GSR Mortgage Loan Trust 2006-OA1 (Form: 10-K/A, Filing ...pdf.secdatabase.com/2412/0001056404-08-001342.pdf · Business Address 85 BROAD STREET NEW YORK NY 10004 Mailing Address 85

Business Address85 BROAD STREETNEW YORK NY 10004

Mailing Address85 BROAD STREETNEW YORK NY 10004

SECURITIES AND EXCHANGE COMMISSION

FORM 10-K/AAnnual report pursuant to section 13 and 15(d) [amend]

Filing Date: 2008-07-01 | Period of Report: 2006-12-31SEC Accession No. 0001056404-08-001342

(HTML Version on secdatabase.com)

FILERGSR Mortgage Loan Trust 2006-OA1CIK:1371773| State of Incorp.:DE | Fiscal Year End: 1231Type: 10-K/A | Act: 34 | File No.: 333-132809-24 | Film No.: 08927728SIC: 6189 Asset-backed securities

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Mark one)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended December 31, 2006

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

Commission file number: 333-132809-24

GSR Mortgage Loan Trust 2006-OA1(exact name of issuing entity as specified in its charter)

GS Mortgage Securities Corp.(exact name of the depositor as specified in its charter)

Goldman Sachs Mortgage Company(exact name of the sponsor as specified in its charter)

New York 54-2197685(State or other jurisdiction of 54-2197686incorporation or organization 54-2197687of issuing entity) 54-2198582

54-6717294(I.R.S. EmployerIdentification No.of issuing entity)

c/o Wells Fargo Bank, N.A.9062 Old Annapolis RoadColumbia, MD 21045

(Address of principal executive offices (Zip Code of issuing entity)of issuing entity)

Telephone number, including area code of issuing entity: (410) 884-2000


http://www.secdatabase.com

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 reportspursuant to Section 13 or Section 15(d) of the Act.

Yes ___ No X

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K ( 229.405 of this chapter) is not containedherein, and will not be contained, to the best of registrant's knowledge,in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K/A or any amendment to this Form 10-K/A.

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 theExchange Act. (Check one):

Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Act).

Yes ___ No X



State the aggregate market value of the voting and non-voting commonequity held by non-affiliates computed by reference to the price at whichthe common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant's mostrecently completed second fiscal quarter.

Not applicable.

Documents Incorporated by Reference.

List hereunder the following documents if incorporated by reference andthe Part of the Form 10-K/A (e.g., Part I, Part II, etc.) into which thedocument is incorporated: (1) Any annual report to security holders; (2)Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b); or (c) under the Securities Act of 1933. The listeddocuments should be clearly described for identification purposes (e.g., theannual report to security holders for fiscal year ended December 24, 1980).

Not applicable.

PART IItem 1. Business.

Not applicable.

Item 1A. Risk Factors.

Not applicable.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Not applicable.

Item 3. Legal Proceedings.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

PART II



Item 5. Market for Registrant's Common Equity, Related StockholderMatters and Issuer Purchases of Equity.

Not applicable.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition andResults of Operation.

Not applicable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

Not applicable.

Item 9. Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.

Not applicable.

Item 9A(T). Controls and Procedures.

Not applicable.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Not applicable.

Item 11. Executive Compensation.



Not applicable.

Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters.

Not applicable.

Item 13. Certain Relationships and Related Transactions, and DirectorIndependence.

Not applicable.

Item 14. Principal Accounting Fees and Services.

Not applicable.

ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

No single obligor represents more than 10% of the pool assets heldby this transaction.

Item 1114(b)(2) and 1115(b) of Regulation AB, Significant EnhancementProvider Financial Information.

No entity or group of affiliated entities provides any externalcredit enhancement, uses any derivative instruments or other supportfor the certificates within this transaction.

Item 1117 of Regulation AB, Legal Proceedings.

None.

Item 1119 of Regulation AB, Affiliations and Certain Relationships andRelated Transactions.

Provided previously in the prospectus supplement of theRegistrant relating to the issuing entity and filed pursuantto Rule 424 of the Securities Act of 1933, as amended.

Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

(a) See Exhibit 33 and Exhibit 34.

(b) Material instances of noncompliance:



On or about March 11, 2008, Assurant, Inc. provided theRegistrant with a management's assessment of compliance withservicing criteria set forth in Item 1122(d) of Regulation AB and aregistered public accounting firm assessment as set forth inItem 1122(b) of Regulation AB (the "Assurant Reports"). The AssurantReports are attached as Exhibit 33(b) and Exhibit 34(b),respectively, to this report.

Assurant, Inc. previously excluded the applicable servicingcriteria set forth in Item 1122 (d)(4)(xii) from the scope ofits assessment of compliance. Assurant, Inc. has now assessedits compliance with the Applicable Servicing Criteria for theReporting Period and has identified a material instance ofnoncompliance with that servicing criterion. Specifically, Assurant,Inc. did not have, during the Reporting Period, sufficient policiesand procedures to capture the information with respect to thePlatform Transactions necessary to determine compliance withItem 1122(d)(4)(xii). Accordingly, Assurant, Inc. has restated itsprevious assessment for the Reporting Period, which excludedevaluation of the criterion, to include the criterion and reflectthe material noncompliance as a result of its assessment.

On or about March 11, 2008, Avelo provided the Registrant with arevised management's assessment of compliance with servicingcriteria set forth in Item 1122(d) of Regulation AB and aregistered public accounting firm assessment as set forth in Item1122(b) of Regulation AB (the "Avelo Reports"). The AveloReports are attached as Exhibit 33(c) and Exhibit 34(c)respectively, to this report.

Avelo Mortgage, L.L.C. has complied, in all materialrespects, with the applicable servicing criteria as of andfor the Reporting Period except as follows:

Avelo Mortgage, L.L.C. assessed its compliance with theApplicable Servicing Criteria for the Reporting Period and hasidentified a material instance of non-compliance with servicingcriterion set forth in Item 1122(d)(2)(vii) of Regulation ABwith respect to the Platform. Specifically, Avelo Mortgage,L.L.C. did not prepare reconciliations for all asset-backedsecurities related bank accounts within 30 calendar days afterthe bank statement cut-off date, or as such other number of daysas specified in the transaction agreements and reconciling itemswere not resolved within 90 days of their originalidentification or such other number of days as specified in thetransaction agreements.

Material instances of noncompliance by Wells Fargo Bank,National Association:

1122(d)(3)(i) Delinquency Reporting: During the reportingperiod, certain monthly investor or remittance reports includederrors in the calculation and/or the reporting of delinquencies



for the pool assets, which errors may or may not have beenmaterial. All such errors were the result of data processingerrors and/or the mistaken interpretation of data provided byother parties participating in the servicing function. Allnecessary adjustments to data processing systems and/orinterpretive clarifications have been made to correctthose errors and to remedy related procedures.

Item 1123 of Regulation AB, Servicer Compliance Statement.

See Exhibit 35.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Exhibits

(4 and 10) Master Servicing and Trust Agreement dated as of August 1,2006, among GS Mortgage Securities Corp., as Depositor,Deutsche Bank National Trust Company, as Trustee and Custodianand Wells Fargo Bank, N.A., as Securities Administrator andMaster Servicer (filed as Exhibit 4.5.1 to Form 8-K onSeptember 11, 2006 and incorporated by reference herein)

Standard Terms to Master Servicing and Trust Agreement(August 2006 Edition) (filed as Exhibit 4.5.2 to Form 8-K onSeptember 11, 2006 and incorporated by reference herein)

Second Amended and Restated Mortgage Loan Sale and ServicingAgreement dated as of May 1, 2006 between American HomeMortgage Corp., American Home Mortgage Servicing, Inc. andGoldman Sachs Mortgage Company (filed as Exhibit 99.1 to Form8-K on September 11, 2006 and incorporated by referenceherein)

Flow Servicing Agreement dated as of January 1, 2006 by andbetween Goldman Sachs Mortgage Company and Avelo Mortgage,L.L.C. (filed as Exhibit 99.2 to Form 8-K on September 11,2006 and incorporated by reference herein)

