Re: Analysis of Assignment of Deed of Trust and JPMAC 2006-WMC3 Dear Ms.

Gutierrez, The following is my analysis of the JPMAC 2006-WMC3 Pooling and Servicing Agreement (“PSA”) and Assignment of Deed of Trust No. 2008078500. You provided me with all of the recorded documentation, letters from servicers and an assignment of deed of trust No. 2008078500 which purports to assign your loan to the above listed REMIC trust. For the reasons explained below, my conclusion is that the assignment is invalid and does not evidence any ownership rights to your loan, deed of trust or note by US BANK NATIONAL ASSOCIATION as Trustee. I recommend that you contact the relevant parties and bring the contents of this analysis to their attention. The private investor you spoke to me about and any legal counsel you retain should also be made aware of this situation. Ms. Gutierrez, you signed a Deed of Trust with WMC Mortgage Corporation. Unless there is an assignment, which is evidence of a sale of your loan to a successor party, only WMC may foreclose upon any default. The assignment of deed of trust you provided is evidence of a successor assignee, and would, under normal circumstances, grant all rights to foreclose to the assignee. But in this case, as described below, this assignment is not valid. In this particular case, the assignee is a trustee for a REMIC indenture trust governed by a Pooling and Servicing Agreement, a Mortgage Loan Sale and Assignment Agreement, and the laws of the state of New York. According to the assignment, the assignee is US BANK NATIONAL ASSOCIATION. as Trustee for JPMAC 2006-WMC3. According to the Securities and Exchange Commission (“SEC”), where this trust registered its PSA, this trust was closed on August 1, 2006 and restricted from taking any further contributions outside of a short grace period. The assignment you provided to me was executed on December 4, 2008, which is almost 2 years after the trust was closed and restricted from taking further contributions. The PSA allows for MERS to assign beneficial interest in deeds of trust or mortgages though its system, but promissory notes, which are the evidence of indebtedness, must be transferred by hand to US BANK NATTIONAL ASSOCIATION by JPMAC 2006-WMC3, the Depositor, by the cutoff date of August 1, 2006. It is well known that MERS does not transfer notes. Therefore the language on the assignment which states that the note was transferred by MERS to US

BANK NATIONAL ASSOCIATION is untrue and impossible under the PSA. If there was a transfer of this loan to the trust, this assignment is not evidence of it, so this assignment is an after-the-fact fabrication. In California, like other states, non-judicial foreclosure proceedings are only to be advanced by the beneficiary or mortgagee or their agent. A beneficiary or mortgagee is the holder and owner of a deed of trust or mortgage and a corresponding note. Since the assignment in this case is invalid, US BANK NATIONAL ASSOCIATION as Trustee is not a beneficiary and may not initiate foreclosure proceedings. All of the Merrill Lynch Mortgage Investors Trust Series 2005-WMC2 trust’s indentures and related SEC filings can be found online here:$/SEC/Registrant.asp?CIK=1372914 The Pooling and Servicing Agreement can be found here: The Mortgage Loan Sale and Assignment Agreement can be found here: Order of transfer of notes: Seller – Depositor – Trustee Parties: J.P. MORGAN MORTGAGE ACQUISITION CORP. -- Seller J.P. MORGAN ACCEPTANCE CORPORATION I -- Depositor U.S. BANK NATIONAL ASSOCIATION – Trustee JPMORGAN CHASE BANK, NATIONAL ASSOCIATION -- Securities Administrator and Servicer PENTALPHA SURVEILLANCE LLC -- Trust Oversight Manager _________________________________________________________________________________ Cut-off date: August 1, 2006 Excerpts from PSA: Section 2.01. Conveyance of Mortgage Loans. “The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and convey to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets of the Trust Fund. Such assignment includes all interest and principal received on or with respect to the Mortgage Loans on or after the Cut-off Date (other than Scheduled Payments due on the Mortgage Loans on or before the Cut-off Date). Section 2.04. Representations and Warranties of the Depositor.

(a) The Depositor hereby represents and warrants to the Servicer, the NIMs Insurer and the Trustee as follows, as of the date hereof: (v) “… The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims. “ Clearly, it is only the depositor, J.P. MORGAN ACCEPTANCE CORPORATION I, who must assign the mortgage notes, not MERS, not WMC and not any other party. You may also want to review the Mortgage Loan Sale and Assignment Agreement, which further describes the sale and purchase of the mortgages, deeds of trust and notes from the seller, to the depositor and to the trustee. The mandatory chain of title is between the above listed parties. There is no arrangement under the trust indentures which allow WMC Mortgage Corp. or its agent MERS to assign any mortgage notes directly to the Trustee of this trust, US BANK NATIONAL ASSOCIATION. New York Trust law is clear and explicit in this regard. See Horace v. LaSalle National Association Dist. Court, MD Alabama, 2009. A breach of a New York indenture trust’s PSA in regards to a transfer of notes renders the trustee without title to such property. Finally, a search for the assignment’s executing party; Chet Sconyers turns up a number of recorded documents of title where Mr. Sconyers appears in alternate employment positions, further adding to my conclusion that this assignment is invalid. If you require a more elaborate examination, I will make myself available.


Asher Robertson, CEO, BKR

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