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: 333-134218-04
Carrington Mortgage Loan Trust, Series 2006-NC5
(exact name of issuing entity as specified in its charter)
Stanwich Asset Acceptance Company, L.L.C.
(exact name of the depositor as specified in its charter)
Carrington Securities, LP
(exact name of the sponsor as specified in its charter)
New York 54-2198484
(State or other jurisdiction of 54-2198485
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.
Registrant does not have any voting stock.
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 in accordance with General Instruction J to Form 10-K.
Item 1A. Risk Factors.
Omitted in accordance with General Instruction J to Form 10-K.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted in accordance with General Instruction J to Form 10-K.
Item 3. Legal Proceedings.
Omitted in accordance with General Instruction J to Form 10-K.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted in accordance with General Instruction J to Form 10-K.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted in accordance with General Instruction J to Form 10-K.
Item 6. Selected Financial Data.
Omitted in accordance with General Instruction J to Form 10-K.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted in accordance with General Instruction J to Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted in accordance with General Instruction J to Form 10-K.
Item 8. Financial Statements and Supplementary Data.
Omitted in accordance with General Instruction J to Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted in accordance with General Instruction J to Form 10-K.
Item 9A. Controls and Procedures.
Omitted in accordance with General Instruction J to Form 10-K.
Item 9A(T). Controls and Procedures.
Not applicable.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted in accordance with General Instruction J to Form 10-K.
Item 11. Executive Compensation.
Omitted in accordance with General Instruction J to Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
Omitted in accordance with General Instruction J to Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted in accordance with General Instruction J to Form 10-K.
Item 14. Principal Accounting Fees and Services.
Omitted in accordance with General Instruction J to Form 10-K.
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 the issuing entity.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support,
Except for Certain Derivatives Instruments (Information Regarding
Significant Enhancement Providers).
Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no
information is required in response to this item.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial
Information).
Based on the standards set forth in Item 1115(b) of Regulation AB, no
information is required in response to this Item.
Item 1117 of Regulation AB, Legal Proceedings.
The Registrant knows of no material pending proceedings against the Sponsor,
the Depositor, the Issuing Entity, Wells Fargo Bank, N.A., as Trustee,
Deutsche Bank National Trust Company, as Custodian, and Home123 Corporation
as Originator, or of which any property of the foregoing is the subject.
Legal Proceedings Relating to New Century
DOL Investigation. On August 2, 2004, the U.S. Department of Labor, Wage and
Hour Division, or DOL, informed New Century Mortgage Corporation ("New Century
Mortgage"), an indirect wholly owned subsidiary of New Century Financial
Corporation (the "Company"), that it is conducting an investigation to
determine whether New Century Mortgage is in compliance with the Fair Labor
Standards Act, or FLSA. The DOL narrowed the scope of its investigation to
overtime compensation paid to retail loan officers in an Irvine, California
operation. New Century Mortgage believes it is in compliance with the FLSA and
that it properly pays overtime wages. In April 2005, New Century Mortgage
provided requested documents and awaits a response from the DOL.
Rubio. In March 2005, Daniel J. Rubio, a former retail loan officer of New
Century Mortgage, filed a class action complaint against New Century Mortgage
in the Superior Court of Orange County, California. The complaint alleges
failure to pay overtime wages, failure to provide meal and rest periods, and
that New Century Mortgage engaged in unfair business practices in violation of
the California Labor Code. The complaint seeks recovery of unpaid wages,
interest, and attorneys' fees and costs. New Century Mortgage filed a motion
to strike and demurrer to the complaint in May 2005. On July 8, 2005, the
court overruled the demurrer and granted the motion to strike. A First Amended
Complaint was filed in July 2005 and New Century Mortgage filed its answer in
August 2005. In December 2005, New Century Mortgage filed a motion to strike
portions of the complaint, which was granted in New Century Mortgage's favor,
limiting the statute of limitations for plaintiff's meal and rest period
claims to one year. The court reconsidered and reversed its ruling in May
2006. A Second Amended Complaint was filed by plaintiff, adding a cause of
action for failure to pay overtime in violation of the FLSA. In July 2006,
mediation occurred, followed by New Century Mortgage's removal of the case to
the United States District Court, Central District of California in August
2006. In September 2006, the court granted New Century Mortgage's motion to
strike, limiting the statute of limitations for plaintiff's meal and rest
period claims to one year. Plaintiff's Third Amended Complaint was filed in
October 2006. In December 2006, the Court granted New Century Mortgage's
motion to strike the punitive damages allegations from the plaintiff's Third
Amended Complaint and denied New Century Mortgage's motion to dismiss the
sixth cause of action for alleged wage statement violations. In December 2006,
the parties stipulated to plaintiff filing a Fourth Amended Complaint adding
plaintiffs John Hicks and David Vizcarra.
Bonner. In April 2005, Perrie Bonner and Darrell Bruce filed a class action
lawsuit against New Century Mortgage and Home123 Corporation, an indirect
wholly owned subsidiary of the Company ("Home123") in the U.S. District Court,
Northern District of Indiana, Hammond Division, alleging violations of the
Fair Credit Reporting Act, or FCRA, claiming that New Century Mortgage and
Home123 accessed consumer credit reports without authorization because the
prescreened offers of credit did not qualify as firm offers of credit. New
Century Mortgage and Home 123 filed their answer to the complaint on June 30,
2005. In September 2005, plaintiffs filed a motion for class certification and
on November 1, 2005, New Century Mortgage and Home123 filed a motion for
judgment on the pleadings. The court never ruled on the motion for judgment on
the pleadings. In August 2006, the court granted plaintiffs' motion for class
certification. The class size is limited to the Northern District of Indiana.
On December 13, 2006, the court heard oral argument in Indiana on the parties'
summary judgment motions. On March 9, 2007, the court ruled on the motion for
summary judgment that defendants' solicitation did not constitute a "firm
offer of credit", and ruled that plaintiff Bonner's claim that the disclosure
was not "clear and conspicuous" was moot. On March 12, 2007, this action
settled on a class-wide basis (Northern District of Indiana). On March 16,
2007, the parties moved for preliminary approval of the settlement. The court
has not yet ruled on the motion.