Servicing Agreement dated as of July 1, 2004, between GoldmanSachs Mortgage Company and Countrywide Home Loans ServicingLP (filed as Exhibit 99.3 to Form 8-K on September 11, 2006and incorporated by reference herein)

Amendment Reg AB, dated as of January 1, 2006, between GSMortgage Corp. and Countrywide Home Loans, Inc. (filed as



Exhibit 99.4 to Form 8-K on September 11, 2006 andincorporated by reference herein)

Amended and Restated Servicing Agreement, dated as ofNovember 1, 2005, between Goldman Sachs Mortgage Company andIndyMac Bank, F.S.B. (filed as Exhibit 99.5 to Form 8-K onSeptember 11, 2006 and incorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, AmericanHome Mortgage Servicing, Inc., as servicer, and American HomeMortgage Corp., as seller (filed as Exhibit 99.6 to Form 8-Kon September 11, 2006 and incorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among GS Mortgage Securities Corp., asassignor, Deutsche Bank National Trust Company, as assignee,American Home Mortgage Servicing, Inc., as servicer, andAmerican Home Mortgage Corp., as seller (filed as Exhibit99.7 to Form 8-K on September 11, 2006 and incorporated byreference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, andAvelo Mortgage, L.L.C., as servicer (filed as Exhibit 99.8 toForm 8-K on September 11, 2006 and incorporated by referenceherein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among GS Mortgage Securities Corp., asassignor and Deutsche Bank National Trust Company, asassignee (filed as Exhibit 99.9 to Form 8-K on September 11,2006 and incorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, andCountrywide Home Loans Servicing LP, as servicer (filed asExhibit 99.10 to Form 8-K on September 11, 2006 andincorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, andCountrywide Home Loans, Inc., as seller (filed as Exhibit99.11 to Form 8-K on September 11, 2006 and incorporated byreference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among GS Mortgage Securities Corp., asassignor, Deutsche Bank National Trust Company, as assignee,Countrywide Home Loans Servicing LP, as servicer, andCountrywide Home Loans, Inc., as seller (filed as Exhibit99.12 to Form 8-K on September 11, 2006 and incorporated by



reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, andIndyMac Bank, F.S.B., as seller and servicer (filed asExhibit 99.13 to Form 8-K on September 11, 2006 andincorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among GS Mortgage Securities Corp., asassignor, Deutsche Bank National Trust Company, as assignee,and IndyMac Bank, F.S.B., as seller and servicer (filed asExhibit 99.14 to Form 8-K on September 11, 2006 andincorporated by reference herein)

(31) Rule 13a-14(d)/15d-14(d) Certifications.

(33) Reports on assessment of compliance with servicing criteria forasset-backed securities.

a) American Home Mortgage Servicing, Inc., as Servicer b) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. c) Avelo Mortgage, L.L.C., as Servicer d) Countrywide Home Loans Servicing LP, as Servicer e) Deutsche Bank National Trust Company, as Custodian f) IndyMac Bank, F.S.B., as Servicer g) Newport Management Corporation as Sub-Contractor for IndyMac Bank, F.S.B. h) Wells Fargo Bank, N.A., as Master Servicer i) Wells Fargo Bank, N.A., as Securities Administrator

(34) Attestation reports on assessment of compliance with servicingcriteria for asset-backed securities.




(35) Servicer compliance statement.

a) American Home Mortgage Servicing, Inc., as Servicer c) Avelo Mortgage, L.L.C., as Servicer d) Countrywide Home Loans Servicing LP, as Servicer f) IndyMac Bank, F.S.B., as Servicer h) Wells Fargo Bank, N.A., as Master Servicer

(b) See (a) above.

(c) Not applicable.

Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

GS Mortgage Securities Corp.(Depositor)

/s/ Michelle GillMichelle Gill, Vice President(senior officer in charge of securitization of the depositor)

Date: June 30, 2008

Exhibit Index

Exhibit No.

(4 and 10) Master Servicing and Trust Agreement dated as of August 1,2006, among GS Mortgage Securities Corp., as Depositor,Deutsche Bank National Trust Company, as Trustee and Custodianand Wells Fargo Bank, N.A., as Securities Administrator andMaster Servicer (filed as Exhibit 4.5.1 to Form 8-K onSeptember 11, 2006 and incorporated by reference herein)

Standard Terms to Master Servicing and Trust Agreement(August 2006 Edition) (filed as Exhibit 4.5.2 to Form 8-K onSeptember 11, 2006 and incorporated by reference herein)

Second Amended and Restated Mortgage Loan Sale and ServicingAgreement dated as of May 1, 2006 between American Home



Mortgage Corp., American Home Mortgage Servicing, Inc. andGoldman Sachs Mortgage Company (filed as Exhibit 99.1 to Form8-K on September 11, 2006 and incorporated by referenceherein)

Flow Servicing Agreement dated as of January 1, 2006 by andbetween Goldman Sachs Mortgage Company and Avelo Mortgage,L.L.C. (filed as Exhibit 99.2 to Form 8-K on September 11,2006 and incorporated by reference herein)

Servicing Agreement dated as of July 1, 2004, between GoldmanSachs Mortgage Company and Countrywide Home Loans ServicingLP (filed as Exhibit 99.3 to Form 8-K on September 11, 2006and incorporated by reference herein)

Amendment Reg AB, dated as of January 1, 2006, between GSMortgage Corp. and Countrywide Home Loans, Inc. (filed asExhibit 99.4 to Form 8-K on September 11, 2006 andincorporated by reference herein)

Amended and Restated Servicing Agreement, dated as ofNovember 1, 2005, between Goldman Sachs Mortgage Company andIndyMac Bank, F.S.B. (filed as Exhibit 99.5 to Form 8-K onSeptember 11, 2006 and incorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, AmericanHome Mortgage Servicing, Inc., as servicer, and American HomeMortgage Corp., as seller (filed as Exhibit 99.6 to Form 8-Kon September 11, 2006 and incorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among GS Mortgage Securities Corp., asassignor, Deutsche Bank National Trust Company, as assignee,American Home Mortgage Servicing, Inc., as servicer, andAmerican Home Mortgage Corp., as seller (filed as Exhibit99.7 to Form 8-K on September 11, 2006 and incorporated byreference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, andAvelo Mortgage, L.L.C., as servicer (filed as Exhibit 99.8 toForm 8-K on September 11, 2006 and incorporated by referenceherein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among GS Mortgage Securities Corp., asassignor and Deutsche Bank National Trust Company, asassignee (filed as Exhibit 99.9 to Form 8-K on September 11,2006 and incorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, and



Countrywide Home Loans Servicing LP, as servicer (filed asExhibit 99.10 to Form 8-K on September 11, 2006 andincorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, andCountrywide Home Loans, Inc., as seller (filed as Exhibit99.11 to Form 8-K on September 11, 2006 and incorporated byreference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among GS Mortgage Securities Corp., asassignor, Deutsche Bank National Trust Company, as assignee,Countrywide Home Loans Servicing LP, as servicer, andCountrywide Home Loans, Inc., as seller (filed as Exhibit99.12 to Form 8-K on September 11, 2006 and incorporated byreference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among Goldman Sachs Mortgage Company, asassignor, GS Mortgage Securities Corp., as assignee, andIndyMac Bank, F.S.B., as seller and servicer (filed asExhibit 99.13 to Form 8-K on September 11, 2006 andincorporated by reference herein)

Assignment, Assumption and Recognition Agreement dated as ofAugust 1, 2006, among GS Mortgage Securities Corp., asassignor, Deutsche Bank National Trust Company, as assignee,and IndyMac Bank, F.S.B., as seller and servicer (filed asExhibit 99.14 to Form 8-K on September 11, 2006 andincorporated by reference herein)

(31) Rule 13a-14(d)/15d-14(d) Certifications.

(33) Reports on assessment of compliance with servicing criteria forasset-backed securities.


(34) Attestation reports on assessment of compliance with servicing



criteria for asset-backed securities.


