0001162318-06-000281 Sample Contracts

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • March 15th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2006, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Depositor”), U.S. Bank National Association, as trustee (the “Trustee”) of J.P. Morgan Alternative Loan Trust 2006-S1 (the “Trust”), J.P. Morgan Mortgage Acquisition Corp. (“JPMorgan Acquisition”), JPMorgan Chase Bank, National Association (“JPMCBNA”), Chase Home Finance LLC (“CHF”) and Wells Fargo Bank, N.A. (the “Master Servicer”).

MORTGAGE LOAN SALE AND SERVICING AGREEMENT between SUNTRUST MORTGAGE, INC., as Seller and as Servicer, and as Purchaser May 1, 2005 Fixed and Adjustable Rate Mortgage Loans
Mortgage Loan Sale and Servicing Agreement • March 15th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S1 • Asset-backed securities • New York

THIS MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the “Agreement”), dated May 1, 2005, is hereby executed by and between J.P. Morgan Mortgage Acquisition Corp., a Delaware corporation, as purchaser (the “Purchaser”) and SunTrust Mortgage, Inc., a Virginia corporation, in its capacity as seller (the “Seller”) and in its capacity as servicer (the “Servicer”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • March 15th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2006, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Depositor”), U.S. Bank National Association, as trustee (the “Trustee”) of J.P. Morgan Alternative Loan Trust 2006-S1 (the “Trust”), J.P. Morgan Mortgage Acquisition Corp. (“JPMorgan Acquisition”), Countrywide Home Loans, Inc. (“Countrywide”) and Wells Fargo Bank, N.A. (the “Master Servicer”).

FLOW MORTGAGE LOAN PURCHASE, WARRANTIES AND SERVICING AGREEMENT CHASE MANHATTAN MORTGAGE CORPORATION, Seller and Servicer Dated as of May 1, 2004
Warranties and Servicing Agreement • March 15th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S1 • Asset-backed securities • New York
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • March 15th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2006, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Depositor”), U.S. Bank National Association, as trustee (the “Trustee”) of J.P. Morgan Alternative Loan Trust 2006-S1 (the “Trust”), J.P. Morgan Mortgage Acquisition Corp. (“JPMorgan Acquisition”), JPMorgan Chase Bank, National Association (“JPMCBNA”) and Wells Fargo Bank, N.A. (the “Master Servicer”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • March 15th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2006, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Depositor”), U.S. Bank National Association, as trustee (the “Trustee”) of J.P. Morgan Alternative Loan Trust 2006-S1 (the “Trust”), J.P. Morgan Mortgage Acquisition Corp. (“JPMorgan Acquisition”), PHH Mortgage Corporation (“PHH”), formerly known as Cendant Mortgage Corporation, Bishop’s Gate Residential Mortgage Trust (“Bishop’s Gate” and together with PHH, the “Sellers”), with PHH Mortgage Corporation, as the servicer (in such capacity, the “Servicer”) and Wells Fargo Bank, N.A. (the “Master Servicer”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • March 15th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2006, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Depositor”), U.S. Bank National Association, as trustee (the “Trustee”) of J.P. Morgan Alternative Loan Trust 2006-S1 (the “Trust”), J.P. Morgan Mortgage Acquisition Corp. (“JPMorgan Acquisition”), SunTrust Mortgage, Inc., as the servicer (in such capacity, the “ Servicer”) and Wells Fargo Bank, N.A. (the “Master Servicer”).

FLOW MORTGAGE LOAN INTERIM SERVICING AGREEMENT
Flow Mortgage Loan Interim Servicing Agreement • March 15th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S1 • Asset-backed securities • New York

THIS FLOW MORTGAGE LOAN INTERIM SERVICING AGREEMENT (“Agreement”) is made as of August 1, 2005 by and between J.P. MORGAN MORTGAGE ACQUISITION CORP., a Delaware corporation, with offices at 270 Park Ave., New York, NY 10017 (“Purchaser”) and Greenpoint Mortgage Funding, Inc., with offices at 100 Wood Hollow Drive, Novato, CA 94945 (“Seller”).

Rate Collar Transaction
J.P. Morgan Alternative Loan Trust 2006-S1 • March 15th, 2006 • Asset-backed securities • New York

The purpose of this letter agreement is to set forth the terms and conditions of the rate collar transaction entered into between JPMorgan Chase Bank, N.A. (“JPMorgan”) and U.S. Bank National Association not in its individual capacity, but solely as Trustee on behalf of J.P. Morgan Alternative Loan Trust 2006-S1 (the "Counterparty") on February 7, 2006 (the "Interest Rate Transaction"). This agreement constitutes a “Confirmation” as referred to in and supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties hereto.

Rate Collar Transaction
J.P. Morgan Alternative Loan Trust 2006-S1 • March 15th, 2006 • Asset-backed securities • New York

The purpose of this letter agreement is to set forth the terms and conditions of the rate collar transaction entered into between JPMorgan Chase Bank, N.A. (“JPMorgan”) and U.S. Bank National Association not in its individual capacity, but solely as Trustee on behalf of J.P. Morgan Alternative Loan Trust 2006-S1 (the "Counterparty") on February 7, 2006 (the "Interest Rate Transaction"). This agreement constitutes a “Confirmation” as referred to in and supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties hereto.

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