ASSIGNMENT AND ASSUMPTION AGREEMENT

                                                                 EXHIBIT 10.6(D)

                                                               EXECUTION VERSION

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                  THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated June 30, 2006,

(the "Agreement") among J.P. Morgan Mortgage Acquisition Corp., ("Assignor"),

Bank of America, National Association, ("Assignee"), JPMorgan Chase Bank,

National Association ("JPM" and a "Company") and Chase Home Finance LLC ("CHF"

and a "Company" and together with JPM the "Companies"):

                                    RECITALS

                  The Assignor and the Companies are parties to that certain

Flow Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of May

1, 2004, as amended by Amendment No. 1, dated as of January 1, 2005, Amendment

No. 2, dated as of December 1, 2005, Amendment Reg AB, dated as of January 1,

2006 and as amended from time to time (the "Purchase, Warranties and Servicing

Agreement"), which is attached hereto as Exhibit A;

                  The Assignor desires to grant, transfer and assign to the

Assignee all of the right, title and interest of Assignor, as Purchaser, in, to

and under (a) those certain Mortgage Loans listed on Exhibit B attached hereto

(the "Mortgage Loans") and (b) the Purchase, Warranties and Servicing Agreement

with respect to the Mortgage Loans;

                  CHF and the Assignee are parties to that certain Mortgage Loan

Purchase, Warranties and Servicing Agreement (the "MLPWA"), dated as of January

1, 2005, and JPM, CHF and the Assignee are parties to that certain Amendment Reg

AB (the "Amendment Reg AB") dated as of January 1, 2006, each as amended from

time to time, which are attached hereto as Exhibit C and the terms of which are

incorporated by reference for the purposes provided herein and made a part

hereof;

                  The Assignor and the Companies have agreed to make certain

representations and warranties with respect to the Mortgage Loans in accordance

with the MLPWA; and

                  The Assignee desires that JPM service the Mortgage Loans in

accordance with terms of the MLPWA;

                  Accordingly, for and in consideration of the sum of TEN

DOLLARS ($10.00) and other valuable consideration, the receipt and sufficiency

of which hereby are acknowledged, and of the mutual covenants herein contained,

the parties hereto hereby agree as follows:

                  I. Assignment.

                  (a) The Assignor hereby grants, transfers and assigns to

         Assignee all of the right, title and interest of Assignor, as

         Purchaser, in, to and under (i) the Mortgage Loans and (ii) the

         Purchase, Warranties and Servicing Agreement, with respect to the

         Mortgage Loans. The Assignee shall be entitled to all scheduled

         payments due on the Mortgage Loans after June 1, 2006 (the "Assigned

         Loans Cut-off Date") and all unscheduled payments or other proceeds or

         other recoveries on the Mortgage Loans received on and after the

         Assigned Loans Cut-off Date.

                  (b) The Assignor specifically reserves and does not assign to

         the Assignee hereunder any and all right, title and interest in, to and

         under and all obligations of the Assignor with respect to any mortgage

         loans subject to the Purchase, Warranties and Servicing Agreement which

         are not the Mortgage Loans set forth on Exhibit B attached hereto and

         are not the subject of this Agreement.

                  II. Assignor Representations and Warranties. The Assignor

warrants and represents to, and covenants with, the Assignee that:

                  (a) The Assignor is a corporation duly organized, validly

         existing and in good standing under the laws of Delaware and has all

         licenses necessary to carry out its business as now being conducted,

         and is licensed and qualified to transact business in each state in

         which any Mortgaged Property is located or is otherwise exempt under

         applicable law from such licensing or qualification or is otherwise not

         required under applicable law to effect such licensing or qualification

         and no demand for such licensing or qualification has been made upon

         such Assignor by any such state, and in any event such Assignor is in

         compliance with the laws of any such state to the extent necessary to

         ensure the enforceability of each Mortgage Loan;

                  (b) The Assignor has the full power and authority and legal

         right to hold, transfer and convey each Mortgage Loan, to sell each

         Mortgage Loan and to execute, deliver and perform, and to enter into

         and consummate all transactions contemplated by this Agreement and to

         conduct its business as presently conducted, has duly authorized the

         execution, delivery and performance of this Agreement and any

         agreements contemplated hereby, has duly executed and delivered this

         Agreement, and any agreements contemplated hereby, and this Agreement

         constitutes a legal, valid and binding obligation of the Assignor,

         enforceable against it in accordance with its terms, and all requisite

         corporate action has been taken by the Assignor to make this Agreement

         and all agreements contemplated hereby valid and binding upon the

         Assignor in accordance with their terms;

                  (c) None of the execution and delivery of this Agreement, the

         sale of the Mortgage Loans to the Assignee, the consummation of the

         transactions contemplated hereby, or the fulfillment of or compliance

         with the terms and conditions of this Agreement will conflict with any

         of the terms, conditions or provisions of the Assignor's charter or by

         laws or materially conflict with or result in a material breach of any

         of the terms, conditions or provisions of any legal restriction or any

         agreement or instrument to which the Assignor is now a party or by

         which it is bound, or constitute a default or result in an acceleration

         under any of the foregoing, or result in the material violation of any

         law, rule, regulation, order, judgment or decree to which the Assignor

         or its property is subject or impair the ability of the Assignee to

         realize on the Mortgage Loans or impair the value of the Mortgage

         Loans;

