Exhibit 33.2

 

 

 

ASSESSMENT OF COMPLIANCEWITH THE APPLICABLE SERVICING CRITERIA

 

Corporate Trust Servicesdivision of Wells Fargo Bank, National Association (the "Company") is responsible for assessing compliance with theservicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. The Companyhas 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 theU.S. government (other than the Federal Deposit Insurance Company) or any government sponsored entity, and further excluding thetransactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by RegulationAB) (the "Platform").

 

Applicable ServicingCriteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements, orrequired by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the followingcriteria: 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 tothe Platform ("the Applicable Servicing Criteria").

 

Period: As ofand for the twelve months ended December 31, 2011 (the "Period").

 

Third parties classifiedas vendors: With respect to servicing criterion 1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform CommercialCode 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 portionof the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation FinanceManual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). The Company has policies and proceduresin place to provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criterionapplicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation17.06 for the vendor and related criterion.

 

With respect to the Platformand the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria:

 

1. The Company is responsiblefor assessing its compliance with the Applicable Servicing Criteria.

 

2. The Company has assessedcompliance with the Applicable Servicing Criteria, including servicing criterion for which compliance is determined based on Interpretation17.06 as described above. In performing this assessment, management used the criteria set forth by the Securitiesand 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 hereto.

 

4. Schedule B heretoincludes Management’s discussion of the exceptions noted in Schedule A, including remediation efforts taken by the Company.

 

KPMG LLP, an independentregistered public accounting firm, has issued an attestation report on the Company's compliance with the Applicable Servicing Criteriafor the Period.

 

 

WELLS FARGO BANK, NationalAssociation

By: /s/ Brian Bartlett

Its: Executive Vice President

Dated: February 27, 2012

 

Schedule A

 

**Material Instancesof Noncompliance by the Company**

 

Management’sassessment 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 withservicing criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as follows:

 

•	Withrespect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordancewith the terms specified in the transaction agreements.

 

•	Withrespect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordancewith timeframes, distribution priority and other terms set forth in the transaction agreements.

 

Schedule B

 

**Management’sDiscussion on Material Instances of Noncompliance by the Company**

 

Disclosure: Duringthe Period, (i) certain amounts allocated and remitted to investors were not calculated in accordance with the terms specifiedin the transaction agreements, and (ii) certain reports to investors did not provide information calculated in accordance withthe terms specified in the transaction agreements with respect to waterfall calculations and/or reporting disclosures. As partof its assessment of compliance with the Applicable Servicing Criteria, Management identified that in certain instances the materialnoncompliance reported in Schedule A hereto was attributable to errors in the models impacting payments to investors and reportingdisclosures, including those for a subset of RMBS transactions in the Platform that contain multi-group features, herein referredto as “Subject Transactions.” As Management has determined the modeling errors for Subject Transactions to be the mostsignificant issue resulting in material instances of noncompliance, Management’s analysis of this issue’s impact onthe Platform for the Period is described below in the “Scope.”

 

Scope: Managementreviewed all of the distributions to investors during the Period for the Subject Transactions and all of the models used to preparereports 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 referredto 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-tenthof one percent (0.1%) of the number of tranches in the Platform as of December 31, 2011, (iii) there were 17 Subject Transactionswith Disclosed Errors comprising less than one percent (1%) of the total number of transactions in the Platform as of December31, 2011, and (iv) 340 of the Subject Transactions, including those transactions with Disclosed Errors, required model revisions.

 

Remediation: Foreach of the instances of material noncompliance identified by Management, including Subject Transactions, adjustments have beenmade to the waterfall models, as applicable so that the models, in all material respects, are expected to prepare the investorreports in accordance with the terms specified in the transaction agreements. Revisions also have been made so that the investorreports 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.