(35) Servicer compliance statement.

a) American Home Mortgage Servicing, Inc., as Servicerc) Avelo Mortgage, L.L.C., as Servicerd) Countrywide Home Loans Servicing LP, as Servicerf) IndyMac Bank, F.S.B., as Servicerh) Wells Fargo Bank, N.A., as Master Servicer



EX-31 Rule 13a-14(d)/15d-14(d) Certifications

I, Michelle Gill, certify that:

1. I have reviewed this report on Form 10-K/A and all reports on Form 10-Drequired to be filed in respect of the period covered by this reporton Form 10-K/A of GSR Mortgage Loan Trust 2006-OA1(the "Exchange Act periodic reports");

2. Based on my knowledge, the Exchange Act periodic reports, taken as awhole, do not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing and otherinformation required to be provided under Form 10-D for the periodcovered by this report is included in the Exchange Act periodicreports;

4. Based on my knowledge and the servicer compliance statements requiredin this report under Item 1123 of Regulation AB, and except asdisclosed in the Exchange Act periodic reports, the servicers havefulfilled their obligations under the servicing agreements in allmaterial respects; and

5. All of the reports on assessment of compliance with servicingcriteria for asset-backed securities and their related attestationreports on assessment of compliance with servicing criteria forasset-backed securities required to be included in this report inaccordance with Item 1122 of Regulation AB and Exchange Act Rules13a-18 and 15d-18 have been included as an exhibit to this report,except as otherwise disclosed in this report. Any material instancesof noncompliance described in such reports have been disclosed inthis report on Form 10-K/A.

In giving the certifications above, I have reasonably relied oninformation provided to me by the following unaffiliated parties:American Home Mortgage Servicing, Inc. as Servicer, Countrywide HomeLoans Servicing LP as Servicer, IndyMac Bank, F.S.B. as Servicer,LaSalle Bank National Association as Trustee, Wells Fargo Bank,N.A. as Master Servicer and Wells Fargo Bank, N.A. as SecuritiesAdministrator.

Dated: June 30, 2008

/s/ Michelle GillMichelle Gill, Vice President(senior officer in charge of securitization of the depositor)



EX-33 (a)(logo) American Home Mortgage Servicing

4600 Regent Boulevard, Suite 200Irving, Texas 75063

Tel: (877) 304-3100

American Home Mortgage Servicing, Inc.'s Report on Assessment of Compliance withServicing Criteria

The undersigned has caused an assessment to be made of the servicer's compliancewith the servicing criteria set forth in Regulation AB.

American Home Mortgage Servicing, Inc (the "Asserting Party") is responsible forassessing compliance as of December 31, 2006 and for the period from January 1,2006 to December 31, 2006 (the "Reporting Period") with the servicing criteriaset forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations(the "CFR"), except for those portions of criteria 229.1122(d)(3)(ii) pertainingto amounts due to investors are allocated and remitted in accordance withdistribution priority and other terms as set forth in the transactionagreements, which the Asserting Party has concluded are not applicable to theservicing activities it performs with respect to the asset-backed securitiestransactions covered by this report (the "Applicable Servicing Criteria"). TheAsserting Party has engaged vendors to perform certain portions of criteria1122(d)(4)(iv) and 1122(d)(4)(xi) for which it has elected to takeresponsibility. The Platform includes all residential mortgage loans serviced bythe asserting party (the "Platform").

The Asserting Party has assessed its compliance with the Applicable ServicingCriteria as of December 31, 2006 and for the Reporting Period and has concludedthat the Asserting Party has complied, in all material respects, with theApplicable Servicing Criteria with respect to the Platform taken as a whole.

Deloitte & Touche LLP, an independent registered public accounting firm, hasissued an attestation report on the undersigned's assessment of compliance withthe Applicable Servicing Criteria as of December 31, 2006, and for the ReportingPeriod as set forth in this assertion.

Date: March 1, 2007

American Home Mortgage Servicing, IncBy: /s/ Michael StraussMichael StraussChief Executive Officer

By: /s/ Steve HozieSteve HozieChief Financial Officer



By: /s/ David FriedmanDavid FriedmanExecutive Vice President

Licensed Or Authorized Mortgage Lender Throughout The Fifty States And TheDistrict of Columbia An American Home Mortgage Investment Corp.Company New YorkStock Exhange Listing Symbol - AHM

(logo) EQUAL HOUSING LENDER



EX-33 (b)RESTATED REPORT ON ASSESSMENT OF COMPLIANCE WITHSection 1122(d)(2)(vi), Section 1122(d)(4)(xi) and Section 1122(d)(4)(xii)of REGULATION AB SERVICING CRITERIAFOR THE REPORTING PERIODJANUARY 1, 2006 TO DECEMBER 31, 2006

American Security Insurance Company, Standard Guaranty Insurance Company andTrackSure Insurance Agency, Inc. (formerly, "Safeco Financial InstitutionSolutions, Inc.") (collectively, the "Asserting Party") is responsible forassessing compliance as of December 31, 2006 and for the period of January 1,2006 through December 31, 2006 (the "Reporting Period") with the servicingcriteria set forth in Section 1122(d)(2)(vi), Section 1122(d)(4)(xi) andSection 1122(d)(4)(xii) of Title 17, Section 229.1122(d) of the Code of FederalRegulations, (the "Applicable Servicing Criteria") which the Asserting Partyhas concluded are applicable to the insurance escrow servicing activities itperforms with respect to all mortgage loan-tracking transactions for suchasset-backed securities transactions that were registered after January 1,2006 with the Securities and Exchange Commission pursuant to the SecuritiesAct of 1933 (the "Platform Transactions").

The Asserting Party previously excluded the applicable servicing criteria setforth in Section 1122 (d)(4)(xii) from the scope of its assessment ofcompliance. The Asserting Party has now assessed its compliance with theApplicable Servicing Criteria for the Reporting Period and has identified amaterial instance of noncompliance with that servicing criterion. Specifically,the Asserting Party did not have, during the Reporting Period, sufficientpolicies and procedures to capture the information with respect to the PlatformTransactions necessary to determine compliance with Section 1122(d)(4)(xii).Accordingly, the Asserting Party has restated its previous assessment for theReporting Period, which excluded evaluation of the criterion, to include thecriterion and reflect the material noncompliance as a result of its assessment.

The Asserting Party has concluded that, with the exception of theaforementioned material noncompliance, the Asserting Party has complied, inall material respects, with the Applicable Servicing Criteria for theReporting Period with respect to the Platform Transactions taken as a whole.The Asserting Party used the criteria set forth in paragraph (d) of Item 1122of Regulation AB to assess the compliance with the Applicable ServicingCriteria.

PricewaterhouseCoopers LLP, an independent registered public accounting firm,has issued an attestation report on the assessment of compliance with theApplicable Servicing Criteria as of and for the Reporting Period endingDecember 31, 2006.

American Security Insurance CompanyStandard Guaranty Insurance CompanyTrackSure Insurance Agency, Inc.



(formerly, "Safeco Financial Institution Solutions, Inc.")

/s/ John FroboseBy: John Frobose

Senior Vice President

Date: February 23, 2007, except for the Asserting Party's restatementdescribed above regarding the assessment of the servicing criteria set forthin 1122(d)(4)(xii) which was previously excluded from the scope of itsassessment of compliance with applicable servicing criteria, as to which thedate is January 30, 2008.



EX-33 (c)Restated Report on Assessment Regarding Compliance with Applicable ServicingCriteria

1. Avelo Mortgage, LLC (the "Servicer") is responsible for assessingcompliance, as of December 31, 2006 and for the period from February 24, 2006(the first day of the distribution period in which the GS Mortgage SecuritiesCorp. ("GSMSC") first issued securities subject to Regulation AB) throughDecember 31, 2006 (the "Reporting Period"), with the servicing criteria setforth in Item 1122(d) of Regulation AB, excluding the criteria set forth inItem 1122 (d)(1)(i), (d)(1)(iii), (d)(2)(ii), (d)(2)(iv), (d)(3)(iii),(d)(4)(i), (d)(4)(ii), (d)(4)(iii), (d)(4)(vi), (d)(4)(xi), (d)(4)(xii) and(d)(4)(xv) of Regulation AB, which the Servicer has concluded are notapplicable to the activities it performs, directly, with respect to theasset-backed securities transactions covered by this report (such criteria,after giving effect to the exclusions identified above, the "ApplicableServicing Criteria"). While the Servicer engages vendors to perform theservicing criteria in (d)(4)(xi) and (d)(4)(xii), the Servicer does not takeresponsibility for the services provided by the vendors as each vendorprovides a separate 1122 Reg AB assessment regarding compliance with thecriteria. The transactions in which the Servicer was a party are covered bythis report included those asset-backed securities transactions conducted byGS Mortgage Securities Corp. ("GSMSC") that were registered with theSecurities and Exchange Commission pursuant to the Securities Act of 1933where the related asset-backed securities were outstanding during theReporting Period (the "Platform"), as listed in Appendix A.

