-CIBC14 Thornburg Mtg Securities Trust Series 2006-4
JP Morgan Series 2006-CIBC15 Thornburg Mtg Securities Trust Series 2006-5
JP Morgan Series 2006-CIBC17 Thornburg Mtg Securities Trust Series 2006-6
JP Morgan Series 2006-LDP7 ZUNI Trust Series 2006-0A1
JP Morgan Series 2006-LDP8
Custodian Only Transactions Paying Agent Only Transactions
Basic Asset Backed 2006-1 Washington Mutual Series 2006-AR2
Credit Suisse AB Series 2006-1 Washington Mutual Series 2006-AR6
Credit Suisse AB Series 2006-2 Washington Mutual Series 2006-AR7
Credit Suisse AB Series 2006-3 Washington Mutual Series 2006-AR8
Credit Suisse AB Series 2006-4 Washington Mutual Series 2006-AR9
Credit Suisse ARMT Series 2006-1 Washington Mutual Series 2006-AR10
Credit Suisse ARMT Series 2006-2 Washington Mutual Series 2006-AR11
Credit Suisse ARMT Series 2006-3 Washington Mutual Series 2006-AR12
Credit Suisse HEMT Series 2006-1 Washington Mutual Series 2006-AR13
Credit Suisse HEMT Series 2006-2 Washington Mutual Series 2006-AR14
Credit Suisse HEMT Series 2006-3 Washington Mutual Series 2006-AR15
Credit Suisse HEMT Series 2006-4 Washington Mutual Series 2006-AR16
Credit Suisse HEMT Series 2006-5 Washington Mutual Series 2006-AR17
Credit Suisse HEMT Series 2006-6 Washington Mutual Series 2006-AR18
Credit Suisse Series 2006-1 Washington Mutual Series 2006-AR19
Credit Suisse Series 2006-2 Washington Mutual Series 2006-HE1
Credit Suisse Series 2006-3 Washington Mutual Series 2006-HE2
Credit Suisse Series 2006-4 Washington Mutual Series 2006-HE3
Credit Suisse Series 2006-5 Washington Mutual Series 2006-HE4
Credit Suisse Series 2006-6 Washington Mutual Series 2006-HE5
Credit Suisse Series 2006-7 Washington Mutual WMALT 2006-AR1
Credit Suisse Series 2006-8 Washington Mutual WMALT 2006-AR2
Credit Suisse Series 2006-9 Washington Mutual WMALT 2006-AR3
Credit Suisse HEAT Series 2006-1 Washington Mutual WMALT 2006-AR4
Credit Suisse HEAT Series 2006-3 Washington Mutual WMALT 2006-AR5
Credit Suisse HEAT Series 2006-4 Washington Mutual WMALT 2006-AR6
Credit Suisse HEAT Series 2006-5 Washington Mutual WMALT 2006-AR7
Credit Suisse HEAT Series 2006-6 Washington Mutual WMALT 2006-AR8
Credit Suisse HEAT Series 2006-7 Washington Mutual WMALT 2006-AR9
Credit Suisse HEAT Series 2006-8 Washington Mutual WMALT 2006-AR10
Lehman Mortgage Trust Series 2006-1 Washington Mutual WMALT 2006-1
Lehman Mortgage Trust Series 2006-4 Washington Mutual WMALT 2006-2
Lehman Mortgage Trust Series 2006-5 Washington Mutual WMALT 2006-3
Lehman Mortgage Trust Series 2006-6 Washington Mutual WMALT 2006-4
Lehman Mortgage Trust Series 2006-7 Washington Mutual WMALT 2006-5
Lehman Mortgage Trust Series 2006-8 Washington Mutual WMALT 2006-6
Lehman Mortgage Trust Series 2006-9 Washington Mutual WMALT 2006-7
Lehman XS Trust Series 2006-1 Washington Mutual WMALT 2006-8
Lehman XS Trust Series 2006-3 Washington Mutual WMALT 2006-9
(page)
Non-Specific Transactions Nominal Trustee Transactions
Lehman XS Trust Series 2006-8
Lehman XS Trust Series 2006-11
Lehman XS Trust Series 2006-15
Lehman XS Trust Series 2006-19
Lehman XS Trust Series 2006-20
Lehman Mortgage Trust Series 2006-2
