UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 for the fiscal year ended December 31, 2006
                                      OR
[ ]    TRANSITION REPORT  PURSUANT TO  SECTION  13 OR 15(d) OF  THE  SECURITIES
       EXCHANGE ACT OF 1934 for the transition period from           to


                      Commission File Number 333-130192-05

                      J.P. Morgan Acceptance Corporation I
             (Exact name of registrant as specified in its charter)

                J.P. Morgan Mortgage Acquisition Trust 2006-CW1
                                (Issuing Entity)

                      J.P. Morgan Acceptance Corporation I
             (Exact name of Depositor as specified in its charter)

                     J.P. Morgan Mortgage Acquisition Corp.
              (Exact name of Sponsor as specified in its charter)

         Delaware                                           13-3475488
State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization                           Identification No.)

270 Park Avenue
New York, New York                                             10017
(Address of principal executive Offices)                     (Zip Code)

       Registrant's telephone number, including area code :(212) 834-3850

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes [ ]  No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ]   No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (229.405 of this chapter) is not contained  herein,  and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12-b-2 of the Exchange Act.

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).    Yes  No [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter.   Not Applicable.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.  Not Applicable.

                      DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of the Form 10-K  (e.g.,  Part I, Part II,  etc.)  into  which the  document  is
incorporated:   (1  Any  annual  report  to  security  holders;  (2)  Any  proxy
information statement;  and, (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended date December 24, 1980).    Not Applicable.


<PAGE>

                                     PART I

Item 1.  Business.

         Not Applicable.

Item 1A. Risk Factors.

         Not Applicable.

Item 1B. Unresolved Staff Comments.

         None.

Item 2.  Properties.

         Not Applicable.

Item 3.  Legal Proceedings.

         Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

                                    PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and
         Issuer Purchases of Equity Securities.

         Not Applicable.

Item 6.  Selected Financial Data.

         Not Applicable.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operation.

         Not Applicable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

         Not Applicable.

Item 8.  Financial Statements and Supplementary Data.

         Not Applicable.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         None.

Item 9A. Controls and Procedures.

         Not Applicable.

Item 9A(T). Controls and Procedures.

         Not Applicable.

Item 9B. Other Information.

         None.


<PAGE>

                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance.

         Not Applicable.

Item 11. Executive Compensation.

         Not Applicable.

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

         Not Applicable.

Item 13. Certain Relationships and Related Transactions, and Director
         Independence.

         Not Applicable.

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
         May 31, 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 33.4 and 34.1 though 34.4

        (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 33.3.

Item 1123 of Regulation AB, Servicer Compliance Statement

         See Exhibit 35.1


<page>

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 June 15, 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   Countrywide Home Loans Servicing LP's Report on Assessment of
               Compliance with Servicing Criteria
        33.2   Management's Assertion of Compliance with Regulation AB Criteria
               The Bank of New York
        33.3   Management's Assertion of Compliance with Regulation AB Criteria
               JPMorgan Chase Bank, N.A.
        33.4   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
               (KPMG LLP for Countrywide Home Loans Servicing LP)
        34.2   Report of Independent Registered Public Accounting Firm
               (Ernst & Young LLP for The Bank of New York)
        34.3   Report of Independent Registered Public Accounting Firm
               (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.)
        34.4   Report of Independent Registered Public Accounting Firm
               (PricewaterhouseCoopers LLP for J.P. Morgan Trust Company, N.A.
        35.1   Servicer Compliance Statement of Countrywide Home Loans
               Servicing LP

(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-CW1

                By:   J.P. Morgan Acceptance Corporation I , as Depositor

                By:    /s/ Brian Bernard
                      ---------------------------------------
              Name:   Brian Bernard
             Title:   President
              Date:   March 30, 2007



<PAGE>

                                 EXHIBIT INDEX

Exhibit No.

  4.1   Pooling and Servicing Agreement (filed as an Exhibit to Form 8-K
        on June 15, 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   Countrywide Home Loans Servicing LP's Report on Assessment of
        Compliance with Servicing Criteria

 33.2   Management's Assertion of Compliance with Regulation AB Criteria
        The Bank of New York

 33.3   Management's Assertion of Compliance with Regulation AB Criteria
        JPMorgan Chase Bank, N.A.

 33.4   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
        (KPMG LLP for Countrywide Home Loans Servicing LP)

 34.2   Report of Independent Registered Public Accounting Firm
        (Ernst & Young LLP for The Bank of New York)

 34.3   Report of Independent Registered Public Accounting Firm
        (PricewaterhouseCoopers LLP for JPMorgan Chase Bank, N.A.)

 34.4   Report of Independent Registered Public Accounting Firm
        (PricewaterhouseCoopers LLP for J.P. Morgan Trust Company, N.A.)

