ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services
division of Wells Fargo Bank, National Association (the Company) is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.
The Company has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain
privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company
provides master servicing, trustee, securities administration or paying agent services, excluding any such securities issued by any agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Company) or any government
sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the Platform).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction
agreements, or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix),
1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which Management has determined are not applicable to the activities the Company performs with respect to the Platform (the Applicable Servicing Criteria).
Period: As of and for the twelve months ended December 31, 2011 (the Period).
Third parties classified as vendors: With respect to servicing criterion 1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform
Commercial Code filing functions required by the servicing criterion. The Company has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Company elects to take
responsibility for assessing compliance with the portion of the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations
(Interpretation 17.06). The Company has policies and procedures in place to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criterion applicable to the vendor. The Company
is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion.
With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing
1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria, including the servicing criterion for which compliance is determined based
on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria, except as described in Schedule A
4. Schedule B hereto includes Managements discussion of the exceptions noted in Schedule A, including remediation efforts taken
by the Company.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the Companys compliance
with the Applicable Servicing Criteria for the Period.
|WELLS FARGO BANK, National Association|
/s/ Brian Bartlett
||Executive Vice President|
||February 27, 2012|
Material Instances of Noncompliance by the Company
Managements assessment of
compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2011 and for the Period, disclosed that material noncompliance
occurred with servicing criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as follows:
With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the
terms specified in the transaction agreements.
With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction agreements.
Managements Discussion on Material Instances of Noncompliance by the Company
Disclosure: During the Period, (i) certain amounts allocated and remitted to investors were not calculated in accordance with the terms
specified in the transaction agreements, and (ii) certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements with respect to waterfall calculations and/or reporting
disclosures. As part of its assessment of compliance with the Applicable Servicing Criteria, Management identified that in certain instances the material noncompliance reported in Schedule A hereto was attributable to errors in the models impacting
payments to investors and reporting disclosures, including those for a subset of RMBS transactions in the Platform that contain multi-group features, herein referred to as Subject Transactions. As Management has determined the modeling
errors for Subject Transactions to be the most significant issue resulting in material instances of noncompliance, Managements analysis of this issues impact on the Platform for the Period is described below in the Scope.
Scope: Management reviewed all of the distributions to investors during the Period for the Subject Transactions and all of the models
used to prepare reports to investors for the Subject Transactions and determined that (i) the total dollar amount of payment errors in excess of $5,000 for any particular distribution during the Period when aggregating the payment errors for
each affected CUSIP, herein referred to as Disclosed Errors, for the Subject Transactions represented approximately one one-thousandth of one percent (.001%) of the total dollar amount allocated and remitted to investors in all
transactions across the Platform during the Period, (ii) the tranches with payment errors above $200 for the Subject Transactions with Disclosed Errors comprised less than one-tenth of one percent (0.1%) of the number of tranches in the
Platform as of December 31, 2011, (iii) there were 17 Subject Transactions with Disclosed Errors comprising less than one percent (1%) of the total number of transactions in the Platform as of December 31, 2011, and (iv) 340
of the Subject Transactions, including those transactions with Disclosed Errors, required model revisions.
Remediation: For each of
the instances of material noncompliance identified by Management, including Subject Transactions, adjustments have been made to the waterfall models, as applicable so that the models, in all material respects, are expected to prepare the investor
reports in accordance with the terms specified in the transaction agreements. Revisions also have been made so that the investor reports associated with the instances of material noncompliance are expected to provide information that is, in all
material respects, calculated in accordance with the terms specified in the transaction agreements.