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J.P. Morgan Alternative Loan Trust 2006-A5 – ‘10-K’ for 12/31/06 – ‘EX-34’

On:  Monday, 4/2/07, at 8:43am ET   ·   For:  12/31/06   ·   Accession #:  1019965-7-211   ·   File #:  333-130192-20

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/02/07  JP Morgan Alternative Lo… 2006-A5 10-K       12/31/06    5:173K                                   First Sec … Reporting/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML     33K 
 3: EX-33       ABS - Report of Compliance with Servicing Criteria  HTML    102K 
 4: EX-34       ABS - Attestation Report on Assessment of           HTML     44K 
                          Compliance with Servicing Criteria                     
 5: EX-35       ABS - Servicer Compliance Statement                 HTML     23K 
 2: EX-31       Certification -- Sarbanes-Oxley Act - Sect. 302     HTML     11K 


EX-34   —   ABS – Attestation Report on Assessment of Compliance with Servicing Criteria


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  ex34.pdf  

[KPMG Logo]
KPMG LLP
Suite 2000
355 South Grand Avenue
Los Angeles. CA 90071-1568
Report of Independent Registered Public Accounting Firm
The Board of Directors
Countrywide Financial Corporation:
We have examined management's assessment, included in the accompanying Assessment
of Compliance with Applicable Servicing Criteria, that Countywide Financial
Corporation and certain of its subsidiaries, including its direct and indirect wholly owned
subsidiaries, Countrywide Home Loans (CHL), Countywide Tax Services Corporation,
Newport Management Corporation, and Countrywide Hom4. Loans Servicing L.P., a
wholly owned subsidiary of CHL (collectively the Company) complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission's
Regulation A for publicly issued residential mortgage-backed securities (securities
collateralized by residential mortgage loans, including prime, alternative loan products,
subprime, HELOC, and closed seconds) issued on after January 1, 2006, for which the
Company provides cash collection and administration, investor remittances, and reporting
(except for those activities relating to trustee and paying agent services), and pool asset
administration (except for those activities relating to custodial operations of pool assets
and related documents), collectively "Servicing Functions", excluding any transactions
issued by any government sponsored enterprise for which the Company provides
Servicing Functions (the Platform), except for servicing criteria 1122(d)(1)(iii),
1122(d)(3)(i)(B), only as it relates to information other tha n that contained in the mo nthly
remittance report delivered by the servicer to the master servicer, trustee and/or bond
administrator, and 1122(d)(3)(i)(D), only as it relates to the agreeing with investors'
records as to the total unpaid principal balance and number of pool assets serviced by the
servicer, 1122(d)(3)(ii), only as it relates to amounts other than amounts remitted by the
servicer to the master servicers, trustee and/or bond administrator, 1122(d)(3)(iii),
1122(d)(3)(iv), 1122(d)(4)(i), and 1122(d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii)
relate to the custodial operations of the pool assets and related document (collateral file)
by the document custodian responsible for such functions for the related transaction an
1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AS (derivative transactions),
as of and for the year ended December 31, 2006. Management is responsible for the
Company's compliance with those servicing criteria. Our responsibility is to express an
opinion on management's assessment about the Company's compliance based on our
examination.
Our examination was conducted in accordance with the 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 servicing criteria specified
Exhibit 34 a)
above and performing such other procedures as we considered necessary in the
circumstances. Our examination included testing of less than all of the individual asset-
backed 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. Furthermore, our procedures were limited to the
selected transactions and servicing activities perfo rmed by the company during the period
covered by this report. Our procedures were not designed to determine whether errors
may have occur red either prior to or subseque nt to our tests that may have affected the
balances or amount s 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 servicing criteria.
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria as of and for the year ended December 31, 2006 is
fairly stated in all material respects.
/s/: KPMG LLP
Los Angeles, California
February 28, 2007
[Ernst & Young logo]
Phone: (703) 747-1000
8484 Westpark Drive
Report of Independent Registered Public Accounting Firm
Board of Directors
GreenPoint Mortgage Funding, Inc.
We have examined management's assertion included in the accompanying report of
Certification Regarding Compliance with Applicable Servicing Criteria, that GreenPoint
