(Former name, former address, if changed since last report)
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 thepreceding 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 past90 days. x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part II of the Form 10-K or any amendment to this form 10-K.¨ [Item 405 of Regulation S-K is 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 largeaccelerated 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
Registrant has no voting or non-voting common equity outstanding held by non-affiliates.
PART I
The following Items have been omitted in accordance with General Instruction J to Form 10–K:
Item 4: Submission of Matters to a Vote of Security Holders.
Item 1B. Unresolved Staff Comments.
Not Applicable.
Substitute information provided in accordance with General Instruction J to Form 10–K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
No single obligor represents more than 10% of the pool assets held by the Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-8 Trust(the “Trust”).
Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information RegardingSignificant Enhancement Providers: Financial Information).
No entity or group of affiliated entities that provides (1) any external credit enhancement designed to ensure that the asset-backed securities or pool assets will pay inaccordance with their terms, (2) any mechanisms to ensure that payments on the asset-backed securities are timely or (3) any derivatives whose primary purpose is toprovide credit enhancement related to pool assets or the asset-backed securities is either liable or contingently liable to provide payments representing 10% or more ofthe cash flow supporting any offered class of asset-backed securities of the Trust.
Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).
The “aggregate significance percentage” (as defined in Item 1115 of Regulation AB) related to any entity or group of affiliated entities providing derivativeinstruments that are used to alter the payment characteristics of the cashflows from the Trust and whose primary purpose is not to provide credit enhancement relatedto the pool assets or the asset-backed securities of the Trust does not equal or exceed 10%.
Item 1117 of Regulation AB: Legal Proceedings.
None.
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10–K:
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A: Quantitative and Qualitative Disclosures about Market Risk.
Item 8: Financial Statements and Supplementary Data.
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A: Controls and Procedures.
Item 9B: Other Information.
None.
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10–K:
Item 10: Directors and Executive Officers of the Registrant.
Item 11: Executive Compensation.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13: Certain Relationships and Related Transactions.
Item 14: Principal Accountant Fees and Services.
Substitute information provided in accordance with General Instruction J to Form 10–K:
Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.
Pursuant to the Instructions to Item 1119 of Regulation AB, information required by Item 1119 has been omitted from this annual report on Form 10-K because it issubstantially the same information as has been provided previously in a prospectus timely filed pursuant to Rule 424 of the General Rules and RegulationsPromulgated under the Securities Act of 1933 under the same Central Index Key (CIK) as this annual report on Form 10-K.
Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.
WaMu Asset Acceptance Corp. (in its role as depositor), Washington Mutual Bank (in its role as servicer), Washington Mutual Mortgage Securities Corp. (in its roleas calculation agent) (“WMMSC”), Washington Mutual Bank fsb (in its role as custodian), LaSalle Bank National Association (in its role as custodian) andAmerican Security Insurance Company and Standard Guaranty Insurance Company (in the role as hazard insurance servicer) (collectively, the “Servicing Parties”)have each been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Trust. Each of the ServicingParties has completed a report on assessment of compliance with the servicing criteria applicable to it (each a “Servicing Report”), which Servicing Reports areattached as exhibits to this Form 10-K. Each of the Servicing Parties have provided an attestation report (each an “Attestation Report”) by one or more public
accounting firms, which reports are also attached as exhibits to this Form 10-K. None of the Servicing Reports or Attestation Reports has identified any materialinstance of noncompliance with the servicing criteria as applicable to the respective Servicing Party, except that, with respect to WMMSC and its compliance withItem 1122 (d)(2)(vii)(B), two of twelve bank statement reconciliations examined were not prepared within 30 calendar days after the bank statement cutoff date, butwere prepared within 30 calendar days after month end, which was 32 calendar days after the bank statement cutoff date.
Item 1123 of Regulation AB: Servicer Compliance Statement.
Washington Mutual Bank (in its role as servicer) and WMMSC (in its role as calculation agent) have been identified by the registrant as servicers with respect to theasset pool held by the Trust. Each of Washington Mutual Bank and WMMSC has completed a statement of compliance with applicable servicing criteria (each a“Compliance Statement”), in each case signed by an authorized officer of Washington Mutual Bank and WMMSC, respectively. The Compliance Statements areattached as exhibits to this Form 10-K. None of the Compliance Statements has identified any material instance of noncompliance with the respective servicer’sobligation under the applicable servicing agreement.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Not Applicable.
(a)(2) Not Applicable.
(a)(3) Not Applicable.
(b) Exhibits
Exhibit No. Exhibit Description
4.1 Pooling and Servicing Agreement (incorporated herein by reference from Exhibit 4.1 to the Form 8-K filed by the issuing entity on October 13, 2006).
4.2 Mortgage Loan Purchase Agreement (incorporated herein by reference from Exhibit 4.7 to the Form S-3 filed by WaMu Asset Acceptance Corp. onDecember 12, 2005 with respect to Registration Statement No. 333-130795).
