Item 1. Business.
Not Applicable.
Item 1A.
Item 1A. Risk Factors.
Not Applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Not Applicable.
Item 3.
Item 3. Legal Proceedings.
Not Applicable.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Not Applicable.
Item 6.
Item 6. Selected Financial Data.
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not Applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not Applicable.
Item 9A(T). Controls and Procedures.
Not Applicable.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Not Applicable.
Item 11.
Item 11. Executive Compensation.
Not Applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not Applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Not Applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not Applicable.
PART IV
ADDITIONAL DISCLOSURE ITEMS PURSUANT TO GENERAL INSTRUCTION J
Item 1112(b) of Regulation AB: Significant Obligor Financial Information
None.
Item 1114(b)(2) and Item 1115(b) of Regulation AB: Significant Enhancement Provider Financial Information
None
Item 1117 of Regulation AB: Legal Proceedings
None.
Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions
Previously disclosed in Prospectus Supplement filed as of date June 22, 2006 pursuant to Rule 424 of the Securities Act of 1933, as amended.
Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria
(a) See Exhibits 33.1 through 33.5 and 34.1 though 34.5
(b) On October 1, 2006, The Bank of New York acquired portions of JPMorgan Chase Bank, National Association's corporate trust business. Through this acquisition The Bank of New York became the successor in interest to JPMorgan Chase Bank, National Association as Securities Administrator for the Issuing Entity and J.P. Morgan Trust Company, National Association as Custodian for the Issuing Entity. For the period October 1, 2006 through December 31, 2006, The Bank of New York performed certain of the activities as Securities Administrator on behalf of the Issuing Entity under the name JPMorgan Chase Bank, National Association pursuant to the agreements covering the acquisition of the corporate trust business from JPMorgan Chase Bank, National Association.
(c) JPMorgan Chase Bank, N.A. has reported material noncompliance with applicable servicing criteria. JPMorgan Chase Bank, N.A.'s report on assessment of compliance is attached as Exhibit 33.4.
Item 1123 of Regulation AB, Servicer Compliance Statement
See Exhibits 35.1 through 35.2.
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
(1) Not Applicable.
(2) Not Applicable.
(3) The following documents are included as part of, or incorporated by reference to, this annual report.
Exhibit No.
4.1 Pooling and Servicing Agreement (filed as an Exhibit to Form 8-K on July 13, 2006 and incorporated by reference herein) 4.2 ISDA Master Agreement, Schedule to Master Agreement and Swap Confirmation (filed as an exhibit to Form 8-K/A on December 28, 2006 and incorporated by reference herein) 31.1 Rule 13a-14(d)/15d-14(d) Certification 33.1 JPMorgan Chase Bank, N.A.'s Report on Assessment of Compliance with Servicing Criteria 33.2 Chase Home Finance LLC's Report on Assessment of Compliance with Servicing Criteria 33.3 Management's Assertion of Compliance with Regulation AB Criteria The Bank of New York 33.4 Management's Assertion of Compliance with Regulation AB Criteria JPMorgan Chase Bank, N.A. 33.5 Management's Report on Assessment of Compliance with Applicable Servicing Criteria - J.P. Morgan Trust Company, N.A. 34.1 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.) 34.2 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for Chase Home Finance LLC) 34.3 Report of Independent Registered Public Accounting Firm (Ernst & Young LLP for The Bank of New York) 34.4 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.) 34.5 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for J.P. Morgan Trust Company, N.A.) 35.1 Servicer Compliance Statement of JPMorgan Chase Bank, N.A. 35.2 Subservicer Compliance Statement of Chase Home Finance LLC
(b) The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed in the Exhibit Index that immediately follows the signature page hereof.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
J.P. Morgan Mortgage Acquisition Trust 2006-WMC2
By: J.P. Morgan Acceptance Corporation I , as Depositor
By: /s/ Brian Bernard --------------------------------------- Name: Brian Bernard Title: President Date: March 30, 2007
EXHIBIT INDEX
Exhibit No.
4.1 Pooling and Servicing Agreement (filed as an Exhibit to Form 8-K on July 13, 2006 and incorporated by reference herein)
4.2 ISDA Master Agreement, Schedule to Master Agreement and Swap Confirmation (filed as an exhibit to Form 8-K/A on December 28, 2006 and incorporated by reference herein)
31.1 Rule 13a-14(d)/15d-14(d) Certification
33.1 JPMorgan Chase Bank, N.A.'s Report on Assessment of Compliance with Servicing Criteria
33.2 Chase Home Finance LLC's Report on Assessment of Compliance with Servicing Criteria
33.3 Management's Assertion of Compliance with Regulation AB Criteria The Bank of New York
33.4 Management's Assertion of Compliance with Regulation AB Criteria JPMorgan Chase Bank, N.A.
33.5 Management's Report on Assessment of Compliance with Applicable Servicing Criteria - J.P. Morgan Trust Company, N.A.
34.1 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.)