Phillips. In July 2005, Pamela Phillips filed a class action lawsuit against
the Company, New Century Mortgage and Home123 in the District Court, Central
District of California. Plaintiff alleges violations of FCRA, claiming that
the Company, New Century Mortgage and Home123 accessed consumer credit reports
without authorization because the prescreened offers of credit did not qualify
as firm offers of credit. The case also alleges that certain disclosures were
not made in a clear and conspicuous manner. The complaint seeks damages of not
more than $1,000 for each alleged violation, declaratory relief, injunctive
relief, attorneys' fees and costs. The Company, New Century Mortgage and
Home123 filed a motion to dismiss certain claims in October 2005. In November
2005, the court granted the motion to dismiss, in part. In early March 2006,
the court, on its own motion, reversed its prior ruling on the motion to
dismiss citing the 7th Circuit Court of Appeals recent decision in the Murray
v. GMAC Mortgage Corporation case. On November 14, 2006, plaintiff filed a
Motion for Class Certification proposing that the class be limited to all
individuals throughout Harris County, Texas whose consumer reports were
obtained or used by New Century Mortgage or Home123 in connection with a
credit transaction not initiated by them and who received the same written
solicitation to entered into a credit transaction received by plaintiff. In
late December 2006, plaintiff filed a Third Amended Complaint to limit the
class size to Harris County, Texas. On January 22, 2007, the Company, New
Century Mortgage and Home123 filed their Opposition to Plaintiff's Motion for
Class Certification. On January 31, 2007, the Company, New Century Mortgage
and Home123 filed a Motion to Stay. On February 22, 2007, the court denied the
Motion to Stay. On March 11, 2007, this action settled. The parties agreed to
dismissal with prejudice of individual claims and dismissal without prejudice
of claims of putative class members.
Jeppesen. In October 2005, Patricia and Stephen Jeppesen filed a class action
lawsuit against New Century Mortgage in the U.S. District Court, Northern
District of Indiana. Plaintiffs allege that New Century Mortgage violated the
Indiana High Cost Loan Act by allegedly making loans with fees greater than
permitted by law unless certain disclosures are made. The class is defined as
all persons who obtained a mortgage loan from New Century Mortgage after
January 1, 2005 on their principal residence in Indiana. A second claim in the
complaint alleges that New Century Mortgage improperly charged a document
preparation fee. On January 12, 2007, the Office of the Attorney General,
State of Indiana, issued a no-action letter and, in response to a letter dated
September 19, 2005 from plaintiff's counsel about alleged violations of the
Indiana Home Loan Practices Statute, concluded its inquiry and declined to
take any action against New Century Mortgage. In February 2007, the parties
reached a settlement on an individual basis. On February 14, 2007, the court
entered an order dismissing this case and approving the Stipulation of
Dismissal.
Forrest. In January 2006, Mary Forrest filed a class action lawsuit against
New Century Mortgage in the U.S. District Court for the Eastern District of
Wisconsin, Milwaukee Division. Plaintiff alleges violations of FCRA, claiming
that New Century Mortgage accessed prescreened credit reports without
authorization because the offers of credit allegedly did not qualify as firm
offers of credit. The proposed class consists of persons with Wisconsin
addresses to whom New Century Mortgage sent a particular prescreened offer of
credit after November 20, 2004. In February 2006, New Century Mortgage filed
both its answer and a motion to transfer the case to the U.S. District Court
for the Central District of California. In June 2006, the court granted New
Century Mortgage's motion to transfer and ordered the case transferred from
the U.S. District Court in Wisconsin to the U.S. District Court, Central
District of California. In July 2006, New Century Mortgage filed a Notice of
Related Case to consolidate this matter with the Phillips class action. On
March 11, 2007, this action settled. On March 20, 2007, a stipulation for
dismissal of individual claims dismissed with prejudice and claims of putative
class members dismissed without prejudice was filed with the court.
Securities Class Action Litigation
On February 8, 2007, Avi Gold filed a securities class action complaint in the
United States District Court for the Central District of California against
the Company and certain of its directors and officers (the "Original
Complaint"). The Original Complaint alleges that defendants violated federal
securities laws by issuing false and misleading statements and failing to
disclose material facts about the Company, which resulted in artificially
inflated market prices of the Company's common stock. The purported class
period is between April 7, 2006 and February 7, 2007. The Original Complaint
seeks money damages in favor of its purported class of purchasers of the
Company's securities, the costs and expenses of the action and other relief
that may be granted by the court.
The Company has also learned that seventeen additional purported class actions
were filed in the United States District Court for the Central District of
California between February 8, 2007 and March 16, 2007. These complaints, some
of which the Company has not yet been served with and which name the Company
and certain of its officers and directors as defendants, present in large
degree the same legal and factual issues as the Original Complaint and allege
various class periods, the longest of which is from April 7, 2006 to March 2,
2007. One of these class actions has been brought on behalf of the holders of
the Company's 9.125% Series A Cumulative Redeemable Preferred Stock ("Series A
Preferred Stock") and the holders of the Company's 9.75% Series B Cumulative
Redeemable Preferred Stock ("Series B Preferred Stock"). Another of these
class actions has been brought on behalf of the holders of the Company's
Series B Preferred Stock. The Company anticipates that similar actions on
behalf of holders of the Company's common stock, Series A Preferred Stock and
Series B Preferred Stock may be filed in the future and does not undertake any
obligation to update this disclosure for any similar or related claims that
may be made in this regard. The Company intends to review the allegations in
these complaints and respond appropriately. The Company's management intends
to vigorously defend these claims; however, an unfavorable outcome in these
cases or future securities class action cases could have a material adverse
effect on the Company's financial condition.
Shareholder Derivative Complaint
The Company was served with a shareholder derivative complaint on March 1,
2007, filed in the Superior Court of California, County of Orange. The
complaint alleges breach of fiduciary duty, abuse of control, gross
mismanagement, waste of corporate assets, unjust enrichment, and violations of
California Corporations Code 25402 and seeks damages for breach, disgorgement,
equitable relief, costs and fees. The case is in the very preliminary stages.
The Company has also learned that five additional shareholder derivative
actions were filed in the Superior Court of California, County of Orange
between February 8, 2007 and March 16, 2007 and two additional shareholder
derivative actions were filed in the United States District Court for the
Central District of California during this same time period. These complaints,
some of which the Company has not yet been served with and which name the
Company and certain of its officers and directors as defendants, present in
large degree the same legal and factual issues as the original shareholder
derivative complaint. The Company anticipates that similar actions may be
filed in the future and does not undertake any obligation to update this
disclosure for any similar or related claims that may be made in this regard.
The Company intends to review the allegations in these complaints and respond
appropriately.