2. The Servicer has complied, in all material respects, with the applicableservicing criteria as of and for the Reporting Period except as follows:

The Servicer assessed its compliance with the Applicable Servicing Criteriafor the Reporting Period and has identified a material instance ofnon-compliance with servicing criterion set forth in Item 1122(d)(2)(vii) ofRegulation AB with respect to the Platform. Specifically, the Servicer didnot prepare reconciliations for all asset-backed securities related bankaccounts within 30 calendar days after the bank statement cut-off date, or assuch other number of days as specified in the transaction agreements andreconciling items were not resolved within 90 days of their originalidentification or such other number of days as specified in the transactionagreements.

3. The Servicer had taken responsibility for the servicing criteria set forthin 1122(d)(4)(xi) and 1122(d)(4)(xii) in its previous assessment dated March28, 2007. The Servicer has since been informed that other servicers havetaken responsibility for those servicing criteria in their assessments forthe year ended December 31, 2006. Accordingly, the Servicer has restated itsprevious assessment for the for the period February 24, 2006 to December 31,2006 to exclude the servicing criteria set forth in 1122(d)(4)(xi) and1122(d)(4)(xii).

4. PricewaterhouseCoopers LLP, an independent registered public accountingfirm, has issued an attestation report for the Platform on the assessment ofcompliance with the Applicable Servicing Criteria as of December 31, 2006 andfor the Reporting Period.

Avelo Mortgage, LLC



By: /s/ David M. AltshulerName: David M. AltshulerTitle: Vice President and CFO

March 28, 2007, except for the Servicer's restatement described aboveregarding the exclusion of the servicing criteria set forth in 1122(d)(4)(xi)and 1122(d)(4)(xii) which was previously included in the scope of itsassessment of compliance with the applicable servicing criteria, as to whichthe date is March 10, 2008.

Appendix AAvelo Mortgage, L.L.C.as of December 31, 2006

Deal Name Short Name Closing Date

Closed DealsGSR Mortgage Loan Trust 2006-2F GSR 2006-2F 2/24/2006GSAA Home Equity Trust 2006-3 GSAA 2006-3 2/24/2006GSAA Home Equity Trust 2006-4 GSAA 2006-4 3/2/2006GSR Mortgage Loan Trust 2006-3F GSR 2006-3F 3/30/2006GSAA Home Equity Trust 2006-5 GSAA 2006-5 3/30/2006GSR Mortgage Loan Trust 2006-4F GSR 2006-4F 4/28/2006GSAA Home Equity Trust 2006-6 GSAA 2006-6 4/28/2006GSAA Home Equity Trust 2006-7 GSAA 2006-7 4/28/2006GSAA Home Equity Trust 2006-8 GSAA 2006-8 4/28/2006GSR Mortgage Loan Trust 2006-5F GSR 2006-5F 5/26/2006GSAA Home Equity Trust 2006-9 GSAA 2006-9 5/26/2006GSAMP Trust 2006-HE3 GSAMP 2006-HE3 5/26/2006GSAMP 2006-SEA 1 GSAMP 2006-SEA1 6/16/2006GSAA Home Equity Trust 2006-10 GSAA 2006-10 6/29/2006GSAMP Trust 2006-HE4 GSAMP 2006-HE4 6/29/2006GSAA Home Equity Trust 2006-11 GSAA 2006-11 6/30/2006GSR Mortgage Loan Trust 2006-OA1 GSR 2006-OA1 8/24/2006GSR Mortgage Loan Trust 2006-8F GSR 2006-8F 8/25/2006GSAA Home Equity Trust 2006-14 GSAA 2006-14 8/25/2006GSAMP Trust 2006-HE5 GSAMP 2006-HE5 8/25/2006GSAA Home Equity Trust 2006-15 GSAA 2006-15 9/28/2006GSAA Home Equity Trust 2006-16 GSAA 2006-16 9/28/2006GSRPM Trust 2006-2 GSAMP 2006-RPM2 10/16/2006GSAA Home Equity Trust 2006-17 GSAA 2006-17 10/27/2006GSAMP Trust 2006-HE7 GSAMP 2006-HE7 10/30/2006GSAA Home Equity Trust 2006-19 GSAA 2006-19 11/24/2006GSAA Home Equity Trust 2006-18 GSAA 2006-18 11/30/2006GSAA Home Equity Trust 2006-S1 GSAA 2006-S1 12/28/2006GSR Mortgage Loan Trust 2006-10F GSR 2006-10F 12/29/2006GreenPoint Mortgage Funding Trust 2006-OH1 GPMF 2006-OH 12/29/2006GSAA Home Equity Trust 2006-20 GSAA 2006-20 12/29/2006GSAMP Trust 2006-HE8 GSAMP 2006-HE8 12/29/2006



Appendix A (cont.)Avelo Mortgage, L.L.C.as of December 31, 2006

Deal Name Master TrusteeServicer

Closed DealsGSR Mortgage Loan Trust 2006-2F Wells US Bank National AssociationGSAA Home Equity Trust 2006-3 Chase US Bank National AssociationGSAA Home Equity Trust 2006-4 Wells Deutsche Bank National Trust CompanyGSR Mortgage Loan Trust 2006-3F Wells US Bank National AssociationGSAA Home Equity Trust 2006-5 Chase US Bank National AssociationGSR Mortgage Loan Trust 2006-4F Chase US Bank National AssociationGSAA Home Equity Trust 2006-6 Chase US Bank National AssociationGSAA Home Equity Trust 2006-7 Wells Deutsche Bank National Trust CompanyGSAA Home Equity Trust 2006-8 Wells Deutsche Bank National Trust CompanyGSR Mortgage Loan Trust 2006-5F Wells US Bank National AssociationGSAA Home Equity Trust 2006-9 Chase US Bank National AssociationGSAMP Trust 2006-HE3 Wells LaSalle Bank National AssociationGSAMP 2006-SEA 1 Chase Deutsche Bank National Trust CompanyGSAA Home Equity Trust 2006-10 Wells Deutsche Bank National Trust CompanyGSAMP Trust 2006-HE4 Wells LaSalle Bank National AssociationGSAA Home Equity Trust 2006-11 Wells Deutsche Bank National Trust CompanyGSR Mortgage Loan Trust 2006-OA1 Wells Deutsche Bank National Trust CompanyGSR Mortgage Loan Trust 2006-8F Wells US Bank National AssociationGSAA Home Equity Trust 2006-14 Wells LaSalle Bank National AssociationGSAMP Trust 2006-HE5 Wells LaSalle Bank National AssociationGSAA Home Equity Trust 2006-15 Wells Deutsche Bank National Trust CompanyGSAA Home Equity Trust 2006-16 Wells Deutsche Bank National Trust CompanyGSRPM Trust 2006-2 Chase Deutsche Bank National Trust CompanyGSAA Home Equity Trust 2006-17 Wells Deutsche Bank National Trust CompanyGSAMP Trust 2006-HE7 Wells LaSalle Bank National AssociationGSAA Home Equity Trust 2006-19 Wells Deutsche Bank National Trust CompanyGSAA Home Equity Trust 2006-18 Wells Deutsche Bank National Trust CompanyGSAA Home Equity Trust 2006-S1 Wells Deutsche Bank National Trust CompanyGSR Mortgage Loan Trust 2006-10F Wells US Bank National AssociationGreenPoint Mortgage Funding Trust 2006-OH1 Wells Deutsche Bank National Trust CompanyGSAA Home Equity Trust 2006-20 Wells US Bank National AssociationGSAMP Trust 2006-HE8 Wells LaSalle Bank National Association

Response to Reg AB Finding

Avelo acknowledges that for a period of time in 2006, bank accounts were notreconciled in strict compliance with Reg. AB; however, it must be recognizedthat Avelo was a start-up company servicing its first loans in January of 2006,with the servicing of securitized loans commencing on February 24, 2006. As ofthe date of the audit, all bank account reconciliations were current. No issueswere found or arose from the delay in reconciling the bank accounts.