34.2 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for Chase Home Finance LLC)
34.3 Report of Independent Registered Public Accounting Firm (Ernst & Young LLP for The Bank of New York)
34.4 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.)
34.5 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP for J.P. Morgan Trust Company, N.A.)
35.1 Servicer Compliance Statement of JPMorgan Chase Bank, N.A.
35.2 Subservicer Compliance Statement of Chase Home Finance LLC
EX-31.1
Rule 13a-14(d)/15d-14(d) Certification
I, Brian Bernard, the President of the Depositor, certify that:
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 this report on Form 10-K of J.P. Morgan Mortgage Acquisition Trust 2006-WMC2 (the "Exchange Act periodic reports");
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or 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 the period 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 except as disclosed in the Exchange Act periodic reports, the Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed 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 the information provided to me by the following unaffiliated parties: the Trustee, the Servicer and the Securities Administrator.
By: /s/ Brian Bernard ------------------------------------- Name: Brian Bernard Title: President J.P. Morgan Acceptance Corporation I Date: March 30, 2007
EX-33.1
CHASE
Management's Report on Assessment of Compliance with Applicable Servicing Criteria
JPMorgan Chase Bank, National Association (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"), with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), excluding the inapplicable servicing criteria as set forth in Appendix A hereto (such criteria, after giving effect to the exclusions identified in Exhibit A, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform").
The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) to access the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on our assessment of compliance with the Applicable Servicing Criteria for as of December 31, 2006 and for the Reporting Period as set forth in this report.
JPMorgan Chase Bank, National Association
Signed: /s/ David Lowman - ----------------------------- Name: David Lowman Title: Executive Vice President Date: 02/26/2007
APPENDIX A
EX-33.2
CHASE
Management's Report on Assessment of Compliance with Applicable Servicing Criteria
Chase Home Finance LLC (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"), with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), excluding the inapplicable servicing criteria as set forth in Appendix A hereto (such criteria, after giving effect to the exclusions identified in Exhibit A, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform").
The Asserting Party has engaged certain vendors (the "Vendors") to perform specific and limited activities or activities scripted by the Asserting Party as of and during the Reporting Period, and the Asserting Party elects to take responsibility for assessing compliance with the Applicable Servicing Criteria or portion of the servicing criteria applicable to such Vendors as set forth in Exhibit A hereto (such criteria, the "Applicable Vendor Servicing Criteria").
The Asserting Party (i) has not identified and is not aware of any material instance of noncompliance by the Vendors with the Applicable Vendor Servicing Criteria and (ii) has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the Applicable Vendor Servicing Criteria as of December 31, 2006 and for the Reporting Period.
The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) to access the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on the assessment of compliance with the Applicable Servicing Criteria for as of December 31, 2006 and for the Reporting Period as set forth in this report.
Chase Home Finance LLC
Signed: /s/ Kim Greaves Signed: /s/ Jim Miller - ----------------------------- ---------------------- Name: Kim Greaves Name: Jim Miller Title: Senior Vice President Title: Senior Vice President Date: 02/26/2007 Date: 02/26/2007
APPENDIX A
EX-33.3
ASSERTION OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
The Bank of New York and The Bank of New York Trust Company, N.A. (collectively, the "Company") provides this platform-level assessment of compliance with the servicing criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.
Management has determined that the following servicing criteria are applicable in regards to the following servicing platform for the following period:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other mortgage-related asset-backed securities issued on or after January 1, 2006 (and like-kind transactions issued prior to January 1, 2006) for which the Company provides trustee, securities administration, paying agent or custodial services. The platform includes like kind transactions for which the Company provided trustee, securities administrator, paying agent or custodial services as a result of the Company's acquisition as of October 1, 2006 of portions of JPMorgan Chase Bank, N.A.'s corporate trust business, including structured finance agency and trust transactions.
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except for the following criteria: 1122 (d) (1)(ii), (iii), (iv), (4) (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii) and (xiii).
Period: Twelve months ended December 31, 2006.
With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:
- - The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.
- - The Company has assessed compliance with the Applicable Servicing Criteria.
- - As of December 31, 2006 and for the Period, the Company was in material compliance with the Applicable Servicing Criteria.
Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance.
The Bank of New York The Bank of New York The Bank of New York Trust The Bank of New York Trust Company, N.A. Company, N.A.
By: /s/ Robert L. Griffin By: /s/ Patrick J. Tadie ---------------------- ---------------------- Robert L. Griffin Patrick J. Tadie Authorized Signer Authorized Signer
March 1, 2007
EX-33.4
JPMorgan Chase
Management's Report on Assessment of Compliance with Applicable Servicing Criteria
JPMorgan Chase Bank, National Association (the "Asserting Party") is responsible for assessing compliance as of September 30, 2006 and for the period from January 1, 2006 through September 30, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122 (d) of the Code of Federal Regulations (the "CFR"), to the extent required by the related transaction agreements and excluding the criteria set forth in 17 CFR 229.1122(d) (1)(ii)-(iv), (2)(iii), (2)(vi), (4)(i)-(ii), and (4)(iv)-(xiv) which the Asserting Party has concluded are not applicable to the activities it performs with respect to the asset-backed securitization transactions covered by this report (such criteria, after giving effect to the exclusions identified above, the "Applicable Servicing Criteria"). This report covers certain asset-backed securities transactions backed by residential mortgages, home equity loans, auto loans, credit card receivables, dealer floor plans, retail installment contracts and manufactured housing contracts for which transactions the Asserting Party performs the Applicable Servicing Criteria as trustee, securities administrator or paying agent that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the reporting period (the "Platform"), as listed in Appendix A.