LB-UBS Comm. Mtge. Trust Series 2006-C1
LB-UBS Comm. Mtge. Trust Series 2006-C3
LB-UBS Comm. Mtge. Trust Series 2006-C4
LB-UBS Comm. Mtge. Trust Series 2006-C6
LB-UBS Comm. Mtge. Trust Series 2006-C7
Merrill Lynch Series 2006-MLN1
Merrill Lynch Series 2006-OPT1
Merrill Lynch Series 2006-WMC2
Merrill Lynch Series 2006-FF1
Merrill Lynch Countrywide Series 2006-1
Merrill Lynch Countrywide Series 2006-2
Merrill Lynch Countrywide Series 2006-3
Merrill Lynch Countrywide Series 2006-4
Merrill Lynch Series 2006-AHL1
Merrill Lynch Series 2006-AR1
Merrill Lynch Series 2006-FM1
Merrill Lynch Series 2006-HE2
Merrill Lynch Series 2006-HE3
Merrill Lynch Series 2006-HE4
Merrill Lynch Series 2006-HE5
Merrill Lynch Series 2006-HE6
Merrill Lynch Series 2006-RM1
Merrill Lynch Series 2006-RM2
Merrill Lynch Series 2006-RM3
Merrill Lynch Series 2006-RM4
Merrill Lynch Series 2006-RM5
Merrill Lynch Series 2006-SD1
Merrill Lynch Series 2006-SL1
Merrill Lynch Series 2006-SL2
Merrill Lynch Series 2006-C1
Merrill Lynch Series 2006-C2
Morgan Stanley Capital I Series 2006-HQ8
Morgan Stanley Capital I Series 2006-HQ9
Morgan Stanley Capital I Series 2006-IQ11
Morgan Stanley Capital I Series 2006-IQ12
Morgan Stanley Mtg Loan Trust Series 2006-4SL
Morgan Stanley Mtg Loan Trust Series 2006-10SL
Morgan Stanley Mtg Loan Trust Series 2006-14SL
OWNIT Mortgage Loan Trust Series 2006-3
OWNIT Mortgage Loan Trust Series 2006-4
Custodian Only Transactions Paying Agent Only Transactions
Lehman XS Trust Series 2006-5
Lehman XS Trust Series 2006-7
Lehman XS Trust Series 2006-9
Lehman XS Trust Series 2006-10N
Lehman XS Trust Series 2006-12
Lehman XS Trust Series 2006-13
Lehman XS Trust Series 2006-17
Morgan Stanley Series 2006-HE1
Morgan Stanley Series 2006-HE2
Morgan Stanley Series 2006-HE3
Morgan Stanley Series 2006-HE4
Morgan Stanley Series 2006-HE5
Morgan Stanley Series 2006-HE6
Morgan Stanley Series 2006-HE7
Morgan Stanley Series 2006-HE8
Morgan Stanley HEL Series 2006-1
NYMC Series 2006
SAIL 2006-1
SAIL 2006-2
SAIL 2006-3
SAIL 2006-4
SARM 2006-1
SARM 2006-2
SARM 2006-3
SARM 2006-4
SARM 2006-5
SARM 2006-6
SARM 2006-7
SARM 2006-8
SARM 2006-9
SARM 2006-10
SARM 2006-11
SARM 2006-12
SASCO 2006-BC1
SASCO 2006-BC2
SASCO 2006-BC3
SASCO 2006-BC4
SASCO 2006-BC5
SASCO 2006-BC6
SASCO 2006-S1
SASCO 2006-S2
SASCO 2006-S3
SASCO 2006-S4
Sequoia Alternative Loan Trust Series 2006-1
(page)
Non-Specific Transactions Nominal Trustee Transactions
OWNIT Mortgage Loan Trust Series 2006-5
OWNIT Mortgage Loan Trust Series 2006-6
OWNIT Mortgage Loan Trust Series 2006-7
SACO I Trust Series 2006-1
SACO I Trust Series 2006-2
SACO I Trust Series 2006-3
SACO I Trust Series 2006-4
SACO I Trust Series 2006-5
SACO I Trust Series 2006-6
SACO I Trust Series 2006-7
SACO I Trust Series 2006-8
SACO I Trust Series 2006-9
SACO I Trust Series 2006-10
SACO I Trust Series 2006-12
SATURNS Series 2006-1
SATURNS Series 2006-2
TILES Series 2006-1
Wachovia Bank CMT Series 2006-C24
Custodian Only Transactions Paying Agent Only Transactions
</Table>
EX-33 (c)
(logo) WELLS FARGO
Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax
Wells Fargo Bank, N.A.