Mortgage Funding, Inc. (the "Company") complied with the servicing criteria set forth in
Item 1122 (d) of the Securities and Exchange Commission's Regulation All for the
residential mortgage loan servicing platform, except for the instances of material
noncompliance described therein, as of and for the year ended December 31, 2006, and
except for criteria 1122(d)(l)(iii), 1122(d)(4)(i), 1122(d)(4)(xi), 1122(d)(4)(xii), and
1122(d)(4)(xv), which the Company has determined are not applicable to the activities
performed by them with respect to the servicing platform covered by this report.
Management is responsible for the Company's compliance with the applicable servicing
criteria. Our responsibility is to express an opinion on management's assertion about the
Company's compliance with the applicable 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 asset
backed 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.
Exhibit 34 b)
As described in management's assertion, for servicing criteria 1122(d)(2)(i) and
1122(d)(4)(iv), the Company has engaged various vendors to perform the activities
required by these servicing criteria. The Company has determined that these vendors are
not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the applicable
servicing criteria applicable to each vendor as permitted by Interpretation 17.06. As
permitted by Interpretation 17.06, the Company has asserted that it has policies and
procedures in place designed to provide reasonable assurance that the vendors' activities
comply in all material respects with servicing criteria applicable to each vendor. The
Company is solely responsible for determining that it meets the SEC requirements to
apply Interpretation 17.06 for the vendors and related criteria as described in its assertion,
and we performed no procedures with respect to the Company's eligibility to apply
Interpretation 17.06.
Our examination disclosed the following material noncompliance with servicing criteria
1122(d)(1)(i), 1122(d)(2)(iv), and 1122(d)(3)(ii) applicable to the Company's platform
covered by this report during the year ended December 31, 2006. 1122(d)(1)(i) - There
were no policies and procedures instituted to monitor the performance or other triggers
and events of defaults in accordance with the transaction agreements; 1122(d)(2)(iv) -
The related accounts for each transaction were not separately maintained as set forth in
the transaction agreements; and, 1122(d)(3)(ii) - Amounts due to investors were not
remitted in accordance with the timeframes set forth in the transaction agreements.
The information in the Certification Regarding Compliance with Applicable Servicing
Criteria in Item 2 of Appendix B (i.e., remediation procedures) is presented by the
Company for information purposes. Such information has not been subjected to the
procedures applied in our examination of management's assertion as described above,
and accordingly, we express no opinion on it.
In our opinion, except for the material noncompliance described in the fourth paragraph,
the Company complied, in all material respects, with the aforementioned servicing
criteria, including servicing criteria 1 122(d)(2)(i) and II 22(d)(4)(iv) for which
compliance is determined based on Interpretation 17.06 as described above, as of and for
the year ended December 31, 2006 for the residential mortgage loan servicing platform.
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP
PricewaterhouseCoopers Center
300 Madison Avenue
New York NY 10017
Telephone (646) 471 3000
Facsimile (613) 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 prime residential mortgages
serviced on the Real Estate ("RE") servicing system 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), and (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
Exhibit 34 c)
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 prime residential mortgages
serviced on the Real Estate ("RE") servicing system where the related asset-backed
securities were outstanding during the Reporting Period is fairly stated, in all material
respects.
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP
PricewaterhouseCoopers Center
300 Madison Avenue
New York NY 10017
Telephone (646)471 3000
Facsimile (613) 286 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 prime
residential mortgages serviced on the Real Estate ("RE") servicing system where the related
asset-backed securities were outstanding during the Reporting Period (the "Platform"), excluding
criteria 11 22(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 prime residential mortgages serviced on the real estate ("RE")
servicing system where the related asset-backed securities were outstanding during the
Reporting Period is fairly stated, in all material respects.
Exhibit 34 d)
[Deloitte logo]
Deloitte & Touche LLP
1700 Market Street
Philadelphia, PA 19103-3984
USA
Tel: +1 215 246 2300
Fax: +1 215 569 2441
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To PHH Mortgage Corporation:
