UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
The Issuing Entity is filing this Form 10-K/A to replace Exhibits 31, 33(a)
and 34(a) to the original Form 10-K filed on March 30, 2007. American Security
Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance
Agency, Inc. (formerly, "Safeco Financial Institution Solutions, Inc.")
("Assurant Inc.") recently provided the Issuing Entity with a revised report on
assessment of compliance with servicing criteria for asset-backed securities
and a related attestation. In the original assessment previously provided to
the Issuing Entity, Assurant Inc. excluded Item 1122(d)(4)(xii) from the scope
of its assessment. Assurant Inc. recently provided the Issuing Entity with a
revised assessment of compliance that assesses Assurant Inc.'s compliance with
Item 1122(d)(4)(xii) and identifies material instance of non compliance with
this criterion. This material instance of non compliance is noted in this Form
10-K/A under "Additional Disclosure Items Pursuant to General Instruction J."
The Issuing Entity has included this revised assessment of compliance under
Exhibit 33(a), the related attestation under Exhibit 34(a) and a revised Rule
13a-14(d)/15d-14(d) Certification under Exhibit 31. This Form 10-K/A does not
otherwise amend the original Form 10-K filed with the Commission on
March 30, 2007.
(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: 333-131727-15
ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP5
(exact name of issuing entity as specified in its charter)
ACE Securities Corp.
(exact name of the depositor (as registrant on behalf of the issuing
entity) as specified in its charter)
DB Structured Products, Inc.
(exact name of the sponsor as specified in its charter)
Delaware 06-1442101
(State or other jurisdiction of Depositor
incorporation or organization) (I.R.S. Employer
Identification No.)
ACE Securities Corp.
6525 Morrison Boulevard Suite 318
Charlotte, NC 28211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 365-0569
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 Registrant's 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 PURSUANT TO GENERAL INSTRUCTION J
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
None.
Item 1114(b)(2) of Regulation AB, Credit Enhancement and Other Support,
except for certain Derivative Instruments (Information regarding
Significant Enhancement Providers 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 as described under
Item 1114(a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivative Instruments.
The significance percentage related to each entity or group of
affiliated entities providing derivative instruments described in
Item 1115 of Regulation AB is less than 10%.
Item 1117 of Regulation AB, Legal Proceedings.
No applicable updates.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
No applicable updates.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
See Item 15.
Assurant, Inc. previously excluded the applicable servicing
criteria set forth in Item 1122 (d)(4)(xii) from the scope of its
assessment of compliance. Assurant, Inc. has now assessed its
compliance with the Applicable Servicing Criteria for the Reporting
Period of January 1, 2006 through December 31, 2006 and has
identified a material instance of noncompliance with that servicing
criterion. Specifically, Assurant, Inc. did not have, during the
Reporting Period, sufficient policies and procedures to capture the
information with respect to the Platform Transactions necessary to
determine compliance with Item 1122(d)(4)(xii). Accordingly,
Assurant, Inc. has restated its previous assessment for the
Reporting Period, which excluded evaluation of the criterion,
to include the criterion and reflect the material noncompliance as
a result of its assessment.
The 1122 statements for First American Real Estate Solutions of
Texas, L.P. (as Sub-Contractor for Ocwen Loan Servicing, LLC) has
disclosed the following material instance of noncompliance with
the servicing criteria set forth in Item 1122(d)(2)(vii)(B) of
Regulation AB applicable to the Company during year ended
December 31, 2006. Account reconciliations for all asset-backed
securities related bank accounts were not prepared within 30
calendar days after the bank statement cutoff date, or such other
number of days specified in the transaction agreements as required
by Item 1122(d)(2)(vii)(B) of Regulation AB
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.
Item 1123 of Regulation AB, Servicer Compliance Statement.
See Item 15.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
(4) Pooling and Servicing Agreement, dated as of September 1, 2006, among
ACE Securities Corp., as Depositor, Ocwen Loan Servicing, LLC, as
Servicer, Wells Fargo Bank, National Association, as Master Servicer
and Securities Administrator and HSBC Bank USA, National Association,
as Trustee (incorporated herein by reference from Exhibit 4.1 of the
Current Report on Form 8-K of the registrant, as filed with the
Commission).
(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) Assurant Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC <F1>
b) Deutsche Bank National Trust Company, as Custodian <F1>
c) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC <F1>
d) Ocwen Loan Servicing, LLC, as Servicer <F1>
e) Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC <F1>
f) Wells Fargo Bank, N.A., as Master Servicer <F1>
g) Wells Fargo Bank, N.A., as Securities Administrator <F1>
h) Wells Fargo Bank, N.A., as Paying Agent <F1>
i) 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) Assurant Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC <F1>
b) Deutsche Bank National Trust Company, as Custodian <F1>
c) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC <F1>
d) Ocwen Loan Servicing, LLC, as Servicer <F1>
e) Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC <F1>
f) Wells Fargo Bank, N.A., as Master Servicer <F1>
g) Wells Fargo Bank, N.A., as Securities Administrator <F1>
h) Wells Fargo Bank, N.A., as Paying Agent <F1>
i) Wells Fargo Bank, N.A., as Custodian <F1>
(35) Servicer compliance statement.
<s> <c>
a) Ocwen Loan Servicing, LLC, as Servicer <F1>
b) Wells Fargo Bank, N.A., as Master Servicer <F1>
c) Wells Fargo Bank, N.A., as Securities Administrator <F1>
(b) See Exhibits identified in paragraph (a) above.
(c) Not applicable.
<F1> Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP5
(Issuing Entity)
Wells Fargo Bank, N.A.
(Master Servicer)
/s/ Kristen Ann Cronin
Kristen Ann Cronin, Vice President
(senior officer in charge of the servicing function of the master servicer)
Date: May 27, 2008
Exhibit Index
Exhibit No.
(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) Assurant Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC
b) Deutsche Bank National Trust Company, as Custodian
c) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC
d) Ocwen Loan Servicing, LLC, as Servicer
e) Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC
f) Wells Fargo Bank, N.A., as Master Servicer
g) Wells Fargo Bank, N.A., as Securities Administrator
h) Wells Fargo Bank, N.A., as Paying Agent
i) Wells Fargo Bank, N.A., as Custodian
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
<s> <c>
a) Assurant Inc. as Sub-Contractor for Ocwen Loan Servicing, LLC
b) Deutsche Bank National Trust Company, as Custodian
c) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Ocwen Loan Servicing, LLC
d) Ocwen Loan Servicing, LLC, as Servicer
e) Regulus Group LLC as Sub-Contractor for Ocwen Loan Servicing, LLC
f) Wells Fargo Bank, N.A., as Master Servicer
g) Wells Fargo Bank, N.A., as Securities Administrator
h) Wells Fargo Bank, N.A., as Paying Agent
i) Wells Fargo Bank, N.A., as Custodian
(35) Servicer compliance statement.
<s> <c>
a) Ocwen Loan Servicing, LLC, as Servicer
b) Wells Fargo Bank, N.A., as Master Servicer
c) Wells Fargo Bank, N.A., as Securities Administrator