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association (the
"Company") provides this assessment of compliance with the following applicable
servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by
the Securities and Exchange Commission. Management has determined that the
servicing criteria are applicable in regards to the servicing platform for the
period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d),
to the extent required in the related transaction agreements or required by the
Item 1122(d) servicing criteria in regards to the activities performed by the
Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii),
1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x),
1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which management has
determined are not applicable to the activities the Company performs with
respect to the Platform (the "Applicable Servicing Criteria").
Period: Twelve months ended December 31, 2006 (the "Period").
Third parties classified as vendors: With respect to servicing criteria
1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform
Commercial Code filing functions required by the servicing criteria ("vendors").
The Company has determined that none of the vendors is a "servicer" as defined
in Item 1101(j) of Regulation AB, and the Company elects to take responsibility
for assessing compliance with the portion of the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). The Company has policies and procedures in place to
provide reasonable assurance that each vendor's activities comply in all
material respects with the servicing criteria applicable to each vendor. The
Company is solely responsible for determining that it meets the SEC requirements
to apply Interpretation 17.06 for the vendors and related criteria.
With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria,
including servicing criteria for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the Period. In performing
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Other than as identified on Schedule A hereto, as of and for the Period, the
Company was in material compliance with the Applicable Servicing Criteria. Any
material instances of noncompliance by a vendor of which the Company is aware
and any material deficiency in the Company's policies and procedures to monitor
vendors' compliance that the Company has identified is specified on Schedule A
hereto.
KPMG LLP, a registered public accounting firm, has issued an attestation
report with respect to the Company's foregoing assessment of compliance as of
and for the Period.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:/s/ Brian Bartlett
Brian Bartlett
Its: Executive Vice President
Dated: March 1, 2007
(page)
(logo) WELLS FARGO
Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax
Wells Fargo Bank, N.A.
Schedule A
Material Instances of Noncompliance by the Company
1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain
monthly investor or remittance reports included errors in the calculation and/or
the reporting of delinquencies for the pool assets, which errors may or may not
have been material. All such errors were the result of data processing errors
and/or the mistaken interpretation of data provided by other parties
participating in the servicing function. All necessary adjustments to data
processing systems and/or interpretive clarifications have been made to correct
those errors and to remedy related procedures.
Material instances of Noncompliance by any Vendor
NONE
Material Deficiencies In Company's Policies and Procedures to Monitor Vendors'
Compliance
NONE
EX-33 (d)
(logo) WELLS FARGO
Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax
Wells Fargo Bank, N.A.
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association (the
"Company") provides this assessment of compliance with the following applicable
servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by
the Securities and Exchange Commission. Management has determined that the
servicing criteria are applicable in regards to the servicing platform for the
period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d),
to the extent required in the related transaction agreements or required by the
Item 1122(d) servicing criteria in regards to the activities performed by the
Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii),
1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x),
1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which management has
determined are not applicable to the activities the Company performs with
respect to the Platform (the "Applicable Servicing Criteria").
Period: Twelve months ended December 31, 2006 (the "Period").
Third parties classified as vendors: With respect to servicing criteria
1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform
Commercial Code filing functions required by the servicing criteria ("vendors").