As a new servicing company, there were many issues to be addressed in order tobe fully operational, including adjusting to a new servicing system and itscapabilities. Moreover, during the start-up phase, staffing needs were beingidentified and addressed. These issues were particularly acute for the investoraccounting group, which is responsible for bank account reconciliations. Now,however, the investor accounting group is fully staffed, trained and workingefficiently and reconciliations are current.

/s/ James Weston MoffettName: James Weston MoffettTitle: President and CEODate: March 10, 2008



EX-33 (d)(logo) CountrywideHOME LOANS

2900 MADERA ROADSIMI VALLEY, CALIFORNIA 93065-6298(805) 955-1000

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Countrywide Financial Corporation and certain of its subsidiaries, including itsdirect and indirect wholly-owned subsidiaries, Countrywide Home Loans, Inc.(CHL), Countrywide Tax Services Corporation, Newport Management Corporation, andCountrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL(collectively the "Company") provides this platform-level assessment, for whichCountrywide Financial Corporation and such subsidiaries participated inservicing functions, as such term is described under Title 17, Section 229.1122of the Code of Federal Regulations ("Item 1122 of Regulation AB"), of compliancein respect of the following Applicable Servicing Criteria specified in Item1122(d) of Regulation AB promulgated by the Securities and Exchange Commissionin regard to the following servicing platform for the following period:

Platform: publicly-issued (i.e., registered with the Securities and ExchangeCommission pursuant to the Securities Act of 1933, as amended) residentialmortgage-backed securities (securities collateralized by residential mortgageloans, including prime, alternative loan products, sub-prime, HELOC and dosedseconds) issued on or after January 1, 2006 for which the Company provides cashcollection and administration, investor remittances and reporting (except forthose activities relating to trustee and paying agent services), and pool assetadministration (except for those activities relating to custodial operations ofpool assets and related documents), collectively "Servicing Functions" and forwhich the related issuer has a fiscal year end of December 31, 2006. Theplatform excludes any transactions issued by any government sponsored enterprisefor which the Company provides Servicing Functions.

Period: as of and for the year ended December 31, 2006.

Applicable Servicing Criteria: all servicing criteria set forth in Item 1122(d),to the extent required in the related agreements, except for the followingparagraphs: 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it relates to informationother than that contained in the monthly remittance report delivered by theservicer to the master servicer, trustee, and/or bond administrator,1122(d)(3)(i)(D), only as it relates to the agreeing with investors' records asto the total unpaid principal balance and number of pool assets serviced by theservicer, 1122(d)(3)(ii), only as it relates to amounts other than amountsremitted by the servicer to the master servicer, trustee, and/or bondadministrator, 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i) and



1122(d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii) relate to the custodialoperations of the pool assets and related documents (collateral file) by thedocument custodian responsible for such functions for the related transaction,and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (derivativetransactions).

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With respect to the Platform and the Period, the Company provides the followingassessment of compliance in respect of the Applicable Servicing Criteria:

1. The Company is responsible for assessing its compliance with the ApplicableServicing Criteria.

2. The Company has assessed compliance with the Applicable Servicing Criteria.

3. Other than as identified on Schedule A hereto, as of and for the Period, theCompany was in material compliance with the Applicable Servicing Criteria.

KPMG LLP, an independent registered public accounting firm, has issued anattestation report with respect to the Company's foregoing assessment ofcompliance.

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COUNTRYWIDE FINANCIAL CORPORATION

By: /s/ Steve BaileySteve Bailey

Its: Senior Managing Director and Chief Executive Officer,Loan Administration

Dated: February 28, 2007

By:/s/ Kevin MeyersKevin Meyers

Its: Managing Director and Chief Financial Officer,Countrywide Home Loans, Inc. Loan Administration


(page)



Schedule A

Material Instances of Noncompliance

No material instances of noncompliance: the Company has complied, in allmaterial respects, with the applicable servicing criteria as of and for the yearended December 31, 2006.



EX-33 (e)Appendix I

MANAGEMENT'S ASSERTION OF COMPLIANCE

Management of the Trust & Securities Services department of Deutsche BankNational Trust Company and Deutsche Bank Trust Company Americas (collectivelythe "Company") is responsible for assessing compliance with the servicingcriteria set forth in Item 1122(d) of Regulation AB promulgated by theSecurities and Exchange Commission. Management has determined that the servicingcriteria are applicable in regard to the servicing platform for the period asfollows:

Platform: Publicly-issued (i.e., transaction-level reporting requiredunder the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other asset-backed securities issued on or afterJanuary 1, 2006 for which the Company provides trustee, securitiesadministration or paying agent services, excluding any publicly issuedtransactions sponsored or issued by any government sponsored entity (the"Platform").

Applicable Servicing Criteria: All servicing criteria set forth inItem 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 theactivities the Company performs with respect to the Platform (the "ApplicableServicing Criteria").

Period: Twelve months ended December 31, 2006 (the "Period").

Management's interpretation of Applicable Servicing Criteria: The Company'smanagement has determined that servicing criteria 1122(d)(1)(iii) is applicableonly with respect to its continuing obligation to act as, or locate a,successor servicer under the circumstances referred to in certain governingdocuments. It is management's interpretation that Deutsche Bank Trust CompanyAmerica has no other active back-up servicing responsibilities in regards to1122(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 variousvendors to perform the activities required by these servicing criteria. TheCompany's management has determined that these vendors are not considered a"servicer" as defined in Item 1101(j) of Regulation AB, and the Company'smanagement has elected to take responsibility for assessing compliance with theservicing criteria applicable to each vendor as permitted by Interpretation17.06 of the SEC Division of Corporation Finance Manual of Publicly AvailableTelephone Interpretations ("Interpretation 17.06"). As permitted byInterpretation 17.06, management has asserted that it has policies and



procedures in place to provide reasonable assurance that the vendor'sactivities comply in all material respects with the servicing criteriaapplicable to each vendor. The Company's management is solely responsible fordetermining that it meets the SEC requirements to apply Interpretation 17.06for the vendors and related criteria.

With respect to the Platform, the Company's management provides the followingassertion of compliance with respect to the Applicable Servicing Criteria:

1. The Company's management is responsible for assessing the Company'scompliance with the Applicable Servicing Criteria as of and for the Period.

2.The Company's management has assessed compliance with the ApplicableServicing Criteria, including servicing criteria for which compliance isdetermined based on Interpretation 17.06 as described above, as of and for thePeriod. In performing this assessment, management used the criteria set forthby the Securities and Exchange Commission in paragraph (d) of Item 1122 ofRegulation AB.

3. Based on such assessment, as of and for the Period, the Company hascomplied, in all material respects, with the Applicable Servicing Criteria.

KPMG LLP, a registered public accounting firm, has issued an attestation reportwith respect to the management's assertion of compliance with the ApplicableServicing Criteria as of and for the Period.