4.3 Amended and Restated Administrative Agent Agreement (incorporated herein by reference from Exhibit 4.9 to the Form 8-K filed by WaMu AssetAcceptance Corp. on March 6, 2006 with respect to Registration Statement No. 333-130795).
31 Certification of Thomas G. Lehmann pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
33.1 Report on Assessment of Compliance with Servicing Criteria for WaMu Asset Acceptance Corp.
33.2 Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank.
33.3 Report on Assessment of Compliance with Servicing Criteria by Washington Mutual Mortgage Securities Corp.
33.4 Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank fsb.
33.5 Report on Assessment of Compliance with Servicing Criteria for American Security Insurance Company and Standard Guaranty Insurance Company.
33.6 Report on Assessment of Compliance with Servicing Criteria for LaSalle Bank National Association.
34.1 Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for WaMu Asset Acceptance Corp.
34.2 Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria by Washington Mutual Bank.
34.3 Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria by Washington Mutual Mortgage Securities Corp.
34.4 Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank fsb.
34.5 Attestation Report of PriceWaterhouseCoopers on Assessment of Compliance with Servicing Criteria for American Security Insurance Company andStandard Guaranty Insurance Company.
34.6 Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria for LaSalle Bank National Association.
35.1 Servicer Compliance Statement of Washington Mutual Bank.
35.2 Servicer Compliance Statement of Washington Mutual Mortgage Securities Corp.
99.1 Certain information concerning the mortgage loans (incorporated herein by reference from Exhibit 99.1 to the Form 8-K filed by the issuing entity onSeptember 27, 2006).
99.2 Excerpt from Section 2 and Schedule III of the Term Sheet (incorporated herein by reference from Exhibit 99.1 to the Form 8-K filed by the issuing entityon October 13, 2006).
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 theundersigned, thereunto duly authorized.
4.1 Pooling and Servicing Agreement (incorporated herein by reference from Exhibit 4.1 to the Form 8-K filed by the issuing entity on October 13, 2006).
4.2 Mortgage Loan Purchase Agreement (incorporated herein by reference from Exhibit 4.7 to the Form S-3 filed by WaMu Asset Acceptance Corp. onDecember 12, 2005 with respect to Registration Statement No. 333-130795).
4.3 Amended and Restated Administrative Agent Agreement (incorporated herein by reference from Exhibit 4.9 to the Form 8-K filed by WaMu AssetAcceptance Corp. on March 6, 2006 with respect to Registration Statement No. 333-130795).
31 Certification of Thomas G. Lehmann pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
33.1 Report on Assessment of Compliance with Servicing Criteria for WaMu Asset Acceptance Corp.
33.2 Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank.
33.3 Report on Assessment of Compliance with Servicing Criteria by Washington Mutual Mortgage Securities Corp.
33.4 Report on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank fsb.
33.5 Report on Assessment of Compliance with Servicing Criteria for American Security Insurance Company and Standard Guaranty Insurance Company.
33.6 Report on Assessment of Compliance with Servicing Criteria for LaSalle Bank National Association.
34.1 Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for WaMu Asset Acceptance Corp.
34.2 Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria by Washington Mutual Bank.
34.3 Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria by Washington Mutual Mortgage Securities Corp.
34.4 Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria for Washington Mutual Bank fsb.
34.5 Attestation Report of PriceWaterhouseCoopers on Assessment of Compliance with Servicing Criteria for American Security Insurance Company andStandard Guaranty Insurance Company.
34.6 Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria for LaSalle Bank National Association.
35.1 Servicer Compliance Statement of Washington Mutual Bank.
35.2 Servicer Compliance Statement of Washington Mutual Mortgage Securities Corp.
99.1 Certain information concerning the mortgage loans (incorporated herein by reference from Exhibit 99.1 to the Form 8-K filed by the issuing entity onSeptember 27, 2006).
99.2 Excerpt from Section 2 and Schedule III of the Term Sheet (incorporated herein by reference from Exhibit 99.1 to the Form 8-K filed by the issuing entityon October 13, 2006).
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 thisreport on Form 10–K of Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-8 Trust(the ‘‘Exchange Act periodicreports’’);
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material factor 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 theperiod 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 exceptas disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreement(s) in all materialrespects; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports onassessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item1122 of Regulation AB and Exchange Act Rules 13a–18 and 15d–18 have been included as an exhibit to this report, except as otherwisedisclosed 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:None.
Date: March 15, 2007
/s/ Thomas G. LehmannName: Thomas G. LehmannTitle: President
WaMu Asset Acceptance Corp. (the “Asserting Party”) is responsible for assessing compliance as of December 31, 2006 and for theperiod from January 1, 2006 through December 31, 2006 (the “Reporting Period”) of the Platform Transactions (as defined below) with theservicing criterion set forth in Item 1122(d)(3)(i)(C) of Regulation AB (12 CFR part 229.1122(d)(3)(i)(C)) (the “Applicable ServicingCriterion”) and no others. The transactions covered by this Servicer’s Assessment are those securitizations of pools of mortgage loans thatwere completed on or after January 1, 2006 and prior to January 1, 2007 for which the Asserting Party performed servicing functions set forthin Item 1122(d) and that included one or more classes of publicly offered securities registered with the Securities and Exchange Commissionpursuant to the Securities Act of 1933 (the “Platform Transactions”).