U.S. Attorney's Office Investigation
On February 27, 2007, the Company received a letter from the United States
Attorney's Office for the Central District of California (the "U.S. Attorney's
Office") indicating that it was conducting a criminal inquiry under the
federal securities laws in connection with trading in the Company's
securities, as well as accounting errors regarding the Company's allowance for
repurchase losses. The Company has subsequently received a grand jury subpoena
requesting production of certain documents. The Company intends to cooperate
with the requests of the U.S. Attorney's Office.
SEC Investigation
On March 7, 2007, the Company received a letter from the Pacific Regional
Office of the Securities and Exchange Commission (the "SEC") requesting that
NCFC preserve certain documents. On March 12, 2007, the Company received a
letter from the staff of the Pacific Regional Office of the SEC stating that
the staff was conducting a preliminary investigation involving the Company and
requesting production of certain documents. The staff of the SEC had also
previously requested a meeting with the Company to discuss the events leading
up to the Company's previous announcement of the need to restate certain of
its historical financial statements. The Company intends to cooperate with the
requests of the SEC.
State Regulatory Actions
The Company has been engaged in recent ongoing discussions with its
state regulators regarding the Company's funding constraints and the impact on
consumers who are in various stages of the loan origination process with the
Company. The Company has advised these regulators that it has ceased accepting
loan applications. In addition, the Company has advised these regulators that at
this time, the Company and its subsidiaries are unable to fund any mortgage
loans, including mortgage loans for those consumers who were already in the loan
origination process with the Company. The Company has been and is continuing to
work cooperatively with these regulators to mitigate the impact on the affected
consumers, including transferring pending loans and loan applications to other
mortgage lenders. The Company has also been providing daily reports to its
various regulators regarding the status of loans in process in their states, as
well as responding to ad hoc information requests.
The Company received cease and desist orders from the States of
Massachusetts, New Hampshire, New Jersey and New York on March 13, 2007
(collectively, the "March 13 Orders"). New Century Mortgage additionally
received a Suspension Order from the state of New York on March 13, 2007 (the
"NCMC Suspension Order"). The NCMC Suspension Order suspends New Century
Mortgage's mortgage banking license in the State of New York for a period not to
exceed 30 days, pending investigation. On March 14 and 15, 2007, the Company
received additional cease and desist orders from the States of Connecticut,
Maryland, Rhode Island and Tennessee (collectively, the "March 14-15 Orders").
The March 13 Orders and the March 14-15 Orders contain allegations that certain
of the Company's subsidiaries have engaged in violations of applicable state
law, including, among others, failure to fund mortgage loans after closing.
Additionally, on March 14, 2007, New Century Mortgage and Home123 entered into a
Consent Agreement and Order with the Commonwealth of Pennsylvania Department of
Banking, Bureau of Supervision and Enforcement (the "Pennsylvania Consent
Agreement").
The March 13 Orders, the March 14-15 Orders and the Pennsylvania
Consent Agreement restrain the Company's subsidiaries from taking certain
actions, including, among others, engaging in alleged violations of state law
and taking new applications for mortgage loans in the relevant jurisdiction. The
March 13 Orders, the March 14-15 Orders and the Pennsylvania Consent Agreement
also compel the subsidiaries to affirmatively take certain actions, including
the creation of escrow accounts to hold any upfront fees collected in connection
with pending mortgage applications, the transfer to other lenders of the
outstanding mortgage applications and unfunded mortgage loans held by the
subsidiaries, and the provision of regular information to the state regulators
regarding the subsidiaries' activities in the applicable state, including the
status of all outstanding mortgage applications and unfunded mortgage loans in
that state. The cease and desist order received from the Rhode Island Department
of Business Regulation on March 14 suspends the licenses of one or more of the
Company's subsidiaries and seeks to assess administrative penalties.
The Company and its subsidiaries requested hearings on the cease and
desist orders issued by regulators in Maryland, Massachusetts, Connecticut and
Rhode Island on March 23, 2007, in Tennessee on March 27, 2007 and in New Jersey
on March 30, 2007.
In lieu of a hearing, the State of New York Banking Department (the
"New York Department") advised New Century Mortgage to submit a letter regarding
the NCMC Suspension Order and the New York cease and desist order. On March 29,
2007, New Century Mortgage sent a letter to the New York Department advising the
New York Department that New Century Mortgage was making every effort to comply
with the New York cease and desist order, but that it was unable to comply with
certain provisions of the New York cease and desist order at this time.
Therefore, the letter requested that the New York Department modify the cease
and desist order to remove those provisions that are impracticable for New
Century Mortgage to comply with at this time. The letter further indicates that
New Century Mortgage was agreeable to a 30-day extension of the New Century
Mortgage Suspension Order as it works to resolve its present liquidity issues.
On March 14, 2007, the Attorney General of Ohio and the Ohio Department
of Commerce, Division of Financial Institution (together, the "State") filed a
lawsuit against the Company, New Century Mortgage and Home123 (collectively, the
"Defendants") on March 14, 2007 in Ohio state court (the "Ohio Complaint"). The
Ohio Complaint alleges that the Company has engaged in violations of applicable
state law, including, among others, failure to fund mortgage loans after
closing. Also on March 14, 2007, the court granted the State's motion to enter a
temporary restraining order, which was subsequently modified by the court on
March 16, 2007, against the Defendants (as modified, the "TRO"). The TRO
restrained the Defendants from taking certain actions, including, among others,
(i) engaging in violations of state law, (ii) soliciting applicants and taking
new applications for mortgage loans in Ohio and (iii) initiating, prosecuting or
enforcing foreclosure actions in Ohio. The TRO required the parties to confer
with respect to restrictions regarding foreclosure action and the sale, transfer
or assignment of loans more than 60 days delinquent. On March 26, 2007, the
Defendants filed a Motion for Dissolution of Modified Temporary Restraining
Order and Motion for an Emergency Hearing, and Opposition to a Preliminary
Injunction. On March 28, 2007, the Defendants and the State reached agreement on
a Stipulated Preliminary Injunction effective for 90 days, which was entered by
the court. The Stipulated Preliminary Injunction replaces the TRO and provides
for a stay of the litigation for 90 days. The Stipulated Preliminary Injunction
restrains the Defendants from taking certain actions, including, among others,
engaging in alleged violations of state law and taking new applications for
mortgage loans. The Stipulated Preliminary Injunction also compels the
Defendants to take certain actions, including the transfer to other lenders of
any outstanding mortgage applications and unfunded mortgage loans, the placement
in escrow of any upfront fees collected in connection with pending mortgage
applications, and the provision of regular information to the State regarding
the Company's activities in Ohio, including the status of all outstanding
mortgage applications and unfunded mortgage loans. The Stipulated Preliminary
Injunction also requires the Defendants to submit certain categories of loans
(and related information) as to which it intends to foreclose to the State for
the State to review. The State may object for cause to the Company proceeding
with a particular foreclosure and if the Company is unable to convince the State
to permit it to proceed, the foreclosure will not proceed for the duration of
the Stipulated Preliminary Injunction. The Stipulated Preliminary Injunction
also provides for the State to review and object for cause to the Defendants
selling, transferring or assigning certain loans that are more than 60 days
delinquent.