                  (d) There is no litigation, suit, proceeding or investigation

         pending or threatened, or any order or decree outstanding, with respect

         to the Assignor which is reasonably likely to have a material adverse

         effect on the sale of the Mortgage Loans, the execution, delivery,

         performance or enforceability of this Agreement, or which is

                                       2

         reasonably likely to have a material adverse effect on the financial

         condition of the Assignor;

                  (e) No consent, approval, authorization or order of any court

         or governmental agency or body is required for the execution, delivery

         and performance by the Assignor of or compliance by the Assignor with

         this Agreement, except for consents, approvals, authorizations and

         orders which have been obtained;

                  (f) The consummation of the transactions contemplated by this

         Agreement is in the ordinary course of business of the Assignor, and

         the transfer, assignment and conveyance of the Mortgage Notes and the

         Mortgages by the Assignor pursuant to this Agreement are not subject to

         bulk transfer or any similar statutory provisions in effect in any

         applicable jurisdiction;

                  (g) The Assignor used no adverse selection procedures in

         selecting from among the outstanding first lien residential mortgage

         loans owned by it which were available for inclusion in the sale to

         Assignee;

                  (h) The Assignor will treat the sale of the Mortgage Loans to

         the Assignee as a sale for reporting and accounting purposes and, to

         the extent appropriate, for federal income tax purposes;

                  (i) The Assignor does not believe, nor does it have any cause

         or reason to believe, that it cannot perform each and every covenant

         contained in this Agreement. The Assignor is solvent and the sale of

         the Mortgage Loans will not cause the Assignor to become insolvent. The

         sale of the Mortgage Loans is not undertaken with the intent to hinder,

         delay or defraud any of the Assignor's creditors;

                  (j) The Assignor has not dealt with any broker, investment

         banker, agent or other person that may be entitled to any commission or

         compensation in connection with the sale of the Mortgage Loans;

                  (k) No statement, tape, diskette, form, report or other

         document (the "Delivered Items") prepared by, or on behalf of, Assignor

         (other than Delivered Items prepared by or on behalf of the Companies)

         pursuant to this Agreement or in connection with the transactions

         contemplated hereby, contains or will contain any statement that is or

         will be inaccurate or misleading in any material respect; and

                  (l) (i) attached hereto as Exhibit A is a true, accurate and

         complete copy of the Purchase, Warranties and Servicing Agreement, (ii)

         such agreement is in full force and effect as of the date hereof, (iii)

         such agreement has not been amended or modified in any respect and (iv)

         no notice of termination has been given to such party under such

         agreement.

                  III. Holding Period Representations and Warranties.

                  (a) The Assignor further warrants and represents to the

         Assignee that with respect to each of the Mortgage Loans, each

         representation and warranty set forth in

                                       3

         Section 3.02 of the MLPWA is deemed to be made as of the date hereof

         and is true and correct in all material respects with respect to the

         period of time (in each case the "Holding Period") following the date

         on which each Company sells the Mortgage Loans to the Assignor, which

         shall be such dates as noted on Exhibit B (the "Company Closing Date")

         up to and including the date on which the Assignor assigns the Mortgage

         Loans to the Assignee, which shall be June 30, 2006 (the "Assignment

         Closing Date"), but only to the extent that such representation or

         warranty was true and correct when made by the Companies on the

         applicable Company Closing Date. In the event that the Assignee or the

         Assignor discovers a breach of a representation or warranty with

         respect to a Mortgage Loan arising during the related Holding Period,

         which materially and adversely affects the value of such Mortgage Loan

         or the interest of the Assignee therein, the party discovering such

         breach shall give prompt written notice to the other parties hereto and

         provide the Assignor with evidence of such breach, and the Assignor

         shall have 90 days following the discovery or receipt of notice of such

         breach in which to cure such breach or repurchase the affected Mortgage

         Loan. Subject to subparagraph (b) below, if the Assignor is unable to

         cure such breach, then the Assignor shall promptly repurchase each

         affected Mortgage Loan at the Repurchase Price (as defined below). For

         purposes of making certain representations and warranties contemplated

         in this section, each reference in Section 3.02 of the MLPWA (i) to the

         "Cut-off Date" shall be deemed to be a reference to the Assigned Loans

         Cut-off Date, (ii) to the "Mortgage Loan Schedule" shall be deemed to

         be a reference to Exhibit B attached hereto and (iii) to the "Closing

         Date" shall be deemed to be a reference to the date hereof.

                  (b) The "Repurchase Price" with respect to any affected

         Mortgage Loan shall be an amount equal to (a) the Purchase Price

         Percentage, multiplied by the outstanding principal balance of such