The Company has determined that none of the vendors is a "servicer" as defined
in Item 1101(j) of Regulation AB, and the Company elects to take responsibility
for assessing compliance with the portion of the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). The Company has policies and procedures in place to
provide reasonable assurance that each vendor's activities comply in all
material respects with the servicing criteria applicable to each vendor. The
Company is solely responsible for determining that it meets the SEC requirements
to apply Interpretation 17.06 for the vendors and related criteria.
With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria,
including servicing criteria for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the Period. In performing
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Other than as identified on Schedule A hereto, as of and for the Period, the
Company was in material compliance with the Applicable Servicing Criteria. Any
material instances of noncompliance by a vendor of which the Company is aware
and any material deficiency in the Company's policies and procedures to monitor
vendors' compliance that the Company has identified is specified on Schedule A
hereto.
KPMG LLP, a registered public accounting firm, has issued an attestation
report with respect to the Company's foregoing assessment of compliance as of
and for the Period.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:/s/ Brian Bartlett
Brian Bartlett
Its: Executive Vice President
Dated: March 1, 2007
(page)
(logo) WELLS FARGO
Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax
Wells Fargo Bank, N.A.
Schedule A
Material Instances of Noncompliance by the Company
1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain
monthly investor or remittance reports included errors in the calculation and/or
the reporting of delinquencies for the pool assets, which errors may or may not
have been material. All such errors were the result of data processing errors
and/or the mistaken interpretation of data provided by other parties
participating in the servicing function. All necessary adjustments to data
processing systems and/or interpretive clarifications have been made to correct
those errors and to remedy related procedures.
Material instances of Noncompliance by any Vendor
NONE
Material Deficiencies In Company's Policies and Procedures to Monitor Vendors'
Compliance
NONE
EX-33 (e)
(logo) WELLS FARGO
Wells Fargo Bank, N.A.
Document Custody
1015 10th Avenue SE
Minneapolis, MN 55414
Appendix I
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the servicing
criteria set forth in Item 1122(d) of Regulation AB promulgated by the
Securities and Exchange Commission. The Company has determined that the
servicing criteria are applicable in regard to the servicing platform for the
period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting required under
the Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006, for which the Company provides document custody services, excluding any
publicly issued transactions issued by any government sponsored entity (the
"Platform").
Applicable Servicing Criteria: The servicing criteria set forth in Item
1122(d)(4)(i) and 1122(d)(4)(ii), in regard to the activities performed by the
Company with respect to the Platform (the "Applicable Servicing Criteria"). The
Company has determined that all other servicing criteria set forth in Item
1122(d) are not applicable to the Platform.
Period: Twelve months ended December 31, 2006 (the "Period").
With respect to the Platform, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing the Company's compliance with
the Applicable Servicing Criteria as of and for the Period.
2. The Company has assessed compliance with the Applicable Servicing
Criteria. In performing this assessment, the Company used the criteria set forth
by the Securities and Exchange Commission in paragraph (d) of Item 1122 of
Regulation AB.
3. Based on such assessment, as of and for the Period, the Company has
complied, in all material respects with the Applicable Servicing Criteria.