The Asserting Party has (i) used the criteria set forth in 17 CFR 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) concluded that, other than as identified on Appendix B, the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of September 30, 2006 and for the Reporting Period with respect to the Platform, taken as a whole.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform, stating that the Asserting Party has complied with the Applicable Servicing Criteria, except for material instances of non-compliance identified on Appendix B, as of September 30, 2006 and for the Reporting Period.
JPMorgan Chase Bank, National Association
/s/ Kelly A. Mathieson - ----------------------- Kelly A. Mathieson, Managing Director Date: March 14, 2007
- -------------------------------------------------------------------------------- Appendix A - -------------------------------------------------------------------------------- BA Master Credit Card Trust II Capital Auto Receivables Asset Trust 2006-1 Capital One Auto Finance Trust 2006-A Capital One Auto Finance Trust 2006-B Capital One Prime Auto Receivables Trust, 2006-1 Centex Home Equity Loan Trust 2006-A Chase Auto Owner Trust 2006-A Chase Auto Owner Trust 2006-B Chase Credit Card Master Trust, Series 1996-2 (Class A and B) Chase Credit Card Master Trust, Series 1996-3 (Class A and B) Chase Credit Card Master Trust, Series 2001-1 Chase Credit Card Master Trust, Series 2001-2 Chase Credit Card Master Trust, Series 2001-4 Chase Credit Card Master Trust, Series 2001-6 Chase Credit Card Master Trust, Series 2002-1 Chase Credit Card Master Trust, Series 2002-3 Chase Credit Card Master Trust, Series 2002-5 Chase Credit Card Master Trust, Series 2002-7 Chase Credit Card Master Trust, Series 2003-1 Chase Credit Card Master Trust, Series 2003-2 Chase Credit Card Master Trust, Series 2003-3 Chase Credit Card Master Trust, Series 2003-4 Chase Credit Card Master Trust, Series 2003-5 Chase Credit Card Master Trust, Series 2003-6 Chase Credit Card Master Trust, Series 2004-1 Chase Credit Card Master Trust, Series 2004-2 Chase Mortgage Finance Trust Series 2006-A1 Chase Mortgage Finance Trust Series 2006-S1 Chase Mortgage Finance Trust Series 2006-S2 ChaseFlex Trust Series 2006-1 ChaseFlex Trust Series 2006-2 Citigroup Mortgage Loan Trust 2006-CB3 CNH Equipment Trust 2006-A CNH Equipment Trust 2006-B CWHEQ Revolving Home Equity Loan Trust, Series 2006- F CWHEQ Revolving Home Equity Loan Trust, Series 2006-A CWHEQ Revolving Home Equity Loan Trust, Series 2006-B CWHEQ Revolving Home Equity Loan Trust, Series 2006-C CWHEQ Revolving Home Equity Loan Trust, Series 2006-D CWHEQ Revolving Home Equity Loan Trust, Series 2006-E CWHEQ Revolving Home Equity Loan Trust, Series 2006-G CWHEQ Revolving Home Equity Loan Trust, Series 2006-H DaimlerChrysler Auto Trust-2006-A Ford Credit Floorplan Master Owner Trust A, Series 2006-3 Ford Credit Floorplan Master Owner Trust A, Series 2006-4 GMACM Home Equity Loan Trust 2006-HE1 GMACM Home Equity Loan Trust 2006-HE2 GMACM Home Equity Loan Trust 2006-HE3 GMACM Home Equity Loan Trust 2006-HE4 GMACM Home Loan Trust 2006-HLTV1 GMACM Mortgage Loan Trust 2006-AR2 GS Auto Loan Trust 2006-1 GSAA Home Equity Trust 2006-1 GSAA Home Equity Trust 2006-12 GSAA Home Equity Trust 2006-3 GSAA Home Equity Trust 2006-5 GSAA Home Equity Trust 2006-6 GSAA Home Equity Trust 2006-9 GSR Mortgage Loan Trust 2006-4F Honda Auto Receivables 2006-1 Owner Trust IXIS Real Estate Capital Trust 2006-HE1 IXIS Real Estate Capital Trust 2006-HE2 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE1 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE2 J.P. Morgan Mortgage Acquisition Corp. 2006-HE1 J.P. Morgan Mortgage Acquisition Corp. 2006-WMC1 J.P. Morgan Mortgage Acquisition Trust 2006-ACC1 J.P. Morgan Mortgage Acquisition Trust 2006-CW1 J.P. Morgan Mortgage Acquisition Trust 2006-HE2 J.P. Morgan Mortgage Acquisition Trust 2006-NC1 J.P. Morgan Mortgage Acquisition Trust 