The Asserting Party has assessed its compliance with the Applicable Servicing Criterion for the Reporting Period, using theApplicable Servicing Criterion, and has concluded that it has complied in all material respects with the Applicable Servicing Criterion withrespect to the Mortgage Loans.
Deloitte & Touche LLP, a registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment ofcompliance with the Applicable Servicing Criterion for the Reporting Period.
Date: February 22, 2007
/s/ Thomas G. LehmannName: Thomas G. LehmannTitle: President
Washington Mutual Bank (the “Asserting Party”) is responsible for assessing compliance as of December 31, 2006 and for the periodfrom January 1, 2006 through December 31, 2006 (the “Reporting Period”) of the Platform Transactions (as defined below) with the servicingcriteria set forth in Item 1122(d) of Regulation AB (12 CFR part 229.1122), except the following criteria 1(iii) and 3(i)(C) and (D), which wehave concluded are either (i) not applicable to the servicing of the mortgage loans included in the Platform Transactions (each, a “MortgageLoan”), or (ii) performed by other parties with respect to the Mortgage Loans (such criteria, after giving effect to the foregoing exceptions, the“Applicable Servicing Criteria”). The transactions covered by this Servicer’s Assessment are those securitizations of pools of mortgage loansthat were completed on or after January 1, 2006 and prior to January 1, 2007 for which the Asserting Party performed servicing functions setforth in Item 1122(d), that included one or more classes of publicly offered securities registered with the Securities and Exchange Commissionpursuant to the Securities Act of 1933, and for which the Asserting Party has an obligation to deliver an Assessment of Compliance pursuantto Item 1122 (the “Platform Transactions”).
The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period, using the ApplicableServicing Criterion, and has concluded that it has complied in all material respects with the Applicable Servicing Criteria with respect to theMortgage Loans.
Deloitte & Touche LLP, a registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment ofcompliance with the Applicable Servicing Criteria for the Reporting Period.
Dated: March 14, 2007
WASHINGTON MUTUAL BANK
By: ___/s/ H. John BerensName: H. John BerensTitle: Senior Vice President
Washington Mutual Mortgage Securities Corp. (the “Asserting Party”) is responsible for assessing compliance as of December 31,2006 and for the period from January 1, 2006 through December 31, 2006 (the “Reporting Period”) of the Platform Transactions (as definedbelow) with the servicing criteria set forth in Item 1122(d) of Regulation AB (12 CFR part 229.1122) (“Item 1122(d)”), except the followingcriteria 1122 (d)(1)(iii), 1122 (d)(2)(i), 1122 (d)(2)(iii)-(iv), 1122 (d)(2)(vi), 1122 (d)(3)(i)(C), 1122 (d)(4)(i)-(iv), and 1122 (d)(4)(vi)-(xv),which we have concluded are either (i) not applicable to the servicing of the mortgage loans included in the Platform Transactions (each, a“Mortgage Loan”), or (ii) performed by other parties with respect to the Mortgage Loans (such criteria, after giving effect to the foregoingexceptions, the “Applicable Servicing Criteria”). The transactions covered by this Servicer’s Assessment are those securitizations of pools ofmortgage loans that were completed on or after January 1, 2006 and prior to January 1, 2007 for which the Asserting Party performedservicing functions set forth in Item 1122(d) and that included one or more classes of publicly offered securities registered with the Securitiesand Exchange Commission pursuant to the Securities Act of 1933 (the “Platform Transactions”).
The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period, using the ApplicableServicing Criterion, and has concluded that it has complied in all material respects with the Applicable Servicing Criteria with respect to theMortgage Loans, except that, with respect to compliance with Item 1122 (d)(2)(vii)(B), two of twelve bank statement reconciliationsexamined were not prepared within 30 calendar days after the bank statement cutoff date, but were prepared within 30 calendar days aftermonth end, which was 32 calendar days after the bank statement cutoff date.
Deloitte & Touche LLP, a registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment ofcompliance with the Applicable Servicing Criteria for the Reporting Period.
Dated: February 22, 2007
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.