KPMG LLP, a registered public accounting firm, has issued an attestation
report with respect to the Company's assessment of compliance as of and for the
Period.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Shari L. Gillund
Shari L. Gillund
Its: Senior Vice President
Dated: March 1, 2007
EX-34 (a)
(logo) KPMG
KPMG LLP
Suite 2000
355 South Grand Avenue
Los Angeles, CA 90071-1568
Report of Independent Registered Public Accounting Firm
The Board of Directors
Countrywide Financial Corporation:
We have examined management's assessment, included in the accompanying
Assessment of Compliance with Applicable Servicing Criteria, that Countrywide
Financial Corporation and certain of its subsidiaries, including its direct and
indirect wholly owned subsidiaries, Countrywide Home Loans (CHL), Countrywide
Tax Services Corporation, Newport Management Corporation, and Countrywide Home
Loans Servicing L.P., a wholly owned subsidiary of CHL (collectively the
Company) complied with the servicing criteria set forth in Item 1122(d) of the
Securities and Exchange Commission's Regulation AB for publicly issued
residential mortgage-backed securities (securities collateralized by residential
mortgage loans, including prime, alternative loan products, subprime, HELOC, and
closed seconds) issued on or after January 1, 2006, for which the Company
provides cash collection and administration, investor remittances, and reporting
(except for those activities relating to trustee and paying agent services), and
pool asset administration (except for those activities relating to custodial
operations of pool assets and related documents), collectively "Servicing
Functions", excluding any transactions issued by any government sponsored
enterprise for which the Company provides Servicing Functions (the Platform),
except for servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it
relates to information other than that contained in the monthly remittance
report delivered by the servicer to the master servicer, trustee, and/or bond
administrator, and 1122(d)(3)(i)(D), only as it relates to the agreeing with
investors' records as to the total unpaid principal balance and number of pool
assets serviced by the servicer, 1122(d)(3)(ii), only as it relates to amounts
other than amounts remitted by the servicer to the master services, trustee,
and/or bond administrator, 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), and
1122(d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii) relate to the custodial
operations of the pool assets and related documents (collateral file) by the
document custodian responsible for such functions for the related transaction
and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (derivative
transactions), as of and for the year ended December 31, 2006. Management is
responsible for the Company's compliance with those servicing criteria. Our
responsibility is to express an opinion on management's assessment about the
Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore,
(page)
our procedures were limited to the selected transactions and servicing
activities performed by the Company during the period covered by this report.
Our procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria as of and for the year ended December 31, 2006
is fairly stated in all material respects.
/s/ KPMG LLP
Los Angeles, California
February 28, 2007
2
KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.
EX-34 (b)
Report of Independent Registered Public Accounting Firm
We have examined management's assertion, included in the accompanying
Management's Assertion on Compliance with Item 1122 Criteria, that LaSalle Bank
National Association ("LBNA" or "the Company"), a wholly owned subsidiary of
LaSalle Bank Corporation, complied with the servicing criteria set forth in Item
1122 (d) of the Securities and Exchange Commission's Regulation AB for all new
Asset Backed Securities, Commercial Mortgage Backed Securities and Residential
Mortgage Backed Securities securitization trust transactions subsequent to
January 1, 2006, to the extent subject to Regulation AB for which LBNA is
trustee ("the Platform"), as of and for the year ended December 31, 2006, except
for those criteria which the Company has determined are not applicable to the
activities performed by them with respect to the Platform covered by this
report. See Exhibit A of management's assertion for a list of servicing criteria
determined by the Company to be applicable to the activities performed by them
with respect to the Platform. As indicated in the Management's Assertion on
Compliance with Item 1122 Criteria, management's assertion for servicing
criteria 1122(d)(3)(i)(A) and (B) covers only the information in reports to
investors that is specifically required by the respective transaction
agreements, and not to any additional information included in reports to
investors that is not required by the respective transaction agreements.
Management is responsible for the Company's compliance with the servicing
criteria listed in Exhibit A. Our responsibility is to express an opinion on
management's assertion about the Company's compliance with the servicing
criteria based on our examination.
Our examination was conducted in accordance with standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis, evidence about the Company's compliance with the applicable
servicing criteria and performing such other procedures as we considered
necessary in the circumstances. Our examination included testing of less than
all of the individual mortgage transactions and securities that comprise the
platform, testing of less than all of the servicing activities related to the
Platform, and determining whether the Company processed those selected
transactions and performed those selected activities in compliance with the
servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.
In our opinion, management's assertion that the Company complied with the
aforementioned servicing criteria as of and for the year ended December 31, 2006
for the Platform, is fairly stated, in all material respects.