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Appendix I

DEUTSCHE BANK NATIONAL TRUST COMPANY

By: /s/ Gary R. VaughanName: Gary R. VaughanIts: Managing Director

By: /s/ David CoName: David CoIts: Director

By: /s/ Jose SiciliaName: Jose SiciliaIts: Managing Director

By: /s/ Kevin FischerName: Kevin FischerIts: Vice President



By: /s/ Robert FrierName: Robert FrierIts: Director

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: /s/ Kevin C. WeeksName: Kevin C. WeeksIts: Managing Director

By: /s/ Jenna KaufmanName: Jenna KaufmanIts: Director



EX-33 (f)

(logo) imbIndymacBank

Management's Assertion on Compliance with ApplicableRegulation AB Servicing Criteria

1. IndyMac Bank, F.S.B. ("Indymac") is responsible for assessing compliancewith the servicing criteria applicable to it under paragraph (d) ofItem 1122 of Regulation AB, as of and for the 12-month period endedDecember 31, 2006 (the "Reporting Period"), as set forth in Appendix Ahereto. The transactions covered by this report (these transactionscollectively referred to as the "Servicing Platform") include publicasset-backed securitization transactions closed on or after January 1,2006, for which Indymac acted as servicer, excluding any transactionssponsored or issued by government sponsored enterprises or GovernmentNational Mortgage Association. The Servicing Platform also includesother servicing contracts, the terms of which require Indymac to submitreports in accordance with Item 1122 of the Regulation AB. The ServicingPlatform's asset type is single family residential mortgage loans thatare not home-equity lines of credit or reverse mortgages and that do notreceive the benefit of insurance by the Federal Housing Administrationor guarantees from the United States Department of Veterans Affairs orthe Rural Housing Service;

2. Indymac has engaged certain vendors (the "Vendors") to perform specific,limited or scripted activities, and Indymac has elected to takeresponsibility for assessing compliance with the servicing criteria orportion of the servicing criteria applicable to such Vendors' activitiesas set forth in Appendix A hereto, as permitted by Interpretation 17.06of the Securities and Exchange Commission ("SEC") Division of CorporateFinance Manual of Publicly Available Telephone Interpretations("Interpretation 17.06"), except for certain Vendors that have providedtheir own reports on assessment of compliance with the applicableservicing criteria. Indymac determined the Vendors are not "servicers"as defined in Item 1101(j) of Regulation AB and asserted that it haspolicies and procedures in place to provide reasonable assurance thatthe Vendors' activities comply, in all material respects, with theservicing criteria applicable to each Vendor;

3. Except as set forth in paragraph 4 below, Indymac used the criteria setforth in paragraph (d) of Item 1122 of Regulation AB to assess thecompliance with the applicable servicing criteria;

4. The criteria listed in the column titled "Inapplicable ServicingCriteria" on Appendix A hereto are inapplicable to Indymac based on theactivities it performs, directly or through its Vendors for whichIndymac has elected to take responsibility for assessing compliance withthe applicable servicing criteria, with respect to the ServicingPlatform taken as a whole;

5. Indymac has complied, in all material respects, with the applicableservicing criteria as of December 31, 2006 and for the Reporting Periodwith respect to the Servicing Platform taken as a whole;

(page)

6. Indymac has not identified and is not aware of any material instance ofnoncompliance as of December 31, 2006 and for the Reporting Period withrespect to the Servicing Platform taken as a whole by the Vendors forwhich Indymac has elected to take responsibility for assessingcompliance with the applicable servicing criteria;

7. Indymac has not identified any material deficiency in its policies andprocedures to monitor the compliance by the Vendors for which Indymachas elected to take responsibility for assessing compliance, with theapplicable servicing criteria as of December 31, 2006 and for theReporting Period with respect to the Servicing Platform taken as awhole; and

8. Ernst & Young, LLP, an independent registered public accounting firm,has issued an attestation report on Indymac's assessment of compliancewith the applicable servicing criteria for the Reporting Period.

March 16, 2007

IndyMac Bank, F.S.B.



By: /s/ Anthony L. EbersAnthony L. EbersExecutive Vice PresidentChief Executive OfficerIndymac Consumer Bank

2

(page)

APPENDIX A

INAPPLICABLEAPPLICABLE SERVICING

SERVICING CRITERIA SERVICING CRITERIA CRITERIAPerformed Performed by NOT

by subservicer(s) performed byVendor(s) or vendor(s) Indymac orfor which for which by

Performed Indymac is Indymac is subservicer(s)Directly the NOT the or vendor(s)

by Responsible Responsible retained byIndymac Party Party^1 Indymac^2

Reference Criteria

General Servicing Considerations

Policies and procedures are instituted to monitor anyperformance or other triggers and events of default in X

1122(d)(1)(i) accordance with the transaction agreements.

If any material servicing activities are outsourced to thirdparties, policies and procedures are instituted to monitor Xthe third party's performance and compliance with such

1122(d)(1)(ii) servicing activities.

Any requirements in the transaction agreements to maintain a X1122(d)(1)(iii) back-up servicer for the pool assets are maintained.

A fidelity bond and errors and omissions policy is in effecton the party participating in the servicing functionthroughout the reporting period in the amount of coverage Xrequired by and otherwise in accordance with the terms of

1122(d)(1)(iv) the transaction agreements.

Cash Collection and Administration

Payments on pool assets are deposited into the appropriatecustodial bank accounts and related bank clearing accountsno more than two business days following receipt, or such X^3 X^3other number of days specified in the transaction

1122(d)(2)(i) agreements.

Disbursements made via wire transfer on behalf of an obligor X1122(d)(2)(ii) or to an investor are made only by authorized personnel.

Advances of funds or guarantees regarding collections, cashflows or distributions, and any interest or other fees Xcharged for such advances, are made, reviewed and approved

1122(d)(2)(iii) as specified in the transaction agreements.

The related accounts for the transaction, such as cashreserve accounts or accounts established as a form ofovercollateralization, are separately maintained (e.g., with Xrespect to commingling of cash) as set forth in the

1122(d)(2)(iv) transaction agreements.

Each custodial account is maintained at a federally insureddepository institution as set forth in the transactionagreements. For purposes of this criterion, "federally Xinsured depository institution" with respect to a foreignfinancial institution means a foreign financial institutionthat meets the requirements of Rule 13k-1(b)(1) of the

1122(d)(2)(v) Securities Exchange Act.



Unissued checks are safeguarded so as to prevent X1122(d)(2)(vi) unauthorized access.

3

(page)

APPENDIX A






Reference Criteria

Reconciliations are prepared on a monthly basis for allasset-backed securities related bank accounts, includingcustodial accounts and related bank clearing accounts. Thesereconciliations are (A) mathematically accurate; (B)prepared within 30 calendar days after the bank statementcutoff date, or such other number of days specified in the Xtransaction agreements; (C) reviewed and approved by someoneother than the person who prepared the reconciliation; and(D) contain explanations for reconciling items. Thesereconciling items are resolved within 90 calendar days oftheir original identification, or such other number of days

1122(d)(2)(vii) specified in the transaction agreements.

Investor Remittances and Reporting .

Reports to investors, including those to be filed with theCommission, are maintained in accordance with thetransaction agreements and applicable Commissionrequirements. Specifically, such reports (A) are prepared inaccordance with timeframes and other terms set forth in thetransaction agreements; (B) provide information calculated X^4,5 X^4in accordance with the terms specified in the transactionagreements; (C) are filed with the Commission as required byits rules and regulations; and (D) agree with investors' orthe trustee's records as to the total unpaid principalbalance and number of [pool assets] serviced by the

1122(d)(3)(i) servicer.

Amounts due to investors are allocated and remitted inaccordance with timeframes, distribution priority and other X^5

1122(d)(3)(ii) terms set forth in the transaction agreements.

Disbursements made to an investor are posted within twobusiness days to the servicer's investor records, or such X^5other number of days specified in the transaction

1122(d)(3)(iii) agreements.

Amounts remitted to investors per the investor reports agreewith cancelled checks, or other form of payment, or X^5

1122(d)(3)(iv) custodial bank statements.

Pool Asset Administration

Collateral or security on pool assets is maintained asrequired by the transaction agreements or related mortgage X

1122(d)(4)(i) loan documents.

Pool assets and related documents are safeguarded as X1122(d)(4)(ii) required by the transaction agreements

Any additions, removals or substitutions to the asset poolare made, reviewed and approved in accordance with any X

1122(d)(4)(iii) conditions or requirements in the transaction agreements.

Payments on pool assets, including any payoffs, made inaccordance with the related [pool asset] documents areposted to the Servicer's obligor records maintained no more X^3 X^3than two business days after receipt, or such other numberof days specified in the transaction agreements, and



allocated to principal, interest or other items (e.g.,1122(d)(4)(iv) escrow) in accordance with the related pool

4

(page)

APPENDIX A






Reference Criteria

asset documents.