By: /s/ Barbara CampbellName: Barbara CampbellTitle: First Vice President
Washington Mutual Bank fsb (the “Asserting Party”) is responsible for assessing compliance as of December 31, 2006 and for theperiod from January 1, 2006 through December 31, 2006 (the “Reporting Period”) of the Platform Transactions (as defined below) with theservicing criteria set forth in Item 1122(d) of Regulation AB (12 CFR part 229.1122), except the following criteria 1, 2, 3, 4(iii)-(xv), whichwe have concluded are either (i) not applicable to the servicing of the mortgage loans included in the Platform Transactions (each, a“Mortgage Loan”), or (ii) performed by other parties with respect to the Mortgage Loans (such criteria, after giving effect to the foregoingexceptions, the “Applicable Servicing Criteria”). The transactions covered by this Servicer’s Assessment are those securitizations of pools ofmortgage loans for which the Asserting Party performed servicing functions set forth in Item 1122(d) that were completed on or after January1, 2006 and prior to January 1, 2007, and that included one or more classes of publicly offered securities registered with the Securities andExchange Commission pursuant to the Securities Act of 1933 (the “Platform Transactions”).
The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period, using the ApplicableServicing Criterion, and has concluded that it has complied in all material respects with the Applicable Servicing Criteria with respect to theMortgage Loans.
Deloitte & Touche LLP, a registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment ofcompliance with the Applicable Servicing Criteria for the Reporting Period.
Dated: February 22, 2007
WASHINGTON MUTUAL BANK fsb
By: /s/ RichardWardellName: Richard WardellTitle: Senior Vice President
American Security Insurance Company, Standard Guaranty Insurance Company and Safeco Financial Institution Solutions, Inc. (affiliates ofAssurant Inc., collectively the “Asserting Party”) is responsible for assessing compliance as of December 31, 2006 and for the period fromJanuary 1, 2006 through December 31, 2006 (the “Reporting Period”) with the servicing criteria set forth in §1122(d)(2)(vi), §1122(d)(4)(xi)and §1122(d)(4)(xii) of Title 17, §229.1122(d) of the Code of Federal Regulations, which the Asserting Party has concluded are applicable to theinsurance escrow servicing activities it performs with respect to all mortgage loan-tracking transactions covered by this report. The transactionscovered by this report include all mortgage loan-tracking transactions for which the Asserting Party served as a Vendor on behalf of Servicersfor such asset-backed securities transactions that were registered after January 1, 2006 with the Securities and Exchange Commission pursuantto the Securities Act of 1933 (the “Platform”). The scope of the Asserting Party assertions excludes §1122(d)(4)(xii) of Title 17, §229.1122(d)of the Code of Federal Regulations, which relates to servicing activities that are performed by the Asserting Party with respect to the Platform,but are not reported on herein.
The Asserting Party has assessed its compliance with §1122(d)(2)(vi) and §1122(d)(4)(xi) ("the Applicable Servicing Criteria") for theReporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria forthe Reporting Period with respect to the Platform 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 Servicing Criteria.
The Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria for the Reporting Period.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on the assessment ofcompliance with the Applicable Servicing Criteria as of and for the Reporting Period ending December 31, 2006 as set forth in this assertion.
American Security Insurance CompanyStandard Guaranty Insurance CompanySafeco Financial Institution Solutions, Inc.
Management's Assertion on Compliance with Item 1122 Criteria
LaSalle Bank National Association (the "Asserting Party") is responsible for assessing its compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB(17 C.F.R, 229.1122(d)) set forth in the "1122 Servicing Criteria to be Addressed in Assessment of Compliance" annexed hereto as Exhibit A (the "Servicing Criteria"),
The Asserting Party has assessed the effectiveness of its compliance with the applicable Servicing Criteria for the period of January 1, 2006 through December 31, 2006 (the"Reporting Period"). In making this assessment, the Asserting Party used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of RegulationAB.
Based on such assessment, the Asserting Party believes that, for the Reporting Period, it has complied in all material respects with the servicing criteria set forth in Item 1122(d)of Regulation AB of the Securities and Exchange Commission for in the servicing activities it performs in the asset-backed securities transactions on Exhibit B, except forservicing criteria 1122(d)(l)(ii) which the Asserting Party has determined was inapplicable to the activities it performed with respect to the asset-backed securities transactions onExhibit B. For servicing criteria 1122(d)(3)(i)(A) and (B), this assertion covers only the information on the report to investors that is required by the respective transactionagreements.
Ernst and Young, an independent registered public accounting firm, has issued an attestation report with respect to management's assessment of compliance with the ServicingCriteria for the Reporting Period. The asset-backed securities transactions to which this assertion and the attestation report relate are listed on Exhibit B.
LaSalle Bank National Association
By: /s/ Barbara L. MarikName: Barbara L. MarikTitle: First Vice PresidentDate: February 28, 2007
Exhibit A
1122 Servicing Criteria
to be addressed in an Assessment of Compliance
Reg AB Reference Servicing CriteriaObligations of LaSalle Bank
National Association
General Servicing Considerations
1122(d)(1)(i)Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with thetransaction agreements.
X
1122(d)(1)(ii)If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the thirdparty’s performance and compliance with such servicing activities.
X
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.
1122(d)(1)(iv)A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout thereporting period in the amount of coverage required by and otherwise in accordance with the terms of the transactionagreements.