We have examined PHH Mortgage Corporation's (the "Company's") compliance with
the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange
Commission' s Regulation AB for PHH Mortgage Corporatio n's Regulation AB Platform
(the "Platform") described in the accompanying Management's Report on Assessment of
Compliance with Regulation AB Servicing Criteria as of and for the year ended
December 31, 2006, excluding criteria 1122(d)(1)(iii), (d)(3)(i)(C), (d)(4)(ii), and
(d)(4)(xv), which management has determined are not applicable to the activities
performed by the Company 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 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, including tests on a sample basis of the servicing activities related to
the Platform, determining whether the Company performed those selected activities in
compliance with the servicing criteria during the specified period and performing such
other procedures as we considered necessary in the circumstances. Our procedures were
limited to selected servicing activities performed by the Company during the period
covered by this report and, accordingly, such samples may not have included servicing
activities related to each asset-backed transaction included in the Platform. Further, an
examination is not designed to detect noncompliance arising from errors that may have
occurred prior to the period specified above 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.
Exhibit 34 e)
As described in management's assertion, for servicing criteria 1122 (d)(4)(vii) and
(d)(4)(xi), the Company has engaged a vendor to perform certain activities required by
this servicing criteria. The Company has determined that this vendor is not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to
take responsibility for assessing compliance with the servicing criteria 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"). As
permitted by Interpretation 17.06, the Company has asserted that it has policies and
procedures in place designed to provide reasonable assurance that the vendor's activities
comply in all material respects with the servicing criteria applicable to this vendor. The
Company is solely responsible for determining that it meets the SEC requirements to
apply Interpretation 17.06 for the vendor and related criteria as described in its assertion,
and we performed no procedures with respect to the Company's determination of its
eligibility to Use Interpretation 17.06.
Member of
Deloitte To uche Tohmatsu
Our examination disclosed the following material noncompliance with criteria applicable
to the Company during the year ended December 31, 2006
Standard
Description
1122(d)(l)(i)
The Company has not instituted policies and
procedures to specifically monitor performance or
other triggers or events of default slated in the
transaction agreements.
1122(d)(l)(iv)
During the months of July, August, and September,
the Company's minimum coverage requirement
exceeded its $160 million fidelity bond by amounts
ranging up to approximately $1.3 million. Effective
September 27, 2006, the Company's fidelity bond
was increased to $170 million.
1122(d)(3)(i)(A)
The Company did not maintain or provide one of
the required monthly reports stated in the
transaction agreements during the year.
1122(d)(3)(i)(D)
The Company did not perform procedures to agree
the unpaid principal balance and number of loans
serviced by the Company with that of the investors
or trustees.
In our opinion, except for the material noncompliance described in the preceding
paragraph, the Company complied, in all material respects, with the aforementioned
applicable servicing criteria for the PHH Mortgage Corporation's Regulation AB
Platform as of and for the year ended December 31, 2006.
/s/: Deloitte & Touche LLP
February 28, 2007
0703-0810432
Report of Independent Registered Public Accounting Firm
We have examined management's assertion, included in the accompanying Report on
Assessment of Compliance with SEC Regulation AB Servicing Criteria, that U.S. 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 for the
U.S. Bank Master Servicing platform (the Platform) as of and for the year ended December 31,
2006
,
except for
criteria
1122 (d)(1)(iii) and 1122 (d)(4)(iv) through
1122 (d)(4)(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. 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 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 less than all of the individual asset backed 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. 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 as of
and for the year ended December 31, 2006,
for
the U.S. Bank Master Servicing platform is fairly stated, in all material respects.
Exhibit 34 f)


Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:4/2/07None on these Dates
3/1/07
2/28/07
2/26/07
For Period End:12/31/06
9/27/06
1/1/06
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Filing Submission 0001019965-07-000211   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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