In the event that the State or the Defendants believe the other is not
acting in good faith, the Stipulated Preliminary Injunction provides that the
complaining party should notify the other of such concern and if the concern is
not resolved, then either party may notify the other of their intent to file a
motion with the court to terminate the Stipulated Preliminary Injunction and
request to reschedule the previously canceled preliminary injunction hearing.
The Stipulated Preliminary Injunction provides that in such event neither party
will object to the scheduling of a prompt preliminary injunction hearing or the
termination of the Stipulated Preliminary Injunction at such a preliminary
injunction hearing.
On March 16, 2007, the Company received additional cease and desist
orders from the State of California (the "California Orders") and certain of the
Company's subsidiaries entered into consent agreements with the State of
Florida's Office of Financial Regulation and the State of Washington's
Department of Financial Institutions, respectively, each dated March 16, 2007
(the "March 16 Agreements" and together with the California Orders, the "March
16 Orders and Consent Agreements").
The March 16 Orders and Consent Agreements contain allegations that
certain of the Company's subsidiaries have engaged in violations of state law,
including, among others, failure to fund mortgage loans after closing. The March
16 Orders and Consent Agreements restrain the Company's subsidiaries from taking
certain actions, including, among others, engaging in alleged violations of
state law and taking new applications for mortgage loans in the relevant
jurisdiction. The March 16 Orders and Consent Agreements also compel the
subsidiaries to affirmatively take certain actions, including the creation of
escrow accounts to hold any upfront fees collected in connection with pending
mortgage applications, the transfer to other lenders of the outstanding mortgage
applications and unfunded mortgage loans held by the subsidiaries, and the
provision of regular information to the state regulators regarding the
subsidiaries' activities in the applicable state, including the status of all
outstanding mortgage applications and unfunded mortgage loans in that state.
In lieu of a hearing, the State of California Department of
Corporations (the "California Department") advised New Century Mortgage to
submit a letter regarding the California Orders. On March 30, 2007, New Century
Mortgage sent a letter to the California Department advising the California
Department that New Century Mortgage was making every effort to comply with the
California Orders, but that it was unable to comply with certain provisions of
the California Orders at this time. Therefore, the letter requested that the
California Department modify the California Orders to remove those provisions
that are impracticable for New Century Mortgage to comply with at this time.
On March 20, 2007, the Company entered into a Combined Statement of
Charges and Consent Order with the State of Iowa and a Consent Agreement and
Order with the State of Maine Office of Consumer Credit Regulation, Department
of Professional and Financial Regulation (together, the "March 20 Orders"). On
March 21, 2007, the Company entered into a Consent Order with the State of
Michigan, Department of Labor & Economic Growth, Office of Financial and
Insurance Services and a Consent Order with the State of Wyoming Banking
Commission (the "March 21 Orders"). On March 23, 2007, the Company entered into
a Consent Agreement and Order with the State of Idaho Department of Finance (the
"March 23 Order"). Similar to the consent agreements described above, the March
20, 21 and 23 Orders contain allegations that certain of the Company's
subsidiaries have engaged in violations of state law, including, among others,
failure to fund mortgage loans after closing. They restrain the Company's
subsidiaries from taking certain actions, including, among others, engaging in
alleged violations of state law and taking new applications for mortgage loans
in the relevant jurisdiction. They also compel the subsidiaries to affirmatively
take certain actions, including the creation of escrow accounts to hold any
upfront fees collected in connection with pending mortgage applications, the
transfer to other lenders of the outstanding mortgage applications and unfunded
mortgage loans held by the subsidiaries, and the provision of regular
information to the state regulators regarding the subsidiaries' activities in
the applicable state, including the status of all outstanding mortgage
applications and unfunded mortgage loans in that state.
The Company anticipates that cease and desist orders will continue to
be received by the Company and its subsidiaries from additional states in the
future and that the Company and its subsidiaries may enter into additional
consent agreements similar to those described above. The Company does not
undertake, and expressly disclaims, any obligations to update this disclosure
for any such additional cease and desist orders or consent agreements or for any
developments with respect to any of the state regulatory actions described
herein.
The Company intends to continue to cooperate with its regulators in
order to mitigate the impact on consumers resulting from the Company's funding
constraints.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
Omitted in accordance with Instruction to Item 1119 of
Regulation AB.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
Wells Fargo Bank, N.A., as Trustee, Deutsche Bank National Trust Company, as
Custodian, and New Century Mortgage Corporation, as Servicer (collectively,
the "Servicing Parties") have each been identified by the Registrant as
parties participating in the servicing function with respect to the pool
assets held by the Issuing Entity. Each of the Servicing Parties has completed
a report on an assessment of compliance with the servicing criteria applicable
to it (each, a "Report on Assessment"), which Reports on Assessment are
attached as exhibits to this Form 10-K. In addition, each of Wells Fargo Bank,
N.A., as Trustee, and Deutsche Bank National Trust Company, as Custodian, has
provided an attestation report (each, an "Attestation Report") by one or more
registered public accounting firms, which reports are also attached as
exhibits to this Form 10-K.
This report on Form 10-K omits an attestation report by one or more registered
public accounting firms (an "Attestation Report") related to the Report on
Assessment of New Century Mortgage Corporation ("New Century").
New Century is contractually obligated to provide the Registrant with an
Attestation Report. New Century is in breach of those obligations. The
Registrant has taken the following measures in an attempt to obtain New
Century's Attestation Report meeting the Item 1122 requirements: held numerous
conferences with New Century's senior management to discuss the implications
of not delivering the Attestation Report and all possible alternatives.
Despite these measures, the Registrant has been informed by senior management
of New Century that the Attestation Report will not be delivered by New
Century on or prior to the 10-K filing deadline.
New Century Financial Corporation, an affiliate of New Century Mortgage
Corporation, owns a significant percentage of the limited liability company
interest in Carrington Capital Management, LLC, an affiliate of the sponsor.
However, neither the Registrant nor New Century Mortgage Corporation controls
the other and they are not under common control.