1122(d)(2)(i)Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no morethan two business days following receipt, or such other number of days specified in the transaction agreements.
X
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. X
1122(d)(2)(iii)Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged forsuch advances, are made, reviewed and approved as specified in the transaction agreements.
X
1122(d)(2)(iv)The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transactionagreements.
X
1122(d)(2)(v)Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. Forpurposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means aforeign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
X
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 custodialaccounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30calendar 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 forreconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such othernumber of days specified in the transaction agreements.
X
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 transactionagreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance withtimeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with theterms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and(D) agree with investors’ or the indenture trustee’s records as to the total unpaid principal balance and number of Pool Assetsserviced by the related Servicer.
X
1122(d)(3)(ii)Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms setforth in the transaction agreements.
X
1122(d)(3)(iii)Disbursements made to an investor are posted within two business days to the related Servicer’s investor records, or such othernumber of days specified in the transaction agreements.
X
1122(d)(3)(iv)Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bankstatements.
X
Pool Asset Administration
1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. X
1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements X
1122(d)(4)(iii)Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditionsor requirements in the transaction agreements.
X
1122(d)(4)(iv)
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to therelated Servicer’s obligor records maintained no more than two business days after receipt, or such other number of daysspecified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with therelated pool asset documents.
1122(d)(4)(v)The related Servicer’s records regarding the pool assets agree with the related Servicer’s records with respect to an obligor’sunpaid principal balance.
1122(d)(4)(vi)Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewedand 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 andrepossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirementsestablished by the transaction agreements.
1122(d)(4)(viii)
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with thetransaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in thetransaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phonecalls, 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 pool assets with variable rates are computed based on the related pool assetdocuments.
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 theobligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and(C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such othernumber of days specified in the transaction agreements.
1122(d)(4)(xi)
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty orexpiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has beenreceived by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transactionagreements.
1122(d)(4)(xii)Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the relatedServicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by theservicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transactionagreements.
1122(d)(4)(xv)Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, ismaintained as set forth in the transaction agreements.
Bear Stearns ABS Series 2006-1 Morgan Stanley Mtg Loan Trust Series 2006-16ARX Credit Suisse Series 2006-4 Washington Mutual Series 2006-HE3
Bear Stearns Mortgage Funding Series 2006-SL1 Morgan Stanley Mtg Loan Trust Series 2006-1AR Credit Suisse Series 2006-5 Washington Mutual Series 2006-HE4
Bear Stearns Mortgage Funding Series 2006-SL2 Morgan Stanley Mtg Loan Trust Series 2006-3AR Credit Suisse Series 2006-6 Washington Mutual Series 2006-HE5
Bear Stearns Mortgage Funding Series 2006-SL3 Morgan Stanley Mtg Loan Trust Series 2006-5AR Credit Suisse Series 2006-7 Washington Mutual WMALT 2006-AR1
Bear Stearns Mortgage Funding Series 2006-SL4 Morgan Stanley Mtg Loan Trust Series 2006-6AR Credit Suisse Series 2006-8 Washington Mutual WMALT 2006-AR2
Bear Stearns Mortgage Funding Series 2006-SL5 Morgan Stanley Mtg Loan Trust Series 2006-8AR Credit Suisse Series 2006-9 Washington Mutual WMALT 2006-AR3
Bear Stearns Mortgage Funding Series 2006-SL6 Morgan Stanley Mtg Loan Trust Series 2006-9AR Credit Suisse HEAT Series 2006-1 Washington Mutual WMALT 2006-AR4
C-BASS Series 2006-CB7 Morgan Stanley Mtg Loan Trust Series 2006-2 Credit Suisse HEAT Series 2006-3 Washington Mutual WMALT 2006-AR5
C-BASS Series 2006-CB9 Morgan Stanley Mtg Loan Trust Series 2006-7 Credit Suisse HEAT Series 2006-4 Washington Mutual WMALT 2006-AR6
Citigroup Commercial Mortgage Trust Series 2006-C4 Morgan Stanley Mtg Loan Trust Series 2006-11 Credit Suisse HEAT Series 2006-5 Washington Mutual WMALT 2006-AR7
Citigroup Commercial Mortgage Trust Series 2006-C5 Morgan Stanley Mtg Loan Trust Series 2006-12XS Credit Suisse HEAT Series 2006-6 Washington Mutual WMALT 2006-AR8
CD Commercial Mtg. Trust Series 2006-C3 Morgan Stanley Mtg Loan Trust Series 2006-13XS Credit Suisse HEAT Series 2006-7 Washington Mutual WMALT 2006-AR9
COMM Series 2006-C8 Morgan Stanley Mtg Loan Trust Series 2006-15XS Credit Suisse HEAT Series 2006-8 Washington Mutual WMALT 2006-AR10