/s/ Ernst & Young LLP
February 28, 2007
Chicago, Illinois
EX-34 (c)
(logo) KPMG
KPMG LLP
303 East Wacker Drive
Chicago, IL 60801-5212
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the compliance of the Corporate Trust Services division of
Wells Fargo Bank, National Association (the Company) with the servicing criteria
set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
AB for publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the Platform), except for servicing criteria
1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v),
1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not
applicable to the activities it performs with respect to the Platform, as of and
for the twelve months ended December 31, 2006. Management is responsible for the
Company's compliance with those servicing criteria. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.
As described in the accompanying management's Assessment of Compliance With
Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company
has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"). As permitted by
Interpretation 17.06, the Company has asserted that it has policies and
KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm
of KPMG International, a Swiss cooperation.
(page)
(logo) KPMG
procedures in place designed to provide assurance that the vendors' activities
comply in all material respects with the servicing criteria applicable to each
vendor. The Company is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related criteria
as described in its assertion, and we performed no procedures with respect to
the Company's eligibility to apply Interpretation 17.06.
Our examination disclosed material noncompliance with criterion 1122(d)(3)(i),
as applicable to the Company during the twelve months ended December 31, 2006.
Certain monthly investor or remittance reports included errors in the
calculation and/or the reporting of delinquencies for the pool assets.
In our opinion, except for the material non-compliance described above, the
Company complied, in all material respects, with the aforementioned servicing
criteria, including servicing criteria for which compliance is determined based
on Interpretation 17.06 as discussed above, as of and for the twelve months
ended December 31, 2006.
/s/ KPMG LLP
Chicago, IL 60601
March 1, 2007
EX-34 (d)
(logo) KPMG
KPMG LLP
303 East Wacker Drive
Chicago, IL 60801-5212
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the compliance of the Corporate Trust Services division of
Wells Fargo Bank, National Association (the Company) with the servicing criteria
set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
AB for publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the Platform), except for servicing criteria
1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v),
1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not
applicable to the activities it performs with respect to the Platform, as of and
for the twelve months ended December 31, 2006. Management is responsible for the
Company's compliance with those servicing criteria. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.
As described in the accompanying management's Assessment of Compliance With
Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company
has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"). As permitted by
Interpretation 17.06, the Company has asserted that it has policies and
KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm
of KPMG International, a Swiss cooperation.
(page)
(logo) KPMG
procedures in place designed to provide assurance that the vendors' activities
comply in all material respects with the servicing criteria applicable to each
vendor. The Company is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related criteria
as described in its assertion, and we performed no procedures with respect to
the Company's eligibility to apply Interpretation 17.06.
Our examination disclosed material noncompliance with criterion 1122(d)(3)(i),
as applicable to the Company during the twelve months ended December 31, 2006.
Certain monthly investor or remittance reports included errors in the
calculation and/or the reporting of delinquencies for the pool assets.
In our opinion, except for the material non-compliance described above, the
Company complied, in all material respects, with the aforementioned servicing
criteria, including servicing criteria for which compliance is determined based
on Interpretation 17.06 as discussed above, as of and for the twelve months
ended December 31, 2006.
/s/ KPMG LLP
Chicago, IL 60601
March 1, 2007
EX-34 (e)
(logo) KPMG
KPMG LLP
303 East Wacker Drive
Chicago, IL 60601-5212
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank National Association:
We have examined management's assertion, included in the accompanying Appendix
I, that the Document Custody section of the Corporate Trust Services division of
Wells Fargo Bank National Association complied with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006 for which the Company provides document custody services, excluding any
publicly issued transactions issued by any government sponsored entity (the
Platform) as of and for the twelve months ended December 31, 2006. Management
has determined that servicing criteria 1122(d)(4)(i) and 1122(d)(4)(ii) are
applicable to the activities it performs with respect to the Platform, and that
all other servicing criteria set forth in Item 1122(d) are not applicable to the
document custody services provided by the Company with respect to the Platform.
Management is responsible for the Company's compliance with those servicing
criteria. Our responsibility is to express an opinion on management's assertion
about the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.
In our opinion, management's assertion that the Company complied with the
aforementioned servicing criteria as of and for the period ended December 31,
2006 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
March 1, 2007
KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG
International, a Swiss cooperative.