2006-NC2 J.P. Morgan Mortgage Acquisition Trust 2006-RM1 J.P. Morgan Mortgage Acquisition Trust 2006-WMC2 J.P. Morgan Mortgage Acquisition Trust 2006-WMC3 Nationstar Home Equity Loan Trust 2006-B Newcastle Mortgage Securities Trust 2006-1 NovaStar Mortgage Funding Trust, Series 2006-1 NovaStar Mortgage Funding Trust, Series 2006-2 NovaStar Mortgage Funding Trust, Series 2006-3 NovaStar Mortgage Funding Trust, Series-2006-MTA1 Origen Manufactured Housing Contract Trust 2006-A Ownit Mortgage Loan Trust, Series 2006-1 Trust Popular ABS Mortgage Pass-Through Trust 2006-A Popular ABS Mortgage Pass-Through Trust 2006-B Popular ABS Mortgage Pass-Through Trust 2006-C Popular ABS Mortgage Pass-Through Trust 2006-D RAAC Series 2006-SP1 Trust RAAC Series 2006-SP2 Trust RAAC Series 2006-SP3 Trust RAMP Series 2006-RS1 Trust RAMP Series 2006-RS2 Trust RAMP Series 2006-RS3 Trust RAMP Series 2006-RS4 Trust RAMP Series 2006-RS5 Trust RAMP Series 2006-RZ1 Trust RAMP Series 2006-RZ2 Trust RAMP Series 2006-RZ3 Trust RAMP Series 2006-RZ4 Trust RFMSII Series 2006-HSA1 Trust The Home Equity Loan Trust 2006-HSA2 The Home Equity Loan Trust 2006-HSA3 The Home Equity Loan Trust 2006-HSA4 The Home Equity Loan Trust 2006-HSA5 The Home Loan Trust 2006-HI1 The Home Loan Trust 2006-HI2 The Home Loan Trust 2006-HI3 The Home Loan Trust 2006-HI4 USAA Auto Owner Trust 2006-1 USAA Auto Owner Trust 2006-2
- -------------------------------------------------------------------------------- APPENDIX B - -------------------------------------------------------------------------------- Material Instances of Noncompliance
During the Reporting Period, the Company has identified the following material instances of noncompliance with the Applicable Servicing Criteria.
CFR Item 1122(d)(3)(i): Certain monthly investor reports omitted information required by the transaction agreements and/or contained errors in the information presented.
CFR Item 1122(d)(3)(ii): Certain monthly investor distributions contained errors as to amounts due to certain investors.
Remediation Efforts
Errors and omissions were corrected and appropriate measures were taken to avoid similar errors and omissions.
JPMorgan Chase
Management's Report on Assessment of Compliance with Applicable Servicing Criteria
JPMorgan Chase Bank, National Association (the "Asserting Party") is responsible for assessing compliance as of October 1, 2006 and for the period from October 1, 2006 through December 31, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122 (d) of the Code of Federal Regulations (the "CFR"), to the extent required by the related transaction agreements excluding the criteria set forth in 17 CFR 229.1122(d) (1)(i)-(iv), (2)(i)-(vi), (3)(i)-(iv), and (4)(i)-(xv), which the Asserting Party has concluded are not applicable to the activities it performs with respect to the asset-backed securitization transactions covered by this report (such criteria, after giving effect to the exclusions identified above, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by residential mortgages and home equity loans, auto loans, credit cards, dealer floor plans, retail installment contracts and manufactured housing contracts for which transactions the Asserting Party performs the applicable servicing criteria, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were either (1) issued during the calendar year ending December 31, 2006 or (2) issued prior to the calendar year ending December 31, 2006 and remain subject to the reporting requirements under the Securities and Exchange Act of 1934, as amended (the "Platform"), as listed in Appendix A.
The Asserting Party has (i) used the criteria set forth in 17 CFR 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform, taken as a whole.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform, on our assessment of compliance with the Applicable Servicing Criteria as of December 31, 2006 and for the Reporting Period as set forth in this report.