The Registrant cannot obtain a compliant Attestation Report from New Century
through any other steps available to it without unreasonable effort or
expense. The Registrant is continuing to work with New Century and its senior
management to obtain the Attestation Report.
In addition, New Century has provided the following disclosure for inclusion
in this Form 10-K:
"New Century has informed the Registrant it engaged an accounting firm to
provide the Attestation Report. The accounting firm has informed New Century
that it is in the process of preparing the Attestation Report, but it has not
yet completed it. Moreover, the accounting firm has indicated that it does not
expect to be able to complete the scope of its work sufficient to enable it to
express an opinion on whether New Century is in compliance with the servicing
criteria as required by regulation AB. The audit committee of New Century's
parent corporation, New Century Financial Corporation, has initiated an
independent investigation into the issues giving rise to New Century Financial
Corporation's need to restate its 2006 interim financial statements, as well
as the issues pertaining to New Century Financial Corporation's valuation of
residual interests in securitizations in 2006 and prior periods. This
investigation has not yet been completed and, accordingly, the accounting firm
has indicated it was not able to perform procedures necessary to complete its
examination of New Century's compliance with the Regulation AB servicing
criteria. The accounting firm has also informed New Century that, to the
extent it completes an Attestation Report, such report will disclaim an
opinion as to New Century's compliance with the Regulation AB servicing
criteria.
New Century is contractually obligated to provide the Registrant with an
Attestation Report by one or more registered public accounting firms related
to its assessment of compliance. New Century is in breach of those
obligations. New Century has taken measures to receive such Attestation Report
from the accounting firm. Although the accounting firm has informed New
Century that it continues to finalize the Attestation Report with the noted
disclaimer, New Century does not expect to have such report prior to the 10-K
filing deadline."
The 1122 statements for Wells Fargo Bank, National Association (Corporate
Trust Services; the "Company") 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.
New Century (the "Servicer") has identified the following noncompliance
with servicing criteria 1122(d)(1)(ii), 1122(d)(1)(iv), 1122(d)(2)(vii)(B),
1122(d)(4)(vi) and 1122(d)(4)(vii) applicable to the Platform during the year
ended December 31, 2006 as follows:
Servicing criteria 1122(d)(1)(ii)
The Servicer did not have adequate policies and procedures in place to monitor
the material servicing activities outsourced to third parties.
Servicing criteria 1122(d)(1)(iv)
The Servicer did not maintain adequate fidelity bond coverage.
Servicing criteria 1122(d)(2)(vii)(B)
The Servicer did not complete bank account reconciliations within the time
required.
Servicing criteria 1122(d)(4)(vi)
The Servicer did not review and approve changes to the terms or status of an
obligor's pool asset as required by the respective transaction agreements and
related pool asset documents.
Servicing criteria 1122(d)(4)(vii)
The Servicer did not:
* Initiate, conduct and conclude loss mitigation or recovery actions
within time frames or other requirements of the respective transaction
agreements;
* Execute forbearance plans as required by the respective transaction
agreements;
* Execute pre-foreclosure sales or short payoffs resulting from the
acceptance of funds in an amount that is less than the total borrower
indebtedness as required by the respective transaction agreements; and
* Execute foreclosures as required by the respective transaction
agreements.
Item 1123 of Regulation AB, Servicer Compliance Statement.
New Century Mortgage Corporation, as Servicer, has been identified by the
registrant as the servicer with respect to the asset pool held by the Issuing
Entity. The above entity has completed a statement of compliance with
applicable servicing criteria (a "Compliance Statement") attached as an
exhibit to this Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Not applicable.
(b) Exhibits
The exhibits listed below are either included or incorporated by reference as
indicated:
(3.1) Certificate of Formation of the Registrant, dated as of January 26,
2005 (Incorporated by reference to Exhibit 3.1 of Registration
Statement No. 333-124562 filed on May 2, 2005)
(3.2) Limited Liability Company Agreement of the Registrant, dated as of
January 26, 2005 (Incorporated by reference to Exhibit 3.2 of
Registration Statement No. 333-124562 filed on May 2, 2005)
(4.1) Pooling and Servicing Agreement and the exhibits thereto, dated as
of December 1, 2006, among the Registrant, New Century Mortgage
Corporation, as Servicer, and Wells Fargo Bank, N.A., as
Trustee. <F3>
(10.1) Mortgage Loan Purchase Agreement, dated as of December 19, 2006,
among the Registrant, NC Capital Corporation and Carrington
Securities, LP. <F3>
(10.2) Confirmation to ISDA Master Agreement, dated December 19, 2006,
between Swiss Re Financial Products Corporation and Wells Fargo
Bank, N.A. <F3>
(10.3) Schedule to ISDA Master Agreement dated December 19, 2006, between
Swiss Re Financial Products Corporation and Wells Fargo
Bank, N.A. <F3>
(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) New Century Mortgage Corporation, as Servicer <F1>
b) Deutsche Bank National Trust Company, as Custodian <F1>
c) Wells Fargo Bank, N.A., as Trustee <F1>
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
<s> <c>
a) Deutsche Bank National Trust Company, as Custodian <F1>
b) Wells Fargo Bank, N.A., as Trustee <F1>
(35) Servicer compliance statement.
<s> <c>
a) New Century Mortgage Corporation, as Servicer <F1>
b) Deutsche Bank National Trust Company, as Custodian <F2>
c) Wells Fargo Bank, N.A., as Trustee <F2>
(c) Not applicable.
<F1> Filed herewith.
<F2> Pursuant to Instruction to Item 1123 of Regulation AB, this servicing
function participant is not required to provide the servicer compliance
statement.
<F3> Incorporated by reference to the Form 8-K of the Registrant and the
Issuing Entity filed on January 3, 2007.
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.
Stanwich Asset Acceptance Company, L.L.C.
(Depositor)
/s/ Bruce M. Rose
Bruce M. Rose, President
Date: March 27, 2007
Exhibit Index
Exhibit No.