EX-35 (a)
(logo) Countrywide
HOME LOANS
400 Countrywide Way
Simi Valley, California 93065-6298
February 28, 2007
WELLS FARGO
9062 OLD ANNAPOLIS RD
COLUMBIA, MD 21045
Laneise Foxworth
OFFICER'S CERTIFICATE
I, Joseph Candelario, hereby certify that I am an officer of Countrywide GP,
Inc., general partner of Countrywide Home Loans Servicing LP (the "Servicer"). I
further certify, with respect to the applicable servicing agreement relating to
the securitization transaction(s) set forth on Exhibit A attached hereto (the
"Servicing Agreement") that:
(a) A review of the activities of the Servicer during the preceding calendar
year and of the performance of the Servicer under the Servicing Agreement has
been made under my supervision; and
(b) To the best of my knowledge, based on such review, the Servicer has
fulfilled all of its obligations under the Servicing Agreement in all material
respects throughout such year.
/s/ Joseph Candelario
Joseph Candelario
First Vice President
Compliance Officer
Loan Administration
February 28, 2007
See Deal Name listing on following page.
(page)
Exhibit A
ACE 2006-CW1
ACE 2006-FM2
ACE 2006-NC2
ACE 2006-NC3
BAFC 2006-2
BAFC 2006-A
BAFC 2006-D
BAFC 2006-H
BCAP 2006AA1
BCAP 2006-AA2
BSALTA 2006-1
BSALTA 2006-2
BSALTA 2006-3
BSALTA 2006-4
BSALTA 2006-5
BSALTA 2006-6
BSALTA 2006-7
BSALTA 2006-8
BSARM 2006-2
BSARM 2006-4
CSAB 2006-2
CSAB 2006-3
CSAB 2006-4
CSFB ARMT 2006-1
CSFB ARMT 2006-2
CSFB ARMT 2006-3
CSMC 2006-1
CSMC 2006-2
CSMC 2006-3
CSMC 2006-4
CSMC 2006-5
CSMC 2006-7
CSMC 2006-8
CSMC 2006-9
DBALT 2006-AB3 (SUB)
DBALT 2006-AB4 (SUB)
DBALT 2006-AF1
DBALT 2006-AR1
DBALT 2006-AR2
DBALT 2006-AR3
DBALT 2006-AR4
DBALT 2006-AR5 (SUB)
DBALT 2006-AR6 (SUB)
DBALT 2006-OA1 (SUB)
GSAA 2006-10 (SUB)
GSAA 2006-11
GSAA 2006-14
GSAA 2006-16
GSAA 2006-17
(page)
Exhibit A (con't.)
GSAA 2006-19
GSAA 2006-20
GSAA 2006-4
GSAA 2006-4 (SUB)
GSAA 2006-7 SUB
GSAA 2006-8
GSAA 2006-8 (SUB)
GSR 2006-1F (SUB)
GSR 2006-1F (SUB)
GSR 2006-2F (SUB)
GSR 2006-2F (SUB)
GSR 2006-3F (SUB)
GSR 2006-3F (SUB)
GSR 2006-5F (SUB)
GSR 2006-5F (SUB)
GSR 2006-6F
GSR 2006-7F
GSR 2006-8F
GSR 2006-9F
GSR 2006-10F
GSR 2006-AR1
GSR 2006-AR2
GSR 2006-OA1
HARBORVIEW 2006-2
HARBORVIEW 2006-6
HARBORVIEW 2006-11
HARBORVIEW 2006-12
SASCO 2006-BC2
SASCO 2006-BC3
SASCO 2006-BC4
SASCO 2006-BC5
THORNBURG 2006-1
THORNBURG 2006-2
THORNBURG 2006-4
THORNBURG 2006-5
DBALT 2006-AR6
DBALT 2006-OA1
GSR 2006-1F
GSR 2006-5F
JPMMT 2006-A7
JPMMT 2006-S2
JPMMT 2006-S3
JPMMT 2006-54
LMT 2006-9
LUMINENT 2006-2
LUMINENT 2006-5
LUMINENT 2006-5
LUMINENT 2006-6
MARM 2006-2
MARM 2006-OA2
MLMI 2006-A1
(page)
Exhibit A (con't.)
