0001162318-06-001138 Sample Contracts

and HSBC BANK USA, NATIONAL ASSOCIATION Trustee ___________________________ POOLING AND SERVICING AGREEMENT Dated as of July 1, 2006 ___________________________
Pooling and Servicing Agreement • August 11th, 2006 • J.P. Morgan Mortgage Trust 2006-A5 • Asset-backed securities • New York
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • August 11th, 2006 • J.P. Morgan Mortgage Trust 2006-A5 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of July 1, 2006, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Depositor”), HSBC Bank USA, National Association, as trustee (the “Trustee”) of J.P. Morgan Mortgage Trust 2006-A5 (the “Trust”), J.P. Morgan Mortgage Acquisition Corp. (“JPMorgan Acquisition”) and JPMorgan Chase Bank, National Association (“JPMCBNA”) as successor in interest to Chase Manhattan Mortgage Corporation (“CMMC”) and U.S. Bank National Association (the “Master Servicer”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • August 11th, 2006 • J.P. Morgan Mortgage Trust 2006-A5 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of July 1, 2006, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Depositor”), HSBC Bank USA, National Association, as trustee (the “Trustee”) of J.P. Morgan Mortgage Trust 2006-A5 (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 U.S. Bank National Association. (the “Master Servicer”).

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