 35.1   Servicer Compliance Statement of Countrywide Home Loans Servicing LP




<page>

                                                                         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-CW1  (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  statement 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


<page>
                                                                         EX-33.1
Countrywide Home Loans
2900 Madera Road
Simi Valley, CA  93065-6298
(805) 955-1000

           ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Countrywide Financial Corporation and certain of its subsidiaries, including its
direct and indirect  wholly-owned  subsidiaries,  Countrywide  Home Loans,  Inc.
(CHL), Countrywide Tax Services Corporation, Newport Management Corporation, and
Countrywide  Home  Loans  Servicing,  L.P.,  a  wholly-owned  subsidiary  of CHL
(collectively the "Company") provides this platform-level  assessment, for which
Countrywide  Financial   Corporation  and  such  subsidiaries   participated  in
servicing functions,  as such term is described under Title 17, Section 229.1122
of the Code of Federal Regulations ("Item 1122 of Regulation AB"), of compliance
in respect of the  following  Applicable  Servicing  Criteria  specified in Item
1122(d) of Regulation AB promulgated  by the Securities and Exchange  Commission
in regard to the following servicing platform for the following period:

Platform:  publicly-issued  (i.e.,  registered  with the Securities and Exchange
Commission  pursuant to the  Securities  Act of 1933,  as  amended)  residential
mortgage-backed  securities  (securities  collateralized by residential mortgage
loans, including prime, alternative loan products,  sub-prime,  HELOC and closed
seconds) issued on or 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" and for
which the  related  issuer  has a fiscal  year end of  December  31,  2006.  The
platform excludes any transactions issued by any government sponsored enterprise
for which the Company provides Servicing Functions.

Period: as of and for the year ended date December 31, 2006.

Applicable Servicing Criteria: all servicing criteria set forth in Item 1122(d),
to the extent  required  in the  related  agreements,  except for the  following
paragraphs: 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it relates to information
other than that  contained  in the monthly  remittance  report  delivered by the
servicer  to  the  master   servicer,   trustee,   and/or  bond   administrator,
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  servicer,   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  documents  (collateral  file) by the
document custodian  responsible for such functions for the related  transaction,
and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (derivative
transactions).

With respect to the Platform and the Period,  the Company provides the following
assessment of compliance in respect of the Applicable Servicing Criteria:

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

2.  The Company has assessed compliance with the Applicable Servicing Criteria.

3.  Other than as identified on Schedule A hereto, as of and for the Period,
the Company was in material compliance with the Applicable Servicing Criteria.

     KPMG LLP, an independent  registered  public accounting firm, has issued an
attestation  report  with  respect  to the  Company's  foregoing  assessment  of
compliance.

                    COUNTRYWIDE FINANCIAL CORPORATION

                    By: /s/ Steve Bailey
                        ----------------
                    Its: Senior Managing Director and Chief Executive Officer,
                         Loan Administration

                    Dated: February 28, 2007

                    By: /s/ Kevin Meyers
                    --------------------

                    Its: Managing Director and Chief Financial Officer,
                         Countrywide Home Loans, Inc. Loan Administration

                    Dated: February 28, 2007


                                   Schedule A
                       Material Instances of Noncompliance

No material instances of noncompliance: the Company has complied, in all
material respects, with the applicable servicing criteria as of and for the year
ended December 31, 2006.


<PAGE>

                                                                         EX-33.2


           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
<page>

                                                                         EX-33.3
                                 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.
<page>

                                 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

<page>

                                                                         EX-33.4

                                 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



<page>
                                                                         EX-34.1
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 Countrywide
Financial Corporation and certain of its subsidiaries,  including its direct and
indirect wholly owned  subsidiaries,  Countrywide Home Loans (CHL),  Countrywide
Tax Services Corporation,  Newport Management Corporation,  and Countrywide Home
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  AB  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 or 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 than that  contained  in the  monthly  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
investor'  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  services,  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  documents  (collateral  file) by the
document  custodian  responsible for such functions for the related  transaction
and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (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 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 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  assessment  that the Company  complied  with the
aforementioned servicing criteria as of and for the year ended date December 31,
2006 is fairly stated in all material respects.

/s/ KPMG LLP
-----------------------
Los Angeles, California
February 28, 2007

<page>
                                                                        EX-34.2


                        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


<page>

                                                                         EX-34.3


                                                   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

<page>



                                                   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

<page>
                                                                         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 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
<page>

                                                                         EX-35.1
Countrywide Home Loans
400 Countrywide Way
Simi Valley, California 93065-6298

February 28, 2007

JP MORGAN
NEW YORK PLAZA, 6TH FLOOR
NEW YORK, NY  10004

                              OFFICER'S CERTIFICATE

I, Joseph Candelario,  hereby certify that I an officer of Countrywide GP, Inc.,
general  partner of  Countrywide  Home Loans  Servicing LP (the  "Servicer").  I
further certify,  with respect to the applicable servicing agreement relating to
the  securitization  transaction(s)  set forth on Exhibit A attached hereto (the
"Servicing Agreement") that:

   (a) A review of the activities of the Servicer during the preceding calendar
       year and of the performance of the Servicer under the Servicing Agreement
       has been made under my supervision; and

   (b) To the best of my knowledge, based on such review, the Servicer has
       fulfilled all of its obligations under the Servicing Agreement in all
       material respects throughout such year.

/s/ Joseph Candelario                       February 28, 2007
Joseph Candelario
First Vice President
Compliance Officer
Loan Administration


See Deal Name listing on following page.

Exhibit A

BSALTA 2006-1
BSALTA 2006-2
SAMl II 2006-AR1
SAM1 11 2006-AR2
SAM1 II 2006-AR3
SAMl II 2006-AR4
SAM1 I1 2006-AR6
SAMl 11 2006-AR7
GSAA 2006-1 (SUB)
GSAA 2006-12
GSAA 2006-3 (SUB)
GSAA 2006-5
GSAA 2006-5 (SUB)
GSAA 2006-6 SUB
GSAA 2006-9 (SUB)
GSR 2006-4F (SUB)
GSAA 2006-3
GSAA 2006-9
JPMAC 2006-CW1
MARM 2006-2