MLMI 2006-A2
MLMI 2006-A3
MLMI 2006-A4
MSAC 2006-HE8
MSIX 2006-1
MSM 2006-1AR
SAIL 2006-3
SAMI II 2006-AR1
SAMI II 2006-AR2
SAMI II 2006-AR3
SAMI II 2006-AR4
SAMI II 2006-AR6
SAMI II 2006-AR7
SAMI II 2006-AR8
SARM 2006-2
SARM 2006-3
SARM 2006-4
SARM 2006-5
SARM 2006-7
SARM 2006-8
SARM 2006-9
THORNBURG 2006-3
ZUNI 2006-OA1
GSR 2006-3F
GSR 2006-2F
PRIME 2006-CL1
SARM 2006-1
THORNBURG 2006-6
JPALT 2006-A1
JPALT 2006-A2
JPALT 2006-A3
JPALT 2006-A4
JPALT 2006-A6
JPALT 2006-A7
JPALT 2006-S1
JPALT 2006-S3
JPALT 2006-S4
JPMAC 2006-CW2
JPMMT 2006-A1
JPMMT 2006-A2
JPMMT 2006-A3
JPMMT 2006-A4
JPMMT 2006-A6
HASCO 2006-HE1
SEQUOIA 2006-1
SEQUOIA 2006-1
SQALT 2006-1
EX-35 (b)
EX-35 (c)
(logo) WELLS FARGO
Corporate Trust Services
MAC N2702-011
9062 Old Annapolis Road
Columbia, MD 21045
410 884-2000
410 715-2380 Fax
Wells Fargo Bank, N.A.
March 26, 2007
Sequoia Residential Funding, Inc.
One Belvedere Place
Suite 330
Mill Valley, CA 94941
RE: Annual Statement As To Compliance for Sequoia Alternative Loan Trust 2006-1
Per Section 9.11 of the Pooling and Servicing Agreement, dated as of 1/1/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Master Servicer), hereby
certifies the following for the 2006 calendar year or portion thereof:
(A) a review of such party's activities during the preceding calendar year or
portion thereof and of such party's performance under this Agreement has
been made under such officer's supervision and
(B) to the best of such officer's knowledge, based on such review, such party
has fulfilled all its obligations under this Agreement in all material
respects throughout such year or portion thereof, or, if there has been a
failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof.
Certified By:
/s/ Scott Strack
Scott Strack, Vice President
Certified By:
/s/ Gordon Johnson
Gordon Johnson, Assistant Secretary
EX-35 (d)
(logo) WELLS FARGO
Corporate Trust Services
MAC N2702-011
9062 Old Annapolis Road
Columbia, MD 21045
410 884-2000
410 715-2380 Fax
Wells Fargo Bank, N.A.
March 06, 2007
Sequoia Residential Funding, Inc.
One Belvedere Place
Suite 330
Mill Valley, CA 94941
RE: Annual Statement As To Compliance for Sequoia Alternative Loan Trust 2006-1
Per Section 6.22 of the Pooling and Servicing Agreement, dated as of 1/1/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Trust Administrator), hereby
certifies the following for the 2006 calendar year or portion thereof:
(A) a review of such party's activities during the preceding calendar year or
portion thereof and of such party's performance under this Agreement, or
such other applicable agreement in the case of a Servicing Function
Participant, has been made under such officer's supervision and
(B) to the best of such officer's knowledge, based on such review, such party
has fulfilled all its obligations under this Agreement, or such other
applicable agreement in the case of a Servicing Function Participant, in
all material respects throughout such year or portion thereof, or, if there
has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and
status thereof.
Certified By:
/s/ Barry Akers
Barry Akers
Vice President
Certified By:
/s/ Gordon Johnson
Gordon Johnson, Assistant Secretary