JPMorgan Chase Bank, National Association
/s/ Brian Goldman - ------------------ Brian Goldman, Senior Vice President
Date: March 12, 2007
- -------------------------------------------------------------------------------- Appendix A - -------------------------------------------------------------------------------- BA Master Credit Card Trust II Capital Auto Receivables Asset Trust 2006-1 Capital Auto Receivables Asset Trust 2006-2 Capital One Auto Finance Trust 2006-A Capital One Auto Finance Trust 2006-B Capital One Auto Finance Trust 2006-C Capital One Prime Auto Receivables Trust 2006-2 Capital One Prime Auto Receivables Trust, 2006-1 Centex Home Equity Loan Trust 2006-A Chase Auto Owner Trust 2006-A Chase Auto Owner Trust 2006-B Chase Credit Card Master Trust, Series 1996-2 (Class A and B) Chase Credit Card Master Trust, Series 1996-3 (Class A and B) Chase Credit Card Master Trust, Series 2001-1 Chase Credit Card Master Trust, Series 2001-2 Chase Credit Card Master Trust, Series 2001-4 Chase Credit Card Master Trust, Series 2001-6 Chase Credit Card Master Trust, Series 2002-1 Chase Credit Card Master Trust, Series 2002-3 Chase Credit Card Master Trust, Series 2002-5 Chase Credit Card Master Trust, Series 2002-7 Chase Credit Card Master Trust, Series 2003-1 Chase Credit Card Master Trust, Series 2003-2 Chase Credit Card Master Trust, Series 2003-3 Chase Credit Card Master Trust, Series 2003-4 Chase Credit Card Master Trust, Series 2003-5 Chase Credit Card Master Trust, Series 2003-6 Chase Credit Card Master Trust, Series 2004-1 Chase Credit Card Master Trust, Series 2004-2 Chase Mortgage Finance Trust Series 2006-A1 Chase Mortgage Finance Trust Series 2006-S1 Chase Mortgage Finance Trust Series 2006-S2 Chase Mortgage Finance Trust Series 2006-S3 Chase Mortgage Finance Trust Series 2006-S4 ChaseFlex Trust Series 2006-1 ChaseFlex Trust Series 2006-2 Citigroup Mortgage Loan Trust 2006-CB3 CNH Equipment Trust 2006-A CNH Equipment Trust 2006-B CWHEQ Revolving Home Equity Loan Trust, Series 2006- F CWHEQ Revolving Home Equity Loan Trust, Series 2006-A CWHEQ Revolving Home Equity Loan Trust, Series 2006-B CWHEQ Revolving Home Equity Loan Trust, Series 2006-C CWHEQ Revolving Home Equity Loan Trust, Series 2006-D CWHEQ Revolving Home Equity Loan Trust, Series 2006-E CWHEQ Revolving Home Equity Loan Trust, Series 2006-G CWHEQ Revolving Home Equity Loan Trust, Series 2006-H CWHEQ Revolving Home Equity Loan Trust, Series 2006-I DaimlerChrysler Auto Trust 2006-A Ford Credit Floorplan Master Owner Trust A, Series 2006-3 Ford Credit Floorplan Master Owner Trust A, Series 2006-4 GE Equipment Midticket LLC, Series 2006-1 GMACM Home Equity Loan Trust 2006-HE1 GMACM Home Equity Loan Trust 2006-HE2 GMACM Home Equity Loan Trust 2006-HE3 GMACM Home Equity Loan Trust 2006-HE4 GMACM Home Equity Loan Trust 2006-HE5 GMACM Home Loan Trust 2006-HLTV1 GMACM Mortgage Loan Trust 2006-AR2 GS Auto Loan Trust 2006-1 GSAA Home Equity Trust 2006-1 GSAA Home Equity Trust 2006-12 GSAA Home Equity Trust 2006-3 GSAA Home Equity Trust 2006-5 GSAA Home Equity Trust 2006-6 GSAA Home Equity Trust 2006-9 GSR Mortgage Loan Trust 2006-4F Honda Auto Receivables 2006-1 Owner Trust IXIS Real Estate Capital Trust 2006-HE1 IXIS Real Estate Capital Trust 2006-HE2 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE1 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE2 J.P. Morgan Mortgage Acquisition Corp. 2006-HE1 J.P. Morgan Mortgage Acquisition Corp. 2006-WMC1 J.P. Morgan Mortgage Acquisition Trust 2006-ACC1 J.P. Morgan Mortgage Acquisition Trust 2006-CH1 J.P. Morgan Mortgage Acquisition Trust 2006-CH2 J.P. Morgan Mortgage Acquisition Trust 2006-CW1 J.P. Morgan Mortgage Acquisition Trust 2006-HE2 J.P. Morgan Mortgage Acquisition Trust 2006-HE3 J.P. Morgan Mortgage Acquisition Trust 2006-NC1 J.P. Morgan Mortgage Acquisition Trust 2006-NC2 J.P. Morgan Mortgage Acquisition Trust 2006-RM1 J.P. Morgan Mortgage Acquisition Trust 2006-WMC2 J.P. Morgan Mortgage Acquisition Trust 2006-WMC3 J.P. Morgan Mortgage Acquisition Trust 2006-WMC4 Nationstar Home Equity Loan Trust 2006-B placeCityNewcastle Mortgage Securities Trust 2006-1 NovaStar Mortgage Funding Trust, Series 2006-1 NovaStar Mortgage Funding Trust, Series 2006-2 NovaStar Mortgage Funding Trust, Series 2006-3 NovaStar Mortgage Funding Trust, Series-2006-MTA1 Origen Manufactured Housing Contract Trust 2006-A Ownit Mortgage Loan Trust, Series 2006-1 Trust Popular ABS Mortgage Pass-Through Trust 2006-A Popular ABS Mortgage Pass-Through Trust 2006-B Popular ABS Mortgage Pass-Through Trust 2006-C Popular ABS Mortgage Pass-Through Trust 2006-D Popular ABS Mortgage Pass-Through Trust 2006-E RAAC Series 2006-SP1 Trust RAAC Series 2006-SP2 Trust RAAC Series 2006-SP3 Trust RAMP Series 2006-RS1 Trust RAMP Series 2006-RS2 Trust RAMP Series 2006-RS3 Trust RAMP Series 2006-RS4 Trust RAMP Series 2006-RS5 Trust RAMP Series 2006-RZ1 Trust RAMP Series 2006-RZ2 Trust RAMP Series 2006-RZ3 Trust RAMP Series 2006-RZ4 Trust RFMSII Series 2006-HSA1 Trust The Home Equity Loan Trust 2006-HSA2 The Home Equity Loan Trust 2006-HSA3 The Home Equity Loan Trust 2006-HSA4 The Home Equity Loan Trust 2006-HSA5 The Home Loan Trust 2006-HI1 The Home Loan Trust 2006-HI2 The Home Loan Trust 2006-HI3 The Home Loan Trust 2006-HI4 USAA Auto Owner Trust 2006-1 USAA Auto Owner Trust 2006-2