CSFB Commercial Mtg. Trust Series 2006-C4 Morgan Stanley Mtg Loan Trust Series 2006-17XS Lehman Mortgage Trust Series 2006-1 Washington Mutual WMALT 2006-1
First Franklin MLT Series 2006-FF18 Thornburg Mtg Securities Trust Series 2006-1 Lehman Mortgage Trust Series 2006-4 Washington Mutual WMALT 2006-2
Greenwich Capital Series 2006-GG7 Thornburg Mtg Securities Trust Series 2006-2 Lehman Mortgage Trust Series 2006-5 Washington Mutual WMALT 2006-3
GE Capital Comm Mtg. Corp. Series 2006-C1 Thornburg Mtg Securities Trust Series 2006-3 Lehman Mortgage Trust Series 2006-6 Washington Mutual WMALT 2006-4
JP Morgan Series 2006-CIBC14 Thornburg Mtg Securities Trust Series 2006-4 Lehman Mortgage Trust Series 2006-7 Washington Mutual WMALT 2006-5
JP Morgan Series 2006-CIBC15 Thornburg Mtg Securities Trust Series 2006-5 Lehman Mortgage Trust Series 2006-8 Washington Mutual WMALT 2006-6
JP Morgan Series 2006-CIBC17 Thornburg Mtg Securities Trust Series 2006-6 Lehman Mortgage Trust Series 2006-9 Washington Mutual WMALT 2006-7
JP Morgan Series 2006-LDP7 ZUNI Trust Series 2006-OA1 Lehman XS Trust Series 2006-1 Washington Mutual WMALT 2006-8
JP Morgan Series 2006-LDP8 Lehman XS Trust Series 2006-3 Washington Mutual WMALT 2006-9
Non-Specific Transactions Nominal Trustee Transactions Custodian Only Transactions Paying Agent Only Transactions
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and ShareholderWashington Mutual Bank
We have examined management’s assertion, included in the accompanying Servicer’s Report on Assessment of Compliance, that WaMuAsset Acceptance Corp. (“WAAC”), a wholly owned subsidiary of Washington Mutual Bank and subsidiaries, complied with the servicingcriteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s (“SEC”) Regulation AB for the securitizations of pools ofmortgage loans that were completed on or after January 1, 2006, and prior to January 1, 2007 for which WAAC performed servicing functionsset forth in the Item 1122(d) and that included one or more classes of publicly offered securities registered with the SEC pursuant to theSecurities Act of 1933 (the “Platform”) as of and for the year ended December 31, 2006, excluding criteria 1122 (d)(1)(i)-(3)(i)(B) and1122 (d)(3)(i)(D)-(4)(xv), which management has determined are not applicable to the activities performed by WAAC with respect to thePlatform. Management is responsible for WAAC’s compliance with the servicing criteria. Our responsibility is to express an opinion onmanagement’s assertion about WAAC’s compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified PublicAccountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a testbasis, evidence about WAAC’s compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activitiesrelated to the Platform, determining whether WAAC performed those selected activities in compliance with the servicing criteria during thespecified period and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited toselected servicing activities performed by WAAC during the period covered by this report and, accordingly, such samples may not haveincluded servicing activities related to each specific asset-backed transaction included in the Platform. Further, an examination is not designedto detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances oramounts calculated or reported by WAAC during the period covered by this report. We believe that our examination provides a reasonablebasis for our opinion. Our examination does not provide a legal determination on WAAC’s compliance with the servicing criteria.
In our opinion, management’s assertion that WAAC complied with the aforementioned applicable servicing criteria as of and for the yearended December 31, 2006 for the Platform is fairly stated, in all material respects.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and ShareholderWashington Mutual Bank
We have examined management’s assertion, included in the accompanying Servicer’s Report on Assessment of Compliance, that WashingtonMutual Bank and subsidiaries (the “Company”) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and ExchangeCommission’s (“SEC”) Regulation AB for the securitizations of pools of mortgage loans that were completed on or after January 1, 2006, andprior to January 1, 2007, for which the Company performed servicing functions set forth in Item 1122(d), that included one or more classes ofpublicly offered securities registered with the SEC pursuant to the Securities Act of 1933, and for which the Company has an obligation todeliver an Assessment of Compliance pursuant to Item 1122 (the “Platform”) as of and for the year ended December 31, 2006, excludingcriteria 1122 (d)(1)(iii) and 1122 (d)(3)(i)(C-D), which management has determined are not applicable to the activities performed by theCompany with respect to the Platform. Management is responsible for the Company’s compliance with the servicing criteria. Ourresponsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on ourexamination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified PublicAccountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a testbasis, evidence about the Company’s compliance with the applicable servicing criteria, including tests on a sample basis of the servicingactivities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicingcriteria during the specified period and performing such other procedures as we considered necessary in the circumstances. Our procedureswere limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, suchsamples may not have included servicing activities related to each specific asset-backed transaction included in the Platform. Further, anexamination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that mayhave affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that ourexamination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’scompliance with the servicing criteria.