The servicer's records regarding the pool assets agree withthe servicer's records with respect to an obligor's unpaid X

1122(d)(4)(v) principal balance.

Changes with respect to the terms or status of an obligor'spool assets (e.g., loan modifications or re-agings) aremade, reviewed and approved by authorized personnel in Xaccordance with the transaction agreements and related pool

1122(d)(4)(vi) asset documents.

Loss mitigation or recovery actions (e.g., forbearanceplans, modifications and deeds in lieu of foreclosure,foreclosures and repossessions, as applicable) are X^6 X^6initiated, conducted and concluded in accordance with thetimeframes or other requirements established by the

1122(d)(4)(vii) transaction agreements.

Records documenting collection efforts are maintained duringthe period a pool asset is delinquent in accordance with thetransaction agreements. Such records are maintained on atleast a monthly basis, or such other period specified in the Xtransaction agreements, and describe the entity's activitiesin monitoring delinquent pool assets including, for example,phone calls, letters and payment rescheduling plans in caseswhere delinquency is deemed temporary (e.g., illness or

1122(d)(4)(viii) unemployment).

Adjustments to interest rates or rates of return for poolassets with variable rates are computed based on the related X

1122(d)(4)(ix) pool asset documents.

Regarding any funds held in trust for an obligor (such asescrow accounts): (A) such funds are analyzed, in accordancewith the obligor's [pool asset] documents, on at least anannual basis, or such other period specified in thetransaction agreements; (B) interest on such funds is paid, Xor credited, to obligors in accordance with applicable [poolasset] documents and state laws; and (C) such funds arereturned to the obligor within 30 calendar days of fullrepayment of the related pool assets, or such other number

1122(d)(4)(x) of days specified in the transaction agreements.

Payments made on behalf of an obligor (such as tax orinsurance payments) are made on or before the relatedpenalty or expiration dates, as indicated on the appropriatebills or notices for such payments, provided that such X^7 X^7 X^7support has been received by the Servicer at least 30calendar days prior to these dates, or such other number of

1122(d)(4)(xi) days specified in the transaction agreements.

Any late payment penalties in connection with any payment tobe made on behalf of an obligor are paid from the Servicer's X^7 X^7funds and not charged to the obligor, unless the late

1122(d)(4)(xii) payment was due to the obligor's error or omission.

5



(page)

APPENDIX A






Reference Criteria

Disbursements made on behalf of an obligor are posted withintwo business days to the obligor's records maintained by the X^7 X^7Servicer, or such other number of days specified in the

1122(d)(4)(xiii) transaction agreements.

Delinquencies, charge-offs and uncollectible accounts arerecognized and recorded in accordance with the transaction X

1122(d)(4)(xiv) agreements.

Any external enhancement or other support, identified inItem 1114(a)(1) through (3) or Item 1115 of Regulation AB, X

1122(d)(4)(xv) is maintained as set forth in the transaction agreements.

6

(page)

APPENDIX A

Footnotes to Appendix A Servicing Criteria

1 The activities pertaining to these criteria or portions of these criteria areperformed by subservicer(s) or vendor(s) retained by Indymac which provided aseparate assessment of compliance in accordance with Item 1122 of Regulation AB.2 These criteria are inapplicable to the Servicing Platform as of December 31,2006 and for the Reporting Period since Indymac, directly or through its Vendorsfor which Indymac has elected to take responsibility for assessing compliancewith the applicable servicing criteria, was not required to perform any relatedactivities.3 Indymac performs the activities pertaining to these criteria, except for thespecific, limited activities, primarily of initial processing of pool assetpayments, performed by its lockbox vendor.4 The criterion 1122(d)(3)(i)(C) is inapplicable to the Servicing Platform as ofDecember 31, 2006 and for the Reporting Period based on the activities Indymacperformed.5 Indymac has defined the "Investor" as a party to whom Indymac reports andremits under the applicable transaction agreements. Indymac has noresponsibility for transaction waterfall or allocation calculations and paymentsor individual security holder records.6 Indymac performs the activities pertaining to this criterion, except for thespecific, limited activities performed by its foreclosure and bankruptcyvendors.7 Indymac performs the activities pertaining to these criteria, except for thespecific, limited activities performed by its tax and/or insurance monitoringvendors. Indymac has elected to take responsibility for assessing compliancewith these servicing criteria with respect to the activities of its tax vendor.Indymac's insurance vendor has provided their own report on assessment ofcompliance with the applicable servicing criterion.



EX-33 (g)ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Newport Management Corporation (the "Asserting Party") provides thisassessment of compliance with respect to its performance of functions for theApplicable Servicing Criteria, as specified in Item 1122(d) of Regulation ABpromulgated by the Securities and Exchange Commission, in regards to the loansselected in the Platform for the following Period:

Platform: Pools of loans, underlying publicly-issued residentialmortgage-backed securities that were issued on or after January 1, 2006 byIndyMac Bank ("IndyMac"), on which escrow payments were disbursed in 2006,specifically Item 1122(d)(4)(xi), only as it relates to the "ApplicableServicing Criteria" described below, and as disclosed by IndyMac to theAsserting Party (collectively, "Eligible Loans", as identified in Schedule A).

Period: As of and for the year ended December 31, 2006.

Applicable Servicing Criteria: the servicing criteria which applies to thefunctions performed by the Asserting Party is set forth in Section229.1122(d)(4)(xi) ("Applicable Servicing Criteria"). With respect to theApplicable Servicing Criteria, the Asserting Party performs the followinglimited functions:1. Processes the obligor's hazard insurance information it receives andprovides IndyMac with the applicable hazard insurance effective date, paymentamount, and payee (collectively, "Insurance Information");2. Provides the Insurance Information to IndyMac no later than 5 daysprior to the applicable expiration date as indicated in the InsuranceInformation.

With respect to the Platform, and with respect to the Period, the AssertingParty provides the following assessment of its compliance in respect of theApplicable Servicing Criteria (as defined above):

1. The Asserting Party is responsible for assessing its compliance with respectto the functions it performs for the Applicable Servicing Criteria.

2. The Asserting Party has assessed its compliance with respect to the functionsit performs for the Applicable Servicing Criteria.

3. Other than as identified on Schedule B hereto, as of and for the Period, theAsserting Party was in material compliance with respect to the functions itperforms for the Applicable Servicing Criteria.

KPMG, LLP, an independent registered public accounting firm, has issued anattestation report with respect to the Asserting Party's foregoing assessment ofcompliance.

NEWPORT MANAGEMENT CORPORATION

By:/s/ Mark A. McElroyMark A. McElroy

Its: Executive Vice President


(page)

SCHEDULE A

ELIGIBLE LOANS

LOAN NUMBER Loan Number Sale Sale Name Principal Balance XXXXX6993 6993 XXXXXX6993 458 ACE 2006-SD3 11/30/06 $287,556.98XXXXX9623 9623 XXXXXX9623 458 ACE 2006-SD3 11/30/06 $558,996.49XXXXX7955 7955 XXXXXX7955 458 ACE 2006-SD3 11/30/06 $175,430.38XXXXX7345 7345 XXXXXX7345 458 ACE 2006-SD3 11/30/06 $70,753.05XXXXX1235 1235 XXXXXX1235 458 ACE 2006-SD3 11/30/06 $74,759.76XXXXX8122 8122 XXXXXX8122 458 ACE 2006-SD3 11/30/06 $156,934.63XXXXX7453 7453 XXXXXX7453 458 ACE 2006-SD3 11/30/06 $126,069.87XXXXX2213 2213 XXXXXX2213 458 ACE 2006-SD3 11/30/06 $119,674.35