EX-33.5
JPMorganChase
Management's Report on Assessment of Compliance with Applicable Servicing Criteria
J.P. Morgan Trust Company, National Association (the "Asserting Party") is responsible for assessing compliance as of September 30, 2006 and for the period from January 1, 2006 through September 30, 2006 (the "Reporting Period"), with the servicing criteria set forth in Title 17, Section 229.1122 (d) of the Code of Federal Regulations (the "CFR"), to the extent required by the related transaction agreements excluding the criteria set forth in 17 CFR 229.1122(d) (1)(i)-(iv), (2)(i)-(vii), (3)(i)-(iv), and (4)(iii)-(xv), which the Asserting Party has concluded are not applicable to the activities it performs with respect to the asset-backed securitization transactions covered by this report such criteria, after giving effect to the exclusions identified above, the "Applicable Servicing Criteria"). This report covers the asset-backed securities transactions backed by residential mortgages and home equity loans, for which transactions the Asserting Party acts as Custodian, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were issued during the Reporting Period (the "Platform"), as listed in Appendix A.
The Asserting Party has (i) used the criteria set forth in 17 CFS 229.1122(d) to assess the compliance by the Asserting Party with the Applicable Servicing Criteria for the Reporting Period and (ii) concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of September 30, 2006 and for the Reporting Period with respect to the Platform, taken as a whole.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform, on our assessment of compliance with the Applicable Servicing Criteria as of September 30, 2006 and for the Reporting Period as set forth in this report.
J.P. Morgan Trust Company, National Association, as Custodian
/s/ Kelly A. Mathieson, Managing Director - ----------------------------------------- Date: March 1, 2007
- -------------------------------------------------------------------------------- Appendix A - -------------------------------------------------------------------------------- Centex Home Equity Loan Trust 2006-A CS Mortgage Pass-Through Series Trust 2006-CF1 Trust GSAMP Trust 2006-HE1 GSAMP Trust 2006-HE3 GSAMP Trust 2006-HE4 GSAMP Trust 2006-HE5 GSAMP Trust 2006-S3 Home Equity Asset Trust 2006-1 Home Equity Asset Trust 2006-3 Home Equity Asset Trust 2006-4 Home Equity Asset Trust 2006-5 Home Equity Asset Trust 2006-6 Home Equity Mortgage Trust Series 2006-1 Home Equity Mortgage Series 2006-2 J.P. Morgan Mortgage Acquisition Corp. 2006-ACC1 J.P. Morgan Mortgage Acquisition Corp. 2006-CW1 J.P. Morgan Mortgage Acquisition Corp. 2006-CW2 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE1 J.P. Morgan Mortgage Acquisition Corp. 2006-FRE2 J.P. Morgan Mortgage Acquisition Corp. 2006-HE1 J.P. Morgan Mortgage Acquisition Corp. 2006-HE2 J.P. Morgan Mortgage Acquisition Corp. 2006-NC1 J.P. Morgan Mortgage Acquisition Corp. 2006-NC2 J.P. Morgan Mortgage Acquisition Corp. 2006-RM1 J.P. Morgan Mortgage Acquisition Corp. 2006-WMC3 J.P. Morgan Mortgage Acquisition Corp. 2006-WF1 J.P. Morgan Mortgage Acquisition Corp. 2006-WMC1 J.P. Morgan Mortgage Acquisition Corp. 2006-WMC2 Morgan Stanley Mortgage Loan Trust 2006-11 Morgan Stanley Mortgage Loan Trust 2006-1AR Morgan Stanley Mortgage Loan Trust 2006-2 Morgan Stanley Mortgage Loan Trust 2006-3AR Morgan Stanley Mortgage Loan Trust 2006-5AR Morgan Stanley Mortgage Loan Trust 2006-6AR Morgan Stanley Mortgage Loan Trust 2006-7R Morgan Stanley Mortgage Loan Trust 2006-8AR Morgan Stanley Mortgage Loan Trust 2006-9AR Nationstar Home Equity Loan Trust 2006-B Opteum Mortgage Acceptance Corp Trust 2006-1 Opteum Mortgage Acceptance Corp Trust 2006-2 Origen Manufactured Housing Contract Trust Collaterialized Notes/Series 2006-A
EX-34.1
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York, NY 10017 Telephone (646)471 3000 Facsimile (813)286 6000
Report of Independent Registered Public Accounting Firm
To the Stockholder of JPMorgan Chase Bank, National Association:
We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that JPMorgan Chase Bank, National Association (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB, as of and for the year ended December 31, 2006 (the "Reporting Period") for asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), excluding criteria 1122(d)(1)(iii); 1122(d)(2)(i), (ii), (iii), (iv), (v), (vi), (vii); 1122(d)(3)(i), (ii), (iii), (iv); 1122(d)(4)(iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xiv), (xv), which the Company has determined are not applicable to the activities performed by it with respect to the Platform. 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 and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our 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 applicable servicing criteria as of and for the year ended December 31, 2006 for the asset-backed securities transactions backed by subprime residential mortgages serviced on the LSAMS I where the related asset-backed securities were outstanding during the Reporting Period is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP - ------------------------------- February 26, 2007
EX-34.2
