0001162318-06-001387 Sample Contracts

MASTER AGREEMENT
Master Agreement • October 13th, 2006 • J P Morgan Acceptance Corp I • Asset-backed securities

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • October 13th, 2006 • J P Morgan Acceptance Corp I • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of September 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 Alternative Loan 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”).

SCHEDULE to the Master Agreement dated as of September 28, 2006 between
Master Agreement • October 13th, 2006 • J P Morgan Acceptance Corp I • Asset-backed securities • New York

JPMorgan Chase Bank, N.A. (“Morgan”) and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Swap Trustee on behalf of the J.P. Morgan Alternative Loan Trust 2006-A5 Swap Trust (“Counterparty”)

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • October 13th, 2006 • J P Morgan Acceptance Corp I • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of September 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 Alternative Loan Trust 2006-A5 (the “Trust”), J.P. Morgan Mortgage Acquisition Corp. (“JPMorgan Acquisition”), Countrywide Home Loans, Inc. (“Countrywide”), Countrywide Home Loans Servicing LP (“Servicer”) and U.S. Bank National Association (the “Master Servicer”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • October 13th, 2006 • J P Morgan Acceptance Corp I • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of September 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 Alternative Loan 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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