In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for theyear ended December 31, 2006, for the Platform is fairly stated, in all material respects.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and ShareholderWashington Mutual Bank
We have examined Washington Mutual Mortgage Securities Corp.’s (“WMMSC”), a wholly owned subsidiary of Washington Mutual Bankand subsidiaries, compliance with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s (“SEC”)Regulation AB for the securitizations of pools of mortgage loans that were completed on or after January 1, 2006, and prior to January 1, 2007for which WMMSC performed servicing functions set forth in Item 1122(d) and that included one or more classes of publicly offeredsecurities registered with the SEC pursuant to the Securities Act of 1933 (the “Platform”) described in the accompanying Servicer’s Report onAssessment of Compliance as of and for the year ended December 31, 2006, excluding criteria 1122 (d)(1)(iii), 1122 (d)(2)(i), 1122 (d)(2)(iii)-(iv), 1122 (d)(2)(vi), 1122 (d)(3)(i)(C), 1122 (d)(4)(i)-(iv), and 1122 (d)(4)(vi)-(xv), which management has determined are not applicable tothe activities performed by WMMSC with respect to the Platform. Management is responsible for WMMSC’s compliance with the servicingcriteria. Our responsibility is to express an opinion on WMMSC’s compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified PublicAccountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a testbasis, evidence about WMMSC’s compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activitiesrelated to the Platform, determining whether WMMSC performed those selected activities in compliance with the servicing criteria during thespecified period and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited toselected servicing activities performed by WMMSC during the period covered by this report and, accordingly, such samples may not haveincluded servicing activities related to each specific asset-backed transaction included in the Platform. Further, an examination is not designedto detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances oramounts calculated or reported by WMMSC during the period covered by this report. We believe that our examination provides a reasonablebasis for our opinion. Our examination does not provide a legal determination on WMMSC’s compliance with the servicing criteria.
Our examination disclosed the following material noncompliance with 1122 (d)(2)(vii)(B) applicable to WMMSC during the year endedDecember 31, 2006. Two of twelve bank statement reconciliations examined were not prepared within 30 calendar days after the bankstatement cutoff date; however, they were prepared within 30 calendar days after month end, which is 32 calendar days after the bankstatement cutoff date.
In our opinion, except for the material noncompliance described in the preceding paragraph, WMMSC complied, in all material respects, withthe aforementioned applicable servicing criteria as of and for the year ended December 31, 2006 for the Platform, in all material respects.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and ShareholderWashington Mutual Bank
We have examined management’s assertion, included in the accompanying Servicer’s Report on Assessment of Compliance, that WashingtonMutual Bank fsb (“WMB fsb”), a wholly owned subsidiary of Washington Mutual Bank and subsidiaries, complied with the servicing criteriaset forth in Item 1122 (d) of the Securities and Exchange Commission’s (“SEC”) Regulation AB for the securitizations of pools of mortgageloans that were completed on or after January 1, 2006, and prior to January 1, 2007 for which WMB fsb performed servicing functions setforth in Item 1122 (d) and that included one or more classes of publicly offered securities registered with the SEC pursuant to the SecuritiesAct of 1933 (the “Platform”) as of and for the year ended December 31, 2006, excluding criteria 1122 (d)(1)(i)-(3)(iv) and1122 (d)(4)(iii)‑(4)(xv), which management has determined are not applicable to the activities performed by WMB fsb with respect to thePlatform. Management is responsible for WMB fsb’s compliance with the servicing criteria. Our responsibility is to express an opinion onmanagement’s assertion about WMB fsb’s compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified PublicAccountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a testbasis, evidence about WMB fsb’s compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activitiesrelated to the Platform, determining whether WMB fsb performed those selected activities in compliance with the servicing criteria during thespecified period and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited toselected servicing activities performed by WMB fsb during the period covered by this report and, accordingly, such samples may not haveincluded servicing activities related to each specific asset-backed transaction included in the Platform. Further, an examination is not designedto detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances oramounts calculated or reported by WMB fsb during the period covered by this report. We believe that our examination provides a reasonablebasis for our opinion. Our examination does not provide a legal determination on WMB fsb’s compliance with the servicing criteria.