XXXXX0062 0062 XXXXXX0062 458 ACE 2006-SD3 11/30/06 $109,781.35XXXXX9780 9780 XXXXXX9780 458 ACE 2006-SD3 11/30/06 $289,862.00XXXXX7715 7715 XXXXXX7715 458 ACE 2006-SD3 11/30/06 $112,833.14XXXXX9745 9745 XXXXXX9745 458 ACE 2006-SD3 11/30/06 $195,000.00XXXXX4148 4148 XXXXXX4148 458 ACE 2006-SD3 11/30/06 $361,351.47XXXXX2686 2686 XXXXXX2686 458 ACE 2006-SD3 11/30/06 $73,145.15XXXXX1967 1967 XXXXXX1967 458 ACE 2006-SD3 11/30/06 $335,557.49XXXXX7774 7774 XXXXXX7774 458 ACE 2006-SD3 11/30/06 $384,269.41XXXXX1685 1685 XXXXXX1685 458 ACE 2006-SD3 11/30/06 $359,265.51XXXXX8007 8007 XXXXXX8007 458 ACE 2006-SD3 11/30/06 $83,102.65XXXXX1300 1300 XXXXXX1300 458 ACE 2006-SD3 11/30/06 $24,954.91XXXXX2258 2258 XXXXXX2258 458 ACE 2006-SD3 11/30/06 $15,162.27XXXXX6700 6700 XXXXXX6700 235 BAFC 2006-D 04/28/06 $119,570.33XXXXX1788 1788 XXXXXX1788 235 BAFC 2006-D 04/28/06 $404,999.76XXXXX3339 3339 XXXXXX3339 235 BAFC 2006-D 04/28/06 $400,000.00XXXXX2592 2592 XXXXXX2592 235 BAFC 2006-D 04/28/06 $294,300.00XXXXX5967 5967 XXXXXX5967 235 BAFC 2006-D 04/28/06 $500,000.00XXXXX1058 1058 XXXXXX1058 235 BAFC 2006-D 04/28/06 $469,214.60XXXXX5462 5462 XXXXXX5462 235 BAFC 2006-D 04/28/06 $155,144.52XXXXX0385 0385 XXXXXX0385 235 BAFC 2006-D 04/28/06 $180,945.32XXXXX9553 9553 XXXXXX9553 235 BAFC 2006-D 04/28/06 $125,399.10XXXXX6418 6418 XXXXXX6418 235 BAFC 2006-D 04/28/06 $77,900.00XXXXX8039 8039 XXXXXX8039 235 BAFC 2006-D 04/28/06 $148,818.88XXXXX9762 9762 XXXXXX9762 235 BAFC 2006-D 04/28/06 $441,750.00XXXXX4795 4795 XXXXXX4795 235 BAFC 2006-D 04/28/06 $369,200.00XXXXX1134 1134 XXXXXX1134 235 BAFC 2006-D 04/28/06 $500,000.001006813693 3693 XXXXXX3693 235 BAFC 2006-D 04/28/06 $959,951.931006816126 6126 XXXXXX6126 235 BAFC 2006-D 04/28/06 $150,376.681006816449 6449 XXXXXX6449 235 BAFC 2006-D 04/28/06 $432,000.001006822520 2520 XXXXXX2520 235 BAFC 2006-D 04/28/06 $445,840.001006823361 3361 XXXXXX3361 235 BAFC 2006-D 04/28/06 $649,762.131006823486 3486 XXXXXX3486 235 BAFC 2006-D 04/28/06 $0.001006825200 5200 XXXXXX5200 235 BAFC 2006-D 04/28/06 $179,064.641006827339 7339 XXXXXX7339 235 BAFC 2006-D 04/28/06 $281,200.001006827610 7610 XXXXXX7610 235 BAFC 2006-D 04/28/06 $202,801.551006828469 8469 XXXXXX8469 235 BAFC 2006-D 04/28/06 $203,999.601006832305 2305 XXXXXX2305 235 BAFC 2006-D 04/28/06 $210,358.561006834376 4376 XXXXXX4376 235 BAFC 2006-D 04/28/06 $262,400.001006836603 6603 XXXXXX6603 235 BAFC 2006-D 04/28/06 $160,000.001006839466 9466 XXXXXX9466 235 BAFC 2006-D 04/28/06 $240,000.001006841280 1280 XXXXXX1280 235 BAFC 2006-D 04/28/06 $232,377.001006841447 1447 XXXXXX1447 235 BAFC 2006-D 04/28/06 $242,000.001006841702 1702 XXXXXX1702 235 BAFC 2006-D 04/28/06 $340,699.201006841777 1777 XXXXXX1777 235 BAFC 2006-D 04/28/06 $285,000.001006841801 1801 XXXXXX1801 235 BAFC 2006-D 04/28/06 $178,800.001006842775 2775 XXXXXX2775 235 BAFC 2006-D 04/28/06 $510,000.001006843757 3757 XXXXXX3757 235 BAFC 2006-D 04/28/06 $344,000.001006844649 4649 XXXXXX4649 235 BAFC 2006-D 04/28/06 $288,000.001006845547 5547 XXXXXX5547 235 BAFC 2006-D 04/28/06 $584,000.001006846164 6164 XXXXXX6164 235 BAFC 2006-D 04/28/06 $415,096.201006846438 6438 XXXXXX6438 235 BAFC 2006-D 04/28/06 $142,872.101006846826 6826 XXXXXX6826 235 BAFC 2006-D 04/28/06 $112,446.081006846917 6917 XXXXXX6917 235 BAFC 2006-D 04/28/06 $503,488.531006847386 7386 XXXXXX7386 235 BAFC 2006-D 04/28/06 $590,970.111006851131 1131 XXXXXX1131 235 BAFC 2006-D 04/28/06 $290,000.001006851446 1446 XXXXXX1446 235 BAFC 2006-D 04/28/06 $532,000.001006851610 1610 XXXXXX1610 235 BAFC 2006-D 04/28/06 $314,900.001006851669 1669 XXXXXX1669 235 BAFC 2006-D 04/28/06 $543,675.001006852295 2295 XXXXXX2295 235 BAFC 2006-D 04/28/06 $104,527.321006852600 2600 XXXXXX2600 235 BAFC 2006-D 04/28/06 $203,919.961006855777 5777 XXXXXX5777 235 BAFC 2006-D 04/28/06 $700,000.001006856270 6270 XXXXXX6270 235 BAFC 2006-D 04/28/06 $151,250.001006857138 7138 XXXXXX7138 235 BAFC 2006-D 04/28/06 $168,750.001006857468 7468 XXXXXX7468 235 BAFC 2006-D 04/28/06 $198,400.001006859332 9332 XXXXXX9332 235 BAFC 2006-D 04/28/06 $280,000.001006860504 0504 XXXXXX0504 235 BAFC 2006-D 04/28/06 $343,011.671006861015 1015 XXXXXX1015 235 BAFC 2006-D 04/28/06 $166,002.441006861502 1502 XXXXXX1502 235 BAFC 2006-D 04/28/06 $612,000.001006861940 1940 XXXXXX1940 235 BAFC 2006-D 04/28/06 $608,347.781006862351 2351 XXXXXX2351 235 BAFC 2006-D 04/28/06 $177,775.001006862773 2773 XXXXXX2773 235 BAFC 2006-D 04/28/06 $471,200.001006862849 2849 XXXXXX2849 235 BAFC 2006-D 04/28/06 $396,500.001006868614 8614 XXXXXX8614 235 BAFC 2006-D 04/28/06 $236,000.001006869430 9430 XXXXXX9430 235 BAFC 2006-D 04/28/06 $982,361.681006869950 9950 XXXXXX9950 235 BAFC 2006-D 04/28/06 $454,999.401006870230 0230 XXXXXX0230 235 BAFC 2006-D 04/28/06 $141,600.001006872715 2715 XXXXXX2715 235 BAFC 2006-D 04/28/06 $261,600.001006873119 3119 XXXXXX3119 235 BAFC 2006-D 04/28/06 $247,987.881006876690 6690 XXXXXX6690 235 BAFC 2006-D 04/28/06 $449,275.981006877557 7557 XXXXXX7557 235 BAFC 2006-D 04/28/06 $150,500.001006880197 0197 XXXXXX0197 235 BAFC 2006-D 04/28/06 $362,427.231006880320 0320 XXXXXX0320 235 BAFC 2006-D 04/28/06 $849,757.03



1006880577 0577 XXXXXX0577 235 BAFC 2006-D 04/28/06 $106,901.941006880833 0833 XXXXXX0833 235 BAFC 2006-D 04/28/06 $336,000.001006881898 1898 XXXXXX1898 235 BAFC 2006-D 04/