The exhibits listed below are either included or incorporated by reference as
indicated:
(3.1) Certificate of Formation of the Registrant, dated as of January 26,
2005 (Incorporated by reference to Exhibit 3.1 of Registration
Statement No. 333-124562 filed on May 2, 2005)
(3.2) Limited Liability Company Agreement of the Registrant, dated as of
January 26, 2005 (Incorporated by reference to Exhibit 3.2 of
Registration Statement No. 333-124562 filed on May 2, 2005)
(4.1) Pooling and Servicing Agreement and the exhibits thereto, dated as
of December 1, 2006, among the Registrant, New Century Mortgage
Corporation, as Servicer, and Wells Fargo Bank, N.A., as
Trustee. <F3>
(10.1) Mortgage Loan Purchase Agreement, dated as of December 19, 2006,
among the Registrant, NC Capital Corporation and Carrington
Securities, LP. <F3>
(10.2) Confirmation to ISDA Master Agreement, dated December 19, 2006,
between Swiss Re Financial Products Corporation and Wells Fargo
Bank, N.A. <F3>
(10.3) Schedule to ISDA Master Agreement dated December 19, 2006, between
Swiss Re Financial Products Corporation and Wells Fargo
Bank, N.A. <F3>
(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) New Century Mortgage Corporation, as Servicer
b) Deutsche Bank National Trust Company, as Custodian
c) Wells Fargo Bank, N.A., as Trustee
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
<s> <c>
a) Deutsche Bank National Trust Company, as Custodian
b) Wells Fargo Bank, N.A., as Trustee
(35) Servicer compliance statement.
<s> <c>
a) New Century Mortgage Corporation, as Servicer
<F3> Incorporated by reference to the Form 8-K of the Registrant and the
Issuing Entity filed on January 3, 2007.
EX-31 Rule 13a-14(d)/15d-14(d) Certifications
I, Bruce M. Rose, 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 Carrington Mortgage Loan Trust, Series 2006-NC5 (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 servicing agreements in all material
respects; and
5. All of the reports on assessment of compliance with 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:
New Century Mortgage Corporation as Servicer, Wells Fargo
Bank, N.A., as Trustee, and Deutsche Bank National Trust
Company, as Custodian.
Dated: March 27, 2007
/s/ Bruce M. Rose
Signature
President
Title
EX-33 (a)
New Century Mortgage Corporation
Certification Regarding Compliance with Applicable Servicing Criteria
1. New Century Mortgage Corporation, (the "Servicer") is responsible for
assessing compliance with the servicing criteria applicable to it under
paragraph (d) of item 1122 of Regulation AB, as of and for the 12-month period
ending December 31, 2006 (the "Reporting Period"), as set forth in Appendix A
hereto. The transactions covered by this report include asset-backed securities
transactions for which the Servicer acted as servicer involving residential
mortgage loans as set forth in Appendix B (the "Platform");
2. Except as set forth in paragraph 3 below, the Servicer used the criteria set
forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance
with the applicable servicing criteria;
3. The criteria listed in the column titled "Inapplicable Servicing Criteria" on
Appendix A hereto are inapplicable to the Servicer based on the activities it
performs, directly or through its Vendors, with respect to the Platform;
4. Due to the instances of material noncompliance, as described on Appendix C
hereto, the Servicer did not comply with the servicing set forth in Item 1122(d)
of Regulation AB as of and for the 12-month period ending December 31, 2006, for
loans serviced by the Servicer that were included in publicly issued
mortgage-backed security transactions issued on or after January 1,2006.
5. KPMG, Servicer's independent registered public accounting firm, has been
engaged to issue an attestation report on the Servicer's assessment of
compliance with the applicable servicing criteria for the Reporting Period but,
as of the date hereof, it has not been received.
March 31, 2007
By: /s/ Kevin Cloyd
Name: Kevin Cloyd
Title: Executive Vice President
(page)
APPENDIX A
- ---------------------------------------------------------------- ----------------------------------- -------------------------------
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
- -------------------------------------------------------------------------------------------------- ---------------------------------
- -------------------------------------------------------------------------------- ---------------- ---------------- -----------------
<s> <c> <c> <c> <c> <c>
Reference Criteria Performed by Performed by NOT performed by
Performed Vendor(s) for Subservicer(s) or
Directly which New Vendor(s) for New Century or by
by Century is the which New Century subservicer(s) or
New Century Responsible is Not the vendor(s) retained
Party Responsible Party by New Century
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
General Servicing Considerations
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to X
monitor any performance or other triggers and
events of default in accordance with the
transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(1)(ii) If any material servicing activities are
outsourced to third parties, policies and X
procedures are instituted to monitor the third
party's performance and compliance with such
servicing activities.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(1)(iii)Any requirements in the transaction agreements X
to maintain a back-up servicer for the mortgage
loans are maintained.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy
is in effect on the party participating in the X
servicing function throughout the reporting
period in the amount of coverage required by and
otherwise in accordance with the terms of the
transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
Cash Collection and Administration
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into
the appropriate custodial bank accounts and X((1))
related bank clearing accounts no more than two
business days following receipt, or such other
number of days specified in the transaction
agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf X
of an obligor or to an investor are made only by
authorized personnel.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(2)(iii)Advances of funds or guarantees regarding
collections, cash flows or distributions, and X
any interest or other fees charged for such
advances, are made, reviewed and approved as
specified in the transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, such
as cash reserve accounts or accounts established X
as a form of overcollateralization, are
separately maintained (e.g., with respect to
commingling of cash) as set forth in the
transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a
federally insured depository institution as set
forth in the transaction agreements. For X
purposes of this criterion, "federally insured
depository institution" with respect to a
foreign financial institution means a foreign
financial institution that meets the
requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access. X
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(2)(vii)Reconciliations are prepared on a monthly basis
for all asset-backed securities related bank
accounts, including custodial accounts and
related bank clearing accounts. These
reconciliations are (A) mathematically accurate; X
(B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number
of days specified in the transaction agreements;
(C) reviewed and approved by someone other than
the person who prepared the reconciliation; and
(D) contain explanations for reconciling items.
These reconciling items are resolved within 90
calendar days of their original identification,
or such other number of days specified in the
transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
Investor Remittances and Reporting
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(3)(i) Reports to investors, including those to be
filed with the Commission, are maintained in
accordance with the transaction agreements and
applicable Commission requirements.
Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set X
forth in the transaction agreements; (B) provide
information calculated in accordance with the
terms specified in the transaction agreements;
(C) are filed with the Commission as required by
its rules and regulations; and (D) agree with
investors' or the trustee's records as to the X((2))
total unpaid principal balance and number of
mortgage loans serviced by the Servicer.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and X
remitted in accordance with timeframes,
distribution priority and other terms set forth
in the transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
Disbursements made to an investor are posted
within two business days to the Servicer's
investor records, or such other number of days X
1122(d)(3)(iii)specified in the transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
Amounts remitted to investors per the investor
reports agree with cancelled checks, or other X
1122(d)(3)(iv) form of payment, or custodial bank statements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
Pool Asset Administration
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is X
maintained as required by the transaction
agreements or related mortgage loan documents.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are X
safeguarded as required by the transaction
agreements
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(iii)Any additions, removals or substitutions to the
asset pool are made, reviewed and approved in X
accordance with any conditions or requirements
in the transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any
payoffs, made in accordance with the related
mortgage loan documents are posted to the
Servicer's obligor records maintained no more X((3))
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 mortgage
loan documents.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage
loans agree with the Servicer's records with X
respect to an obligor's unpaid principal balance
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of
an obligor's mortgage loans (e.g., loan
modifications or re-agings) are made, reviewed X
and approved by authorized personnel in
accordance with the transaction agreements and
related pool asset documents.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(vii)Loss mitigation or recovery actions (e.g.,
forbearance plans, modifications and deeds in
lieu of foreclosure, foreclosures and X
repossessions, as applicable) are initiated,
conducted and concluded in accordance with the
timeframes or other requirements established by
the transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(viiiRecords documenting collection efforts are
maintained during the period a mortgage loan is
delinquent in accordance with the transaction
agreements. Such records are maintained on at
least a monthly basis, or such other period X
specified in the transaction agreements, and
describe the entity's activities in monitoring
delinquent mortgage loans including, for
example, phone calls, letters and payment
rescheduling plans in cases where delinquency is
deemed temporary (e.g., illness or unemployment)
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return
for mortgage loans with variable rates are X
computed based on the related mortgage loan
documents.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor
(such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligor's
mortgage loan documents, on at least an annual
basis, or such other period specified in the X
transaction agreements; (B) interest on such
funds is paid, or credited, to obligors in
accordance with applicable mortgage loan
documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days
of full repayment of the related mortgage loans,
or such other number of days specified in the
transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as X((4))
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.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(xii)Any late payment penalties in connection with X((5))
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.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
Disbursements made on behalf of an obligor are
posted within two business days to the obligor's X
records maintained by the Servicer, or such X((6))
other number of days specified in the
1122(d)(4)(xiiitransaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
1122(d)(4)(xiv)Delinquencies, charge-offs and uncollectible X
accounts are recognized and recorded in
accordance with the transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
- ----------------------------------------------------------------------------------------------- ------------------------------------
Any external enhancement or other support,
identified in Item 1114(a)(1) through (3) or
Item 1115 of Regulation AB, is maintained as set X
1122(d)(4)(xv) forth in the transaction agreements.
- ----------------------------------------------------------------------------------------------- ------------------------------------
(1) 1122(d)(2)(i) is performed directly by New Century only as it relates to the recording and application of borrowers payments.
(2) 1122(d)(3)(1)(c) is not performed directly by New Century and servicer will obtain an assertion of management and an
accompanying Item 1122 attestation report from the vendor performing such activities.
(3) 1122(d)(4)(iv) is performed directly by New Century only as it relates to the recording and application of borrower payments.
The initial processing of cash receipts at the lockbox was performed by a vendor that elected not to provide an Item 1122
attestation report.
(4) 1122(d)(4)(xi) is not performed directly by the Servicer, and the Servicer will obtain an assertion of management and an
accompanying Item 1122 attestation report from the vendor performing such activities.
(5) 1122(d)(4)(xii) is not performed directly by the Servicer, and the Servicer will obtain an assertion of management and
an accompanying Item 1122 attestation report from the vendor performing such activities.
(6) 1122(d)(4)(xiii) is not performed directly by the Servicer, and the Servicer will obtain an assertion of management and an
accompanying Item 1122 attestation report from the vendor performing such activities.
(page)
APPENDIX B
TRANSACTIONS IDENTIFIED ON PLATFORM
Transaction Name Closing Date
CMLT 2006-NC 1 February 18, 2006
NCHET 2006-S1 February 27, 2006
NCHET 2006-1 March 30, 2006
CMLT 2006-NC2 June 21, 2006
NCHET 2006-Alt1 June 22, 2006
NCHET 2006-2 June 29, 2006
CMLT 2006-NC3 August 10, 2006
CMLT 2006-NC4 September 28, 2006
CMLT 2006-NC5 December 19, 2006
(page)
APPENDIX C
1. New Century (the "Servicer") has identified the following noncompliance
with servicing criteria 1122(d)(1)(ii), 1122(d)(1)(iv), 1122(d)(2)(vii)(B),
1122(d)(4)(vi) and 1122(d)(4)(vii) applicable to the Platform during the year
ended December 31, 2006 as follows:
Servicing criteria 1122(d)(1)(ii)
The Servicer did not have adequate policies and procedures in place to monitor
the material servicing activities outsourced to third parties.
Servicing criteria 1122(d)(1)(iv)
The Servicer did not maintain adequate fidelity bond coverage.
Servicing criteria 1122(d)(2)(vii)(B)
The Servicer did not complete bank account reconciliations within the time
required.
Servicing criteria 1122(d)(4)(vi)
The Servicer did not review and approve changes to the terms or status of an
obligor's pool asset as required by the respective transaction agreements and
related pool asset documents.
Servicing criteria 1122(d)(4)(vii)
The Servicer did not:
* Initiate, conduct and conclude loss mitigation or recovery actions
within time frames or other requirements of the respective transaction
agreements;
* Execute forbearance plans as required by the respective transaction
agreements;
* Execute pre-foreclosure sales or short payoffs resulting from the
acceptance of funds in an amount that is less than the total borrower
indebtedness as required by the respective transaction agreements; and
* Execute foreclosures as required by the respective transaction
agreements.
EX-33 (b)
Appendix I
MANAGEMENT'S ASSERTION OF COMPLIANCE
Management of the Trust & Securities Services department of Deutsche Bank
National Trust Company and Deutsche Bank Trust Company Americas (collectively
the "Company") is responsible for assessing compliance with the servicing
criteria set forth in Item 1122(d) of Regulation AB promulgated by the
Securities and Exchange Commission. Management has determined that the servicing
criteria are applicable in regard to the servicing platform for the period as
follows:
Platform: Publicly-issued (i.e., transaction-level reporting required
under the Securities Exchange Act of 1934, as amended) residential mortgage
- -backed securities and other asset-backed securities issued on or after
January 1, 2006 for which the Company provides trustee, securities
administration or paying agent services, excluding any publicly issued
transactions sponsored or issued by any government sponsored entity (the
"Platform").