In our opinion, management’s assertion that WMB fsb complied with the aforementioned applicable servicing criteria as of and for the yearended December 31, 2006 for the Platform is fairly stated, in all material respects.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Assurant, Inc.:
We have examined management’s assertion, included in the accompanying management's Report on Assessment of Compliance with1122(d)(2)(vi) and 1122(d)(4)(xi) of Regulation AB Servicing Criteria, that American Security Insurance Company, Standard GuarantyInsurance Company and Safeco Financial Institution Solutions, Inc. (affiliates of Assurant Inc., collectively the "Asserting Party") compliedwith the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for all mortgage loan-tracking transactions for which the Asserting Party served as a Vendor on behalf of Servicers for such asset-backed securities transactions thatwere registered after January 1, 2006 with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Platform"), asof December 31, 2006 and for the year then ended, excluding (i) criteria 1122(d)(1)(i) through 1122 (d)(1)(iv), 1122 (d)(2)(i) through1122(d)(2)(v), 1122(d)(2)(vii), 1122(d)(3)(i) through 1122(d)(3)(iv), 1122(d)(4)(i) through 1122(d)(4)(x) and 1122(d)(4)(xiii) through1122(d)(4)(xv), which the Asserting Party has determined are not applicable to the activities performed by it with respect to the Platform and(ii), criterion 1122(d)(4)(xii), which relates to servicing activities that are applicable to the Platform, but are excluded from the scope ofmanagement’s assertion and are not reported on herein. Management is responsible for the Company's compliance with the servicing criteria.Our responsibility is to express an opinion on management's assertion based on our examination.
Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and,accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria andperforming such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backedtransactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whetherthe Company processed those selected transactions and performed those selected activities in compliance with the applicable servicingcriteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the periodcovered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to orsubsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered bythis report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legaldetermination on the Company’s compliance with the servicing criteria.
In our opinion, management’s assertion that the Asserting Party complied with the aforementioned applicable servicing criteria as of and forthe year ended December 31, 2006 for the Platform is fairly stated, in all material respects.
Report of Independent Registered Public Accounting Firm
We have examined management’s assertion, included in the accompanying Management’s Assertion on Compliance with Item 1122 Criteria,that LaSalle Bank National Association (“LBNA” or “the Company”), a wholly owned subsidiary of LaSalle Bank Corporation, compliedwith the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for all new Asset BackedSecurities, Commercial Mortgage Backed Securities and Residential Mortgage Backed Securities securitization trust transactions subsequentto January 1, 2006, to the extent subject to Regulation AB for which LBNA is trustee (“the Platform”), as of and for the year ended December31, 2006, except for those criteria which the Company has determined are not applicable to the activities performed by them with respect tothe Platform covered by this report. See Exhibit A of management’s assertion for a list of servicing criteria determined by the Company to beapplicable to the activities performed by them with respect to the Platform. As indicated in the Management’s Assertion on Compliance withItem 1122 Criteria, management’s assertion for servicing criteria 1122(d)(3)(i)(A) and (B) covers only the information in reports to investorsthat is specifically required by the respective transaction agreements, and not to any additional information included in reports to investors thatis not required by the respective transaction agreements. Management is responsible for the Company’s compliance with the servicing criterialisted in Exhibit A. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicingcriteria based on our examination.
Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and,accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria andperforming such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of theindividual mortgage transactions and securities that comprise the platform, testing of less than all of the servicing activities related to thePlatform, and determining whether the Company processed those selected transactions and performed those selected activities in compliancewith the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by theCompany during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred eitherprior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the periodcovered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis forour opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year endedDecember 31, 2006 for the Platform, is fairly stated, in all material respects.
OFFICER’S CERTIFICATEANNUAL STATEMENT OF COMPLIANCE
I, H. John Berens, an authorized officer of Washington Mutual Bank (the “Servicer”), do hereby certify to WaMu Asset AcceptanceCorp. (the “Depositor”), pursuant to the Pooling and Servicing Agreement dated as of September 1, 2006 (as amended, the “ServicingAgreement”) by and between the Depositor, the Servicer, LaSalle Bank, National Association, as Trustee, and Christiana Bank & TrustCompany, as Delaware Trustee, the following with respect to Washington Mutual Mortgage Pass-Through Certificates WMALT Series2006-8 Trustfor the 2006 fiscal year (the “Relevant Year”):
1. A review of the activities of the Servicer during the Relevant Year and of performance under the Servicing Agreement has beenmade under my supervision.
2. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the ServicingAgreement in all material respects throughout the Relevant Year.
Dated as of February 22, 2007.
/s/ H. John Berens
___________________________________________Name: H. John BerensTitle: Senior Vice President
OFFICER’S CERTIFICATEANNUAL STATEMENT OF COMPLIANCE
I, Barbara Campbell, an authorized officer of Washington Mutual Mortgage Securities Corp. (the “Administrative Agent”), do herebycertify to WaMu Asset Acceptance Corp. (the “Depositor”) and Washington Mutual Bank (the “Servicer”), pursuant to the Amended andRestated Administrative Agent Agreement dated as of February 1, 2005 (the “Servicing Agreement”) by and between the Servicer, and theAdministrative Agent the following with respect to Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-8 Trustforthe 2006 fiscal year (the “Relevant Year”):
1. A review of the activities of the Servicer during the Relevant Year and of performance under the Servicing Agreement has beenmade under my supervision.
2. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the ServicingAgreement in all material respects throughout the Relevant Year.
Dated as of February 22, 2007.
/s/ Barbara Campbell________________Name: Barbara CampbellTitle: First Vice President