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York, NY 10017 Telephone (646)471 3000 Facsimile (813)266 6000
Report of Independent Registered Public Accounting Firm
To the Stockholder of Chase Home Finance LLC:
We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that Chase Home Finance LLC (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB, as of and for the year ended December 31, 2006 (the "Reporting Period"), for asset-backed securities transactions backed by subprime residential mortgages serviced on the Loan Servicing and Accounting Management System I ("LSAMS I") where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), excluding criteria 1122(d)(1)(iii), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities performed by it with respect to the Platform. 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 and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our 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 applicable servicing criteria as of and for the year ended December 31, 2006 for the asset-backed securities transactions backed by subprime residential mortgages serviced on the LSAMS I where the related asset-backed securities were outstanding during the Reporting Period is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP - ------------------------------- February 26, 2007
EX-34.3
Ernst & Young LLP Phone: (212) 772-3000 5 Times Square www.ey.com New York, New York 19936-6530
Report of Independent Registered Public Accounting Firm
Board of Directors The Bank of New York
We have examined management's assertion, included in the accompanying Management's Report on Assertion of Compliance with Applicable Servicing Criteria that The Bank of New York and The Bank of New York Trust Company, N.A., (collectively, the "Company"), complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the publicly issued (i.e. transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) residential mortgage-backed securities and other mortgage-related asset-backed securities issued on or after January 1, 2006 (and like-kind transactions issued prior to January 1, 2006) for which the Company provides trustee, securities administration, paying agent, or custodial services (the "Platform") as of and for the year ended December 31, 2006 except for criteria 1122(d)(1)(ii)-(iv), and 1122(d)(4)(iv)-(xiii), which the Company has determined are not applicable to the activities performed by them with respect to the servicing Platform covered by this report. The Platform includes like-kind transactions for which the Company provided trustee, securities administration, paying agent or custodial services as a result of the Company's acquisition as of October 1, 2006 of portions of JPMorgan Chase Bank, N.A.'s corporate trust business, including structured finance agency and trust transactions. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company'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 Public Accountants, as adopted by 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 and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual transactions and securities that comprise the platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria and as permitted by the Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our 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, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as applicable, as of and for the year ended December 31, 2006 for the Platform, is fairly stated, in all material respects.
/s/ Ernst & Young LLP - --------------------- March 1, 2007
EX-34.4
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646)471-3000 Facsimile (813)286-6000
Report of Independent Registered Public Accounting Firm
To the Board of Directors of JPMorgan Chase Bank, National Association
We have examined JPMorgan Chase Bank, National Association's (the "Company") compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB as of September 30, 2006 and for the period from January 1, 2006 to September 30, 2006 (the "Reporting Period") for the asset-backed securities transactions backed by residential mortgages, home equity loans, auto loans, credit card receivables, dealer floor plans, retail installment contracts and manufactured housing contracts that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the Reporting Period (the "Platform") described in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, excluding criteria 1122(d)(1)(ii)-(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(4)(i)-(ii), and 1122(d)(4)(iv)-(xiv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Appendix A to management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on the Company's compliance with the servicing criteria 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 and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria.
Our examination disclosed the following material noncompliance with the servicing criteria set forth in Items 1122(d)(3)(i) and 1122(d)(3)(ii) of Regulation AB applicable to the Company during the period from January 1, 2006 to September 30, 2006. Certain monthly investor reports omitted information required by the transaction agreements and/or contained errors in the information presented and certain monthly investor distributions contained errors as to the amounts due to certain investors.