Applicable Servicing Criteria: All servicing criteria set forth in
Item 1122(d), except for the following criteria: 1122(d)(2)(iii),1122(d)(4)(iv),
1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)
(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122
(d)(4)(xiv), which management has determined are not applicable to the
activities the Company performs with respect to the Platform (the "Applicable
Servicing Criteria").
Period: Twelve months ended December 31, 2006 (the "Period").
Management's interpretation of Applicable Servicing Criteria: The Company's
management has determined that servicing criteria 1122(d)(1)(iii) is applicable
only with respect to its continuing obligation to act as, or locate a,
successor servicer under the circumstances referred to in certain governing
documents. It is management's interpretation that Deutsche Bank Trust Company
America has no other active back-up servicing responsibilities in regards to
1122(d)(1)(iii) as of and for the Period.
Third parties classified as vendors: With respect to servicing criteria 1122(d)
(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii), management has engaged various
vendors to perform the activities required by these servicing criteria. The
Company's management has determined that these vendors are not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Company's
management has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"). As permitted by
Interpretation 17.06, management has asserted that it has policies and
procedures in place to provide reasonable assurance that the vendor's
activities comply in all material respects with the servicing criteria
applicable to each vendor. The Company's management is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendors and related criteria.
With respect to the Platform, the Company's management provides the following
assertion of compliance with respect to the Applicable Servicing Criteria:
1. The Company's management is responsible for assessing the Company's
compliance with the Applicable Servicing Criteria as of and for the Period.
2.The Company's management has assessed compliance with the Applicable
Servicing Criteria, including servicing criteria for which compliance is
determined based on Interpretation 17.06 as described above, as of and for the
Period. In performing this assessment, management used the criteria set forth
by the Securities and Exchange Commission in paragraph (d) of Item 1122 of
Regulation AB.
3. Based on such assessment, as of and for the Period, the Company has
complied, in all material respects, with the Applicable Servicing Criteria.
KPMG LLP, a registered public accounting firm, has issued an attestation report
with respect to the management's assertion of compliance with the Applicable
Servicing Criteria as of and for the Period.
(page)
Appendix I
DEUTSCHE BANK NATIONAL TRUST COMPANY
By: /s/ Gary R. Vaughan
Name: Gary R. Vaughan
Its: Managing Director
By: /s/ David Co
Name: David Co
Its: Director
By: /s/ Jose Sicilia
Name: Jose Sicilia
Its: Managing Director
By: /s/ Kevin Fischer
Name: Kevin Fischer
Its: Vice President
By: /s/ Robert Frier
Name: Robert Frier
Its: Director
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ Kevin C. Weeks
Name: Kevin C. Weeks
Its: Managing Director
By: /s/ Jenna Kaufman
Name: Jenna Kaufman
Its: Director
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-34 (a)
(logo) KPMG
KPMG LLP
303 East Wacker Drive
Chicago, IL 60601-5212
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Trust & Securities Services department of Deutsche Bank National Trust
Company and Deutsche Bank Trust Company Americas:
We have examined management's assertion, included in the accompanying Appendix
I, that the Trust & Securities Services department of Deutsche Bank National
Trust Company and Deutsche Bank Trust Company Americas (collectively the
"Company") complied with the servicing criteria set forth in Item 1122(d) of the
Securities and Exchange Commission's Regulation AB for publicly-issued (i.e.,
transaction-level reporting required under the Securities Exchange Act of 1934,
as amended) residential mortgage-backed securities and other asset-backed
securities issued on or after January 1, 2006, for which the Company provides
trustee, securities administration or paying agent services, excluding any
publicly issued transactions, sponsored or issued by any government sponsored
entity (the Platform), except for servicing criteria 1122(d)(2)(iii),
1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)
(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)
(4)(xiii) and 1122(d)(4)(xiv ), which the Company has determined are not
applicable to the activities it performs with respect to the Platform, as of
and for the twelve months ended December 31, 2006. Management is responsible
for the Company's compliance with those servicing criteria. Our responsibility
is to express an opinion on management's assertion about the Company's
compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly,included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance
with the servicing criteria. Furthermore, our procedures were limited to the
selected transactions and servicing activities performed by the Company during
the period covered by this report. Our procedures were not designed to
determine whether errors may have occurred either prior to or subsequent to our
tests that may have affected the balances or amounts calculated or reported by
the Company during the period covered by this report for the selected
transactions or any other transactions. We believe that our examination provides
a reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the servicing criteria.
As described in management's assertion included in the accompanying Appendix I,
for servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122(d)(4)(ii), the
Company has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC
(page)
(logo) KPMG
Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06,
the Company has asserted that it has policies and procedures in place designed
to provide reasonable assurance that the vendors' activities comply in all
material respects with the servicing criteria applicable to each vendor. The
Company is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related criteria
as described in its assertion, and we performed no procedures with respect to
the Company's eligibility to apply Interpretation 17.06.
In our opinion, management's assertion that the Company complied with the
aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(i),
1122 (d)(4)(i) and 1122(d)(4)(ii) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the twelve months ended
December 31, 2006 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2007
KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.
EX-34 (b)
(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-35 (a)
ANNUAL STATEMENT AS TO COMPLIANCE
Carrington Mortgage Loan Trust, Series 2006-NC5
Asset-Backed Pass-Through Certificates
I, Kevin Cloyd, hereby certify that I am a duly appointed Executive Vice
President of New Century Mortgage Corporation (the "Servicer"), and further
certify as follows:
1. This certification is being made pursuant to the terms of the Pooling
and Servicing Agreement, dated as of December 1, 2006 (the "Agreement"), among
Stanwich Asset Acceptance Company, L.L.C. as depositor (the "Depositor"), New
Century Mortgage Corporation as servicer (the "Servicer") and Wells Fargo Bank
N.A. as trustee (the "Trustee").
2. I have reviewed the activities of the Servicer during the preceding year
and the Servicer's performance under the Agreement and to the best of my
knowledge, based on such review, the Servicer has fulfilled all of its
obligations under the Agreement throughout the year.
Capitalized terms not otherwise defined herein have the meanings set forth in
the Agreement.
Dated: March 1, 2007
(page)
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 1,
2007.
By: /s/ Kevin Cloyd
Name: Kevin Cloyd
Title: EVP
I, Joseph Tortorelli, an Assistant Secretary of the Servicer, hereby certify
that Kevin Cloyd is a duly elected, qualified, and acting Executive Vice
President of the Servicer and that the signature appearing above is his genuine
signature.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 1,
2007.
By: /s/ Joseph Tortorelli
Name. Joseph Tortorelli
Title: Assistant Secretary