0001162318-06-000651 Sample Contracts

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • May 12th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S2 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of April 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-S2 (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”).

Rate Collar Transaction
Rate Collar Transaction • May 12th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S2 • 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-S2 (the "Counterparty") on 28 April, 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.

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • May 12th, 2006 • J.P. Morgan Alternative Loan Trust 2006-S2 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of April 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-S2 (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”).

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