In our opinion, except for the material noncompliance described in the preceding paragraph, JPMorgan Chase Bank, National Association complied with the aforementioned applicable servicing criteria as of and for the period ended September 30, 2006 for the Platform, in all material respects.
/s/ PricewaterhouseCoopers LLP - ------------------------------- New York, New York March 14, 2007
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646)471-3000 Facsimile (813)286-6000
Report of Independent Registered Public Accounting Firm
To the Board of Directors of JPMorgan Chase Bank, National Association
We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that JPMorgan Chase Bank, National Association (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB as of December 31, 2006 and for the period from October 1, 2006 to December 31, 2006 (the "Reporting Period") for the asset-backed securities transactions backed by residential mortgages, home equity loans, auto loans, credit cards, dealer floor plans, retail installment contracts and manufactured housing contacts, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), excluding criteria 1122(d)(1)(i)-(iv), 1122(d)(2)(i)-(vi), 1122(d)(3)(i)-(iv) and 1122(d)(4)(i)-(xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Appendix A to the management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. 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 and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our 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 JPMorgan Chase Bank, National Association complied with the aforementioned applicable servicing criteria as of and for the period ended December 31, 2006 for the Platform is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP - ------------------------------- New York, New York March 12, 2007
EX-34.5
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York, NY 10017 Telephone (646)471 3000 Facsimile (813)286 6000
Report of Independent Registered Public Accounting Firm
To the Board of Directors of J.P. Morgan Trust Company, National Association:
We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Applicable Servicing Criteria, that J. P. Morgan Trust Company, National Association (the "Company") complied with the servicing criteria set forth in Item 1122(d)of the Securities and Exchange Commission's Regulation AB for asset-backed securities transactions backed by residential mortgages and home equity loans, for which the Company acts as Custodian (the "Platform"), as of September 30, 2006 and for the period from January 1, 2006 to September 30, 2006 excluding criteria 1122(d)(1)(i)-(iv), (2)(i)-(vii), (3)(i)-(iv), and (4)(iii)-(xv), which the Company has determined are not applicable to the activities performed by it with respect to the Platform. Appendix A to the management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. 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 and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset- backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our 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 applicable servicing criteria as of and for the year ended September 30, 2006 for the Platform is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP - ------------------------------- March 1, 2007
CHASE
SERVICER COMPLIANCE STATEMENT
RE: JPMAC 2006-WMC2: The Pooling and Servicing Agreement by and among J.P. Morgan Acceptance Corporation I as Depositor, JPMorgan Chase Bank, National Association as Securities Administrator, J.P. Morgan Mortgage Acquisition Corp. as Seller, Pentalpha Surveillance, LLC as Trust Oversight Manager, U.S. Bank National Association as Trustee, J.P. Morgan Trust Company, N.A. as Custodian, and JPMorgan Chase Bank NA as Servicer (the "Agreement")
The undersigned, a duly authorized officer of JPMorgan Chase Bank, National Association, as servicer (the "Servicer") pursuant to the JPMAC 2006-WMC2 (the "Agreement"), does hereby certify that:
(1) A review of the activities of the Servicer during the calendar year ending December 31, 2006 and of the performance of the Servicer under the Agreement has been made under my supervision; and
(2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement in all material respects throughout such year.
Date: 02/28/2007
JPMorgan Chase Bank, National Association, as Servicer
By: /s/ David Lowman ----------------- Name:David Lowman Title: Executive Vice President
EX-35.2
CHASE
SUBSERVICER COMPLIANCE STATEMENT
RE: JPMAC 2006-WMC2: The Pooling and Servicing Agreement by and among J.P. Morgan Acceptance Corporation I as Depositor, JPMorgan Chase Bank, National Association as Securities Administrator, J.P. Morgan Mortgage Acquisition Corp. as Seller, Pentalpha Surveillance, LLC as Trust Oversight Manager, U.S. Bank National Association as Trustee, J.P. Morgan Trust Company, N.A. as Custodian, and JPMorgan Chase Bank NA as Servicer (the "Agreement")
The undersigned, a duly authorized officer of Chase Home Finance LLC ("CHF"), do hereby certify that:
(1) CHF is a Subservicer under the Agreement
(2) A review of the activities of CHF during the calendar year ending December 31, 2006 and of the performance of CHF under the Agreement has been made under our supervision; and
(3) To the best of my knowledge, based on such review, CHF has fulfilled all its obligations under the Agreement in all material respects throughout such year.
Capitalized terms used but not defined herein shall have the meanings assigned in the Agreement.
Date: 02/28/2007
Chase Home Finance LLC as Subservicer
By: /s/ Kim Greaves ---------------------- Name: Kim Greaves Title: Senior Vice President Servicing Manager
By: /s/ Jim Miller ---------------------- Name: Jim Miller Title: Senior Vice President Default Servicing Manager