ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Execution Copy

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “ Assignment ”), dated as of May 31, 2006, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “ Depositor ”), J.P. Morgan Mortgage Acquisition Corp. (“ JPMorgan Acquisition ”), Countrywide Home Loans, Inc. (“ Countrywide ”), and Countrywide Home Loans Servicing LP (the “ Servicer ”) and acknowledged by U.S. Bank National Association, as trustee (the “ Trustee ”) of J.P. Morgan Mortgage Acquisition Trust 2006-CW1 (the “ Trust ”) and JPMorgan Chase Bank, National Association, as securities administrator (the “ Securities Administrator ”) of the Trust.

RECITALS

WHEREAS JPMorgan Acquisition and Countrywide have entered into a certain Master Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2006 (the “ Agreement ”), pursuant to which JPMorgan Acquisition has acquired certain Mortgage Loans pursuant to the terms of the Agreement and Countrywide has agreed to service such Mortgage Loans;

WHEREAS the Depositor has agreed, on the terms and conditions contained herein, to purchase from JPMorgan Acquisition certain of the Mortgage Loans (the “ Specified Mortgage Loans ”) which are subject to the provisions of the Agreement and are listed on the mortgage loan schedule attached as Exhibit I hereto (the “ Specified Mortgage Loan Schedule ”); and

WHEREAS the Trustee, on behalf of the Trust, has agreed, on the terms and conditions contained herein, to purchase from the Depositor the Specified Mortgage Loans;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

1.

Assignment and Assumption

(a)

On and as of the date hereof, JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from JPMorgan Acquisition  (the “ First Assignment and Assumption ”), and Countrywide and the Servicer hereby acknowledge the First Assignment and Assumption.

JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of JPMorgan Acquisition with respect to any Mortgage Loans subject to the Agreement which are not the Specified Mortgage Loans.

(b)

On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the “ Second Assignment and Assumption ”), and Countrywide and the Servicer hereby acknowledge the Second Assignment and Assumption.

(c)

On and as of the date hereof, JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

2.

Recognition of Trustee

(a)

From and after the date hereof, both JPMorgan Acquisition and Countrywide shall note the transfer of the Specified Mortgage Loans to the Trustee, in their respective books and records and shall recognize the Trustee, on behalf of the Trust, as of the date hereof, as the owner of the Specified Mortgage Loans, and the Servicer shall service the Specified Mortgage Loans for the benefit of the Trust pursuant to the Agreement, the terms of which are incorporated herein by reference. It is the intention of Countrywide, the Servicer the Depositor, the Trustee and JPMorgan Acquisition that this Assignment shall be binding upon and inure to the benefit of the Depositor, the Trustee and JPMorgan Acquisition and their respective successors and assigns.

(b)

Without in any way limiting the foregoing, the parties confirm that this Assignment includes the rights relating to amendments and waivers under the Agreement.  Accordingly, the right of JPMorgan Acquisition to consent to any amendment of the Agreement and its rights concerning waivers as set forth in Sections 8.14 and 8.17, respectively, of the Agreement shall be exercisable, to the extent any such amendment or waiver affects the Specified Mortgage Loans or any of the rights or obligations under the Agreement with respect thereto (including, without limitation, the servicing of the Specified Mortgage Loans), by the Trustee as assignee of JPMorgan Acquisition.

3.

Representations and Warranties

(a)

The Depositor represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of Countrywide or JPMorgan Acquisition other than those contained in the Agreement or this Assignment.

(b)

Each of the parties hereto represents and warrants that it is duly and legally authorized to enter into this Assignment.

(c)

Each of the parties hereto represents and warrants that this Assignment has been duly authorized, executed and delivered by it and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(d)

Countrywide hereby restates, as of the Closing Date (as defined in the Pooling Agreement), the representations and warranties contained in Section 3.01 of the Agreement (except with respect to Section 3.01 (k)), to and for the benefit of the Depositor, the Trustee and the Trust, and by this reference incorporates such representations and warranties herein, as of such Closing Date.

4.

Continuing Effect

Except as contemplated hereby, the Agreement shall remain in full force and effect in accordance with its terms.

5.

Governing Law

This Assignment and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of New York.

6.

Notices

Any notices or other communications permitted or required under the Agreement to be made to the Depositor and the Trustee shall be made in accordance with the terms of the Agreement and shall be sent to the parties hereto as follows:

In the case of JPMorgan Acquisition:

J.P. Morgan Mortgage Acquisition Corp.

270 Park Avenue, 6 ^th Floor

New York, New York 10017

Telephone: (212) 834 5440

Facsimile (212) 834 6671

Attention: Tom Roh

With a copy to:

JPMorgan Chase & Co.

270 Park Avenue

New York, New York 10017

Attention: General Counsel’s Office

In the case of the Depositor:

J.P. Morgan Acceptance Corporation I

270 Park Avenue

New York, New York 10017

Attention:  J.P. Morgan Mortgage Acquisition Trust 2006-CW1

In the case of the Trustee:

U.S. Bank National Association

209 LaSalle Street, 3 ^rd Floor

Chicago, Illinois 60604-1219

Attention:  J.P. Morgan Mortgage Acquisition Trust 2006-CW1

In the case of the Securities Administrator:

JPMorgan Chase Bank, National Association

4 New York Plaza, 6 ^th Floor

New York, New York 10004

Attention:  

Worldwide Securities Services/Structured Finance

Services-JPMAC 2006-CW1

In the case of Countrywide:

Countrywide Home Loans, Inc.

4500 Park Granada

Calabasas, California 91302

Attention:  Darren Bigby, Executive Vice President

In the case of the Servicer:

Countrywide Home Loans Servicing LP

400 Countrywide Way

Simi Valley, California 93065

Attention:  John Lindberg, Rachel Meza, Eric Varnen and Yuan Li

or to such other address as may hereafter be furnished by a party to the other parties in accordance with the provisions of this Agreement.

7.

Servicing Provisions

The parties to the Agreement hereby agree to amend the Agreement as follows:

a)

A new definition of “Affiliate” is hereby added to Section 1 immediately following the definition of “Agency” to read as follows:

Affiliate :  With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

b)

The definition of “Business Day” in Section 1 is hereby amended in its entirety to read as follows:

Business Day :  Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in the City of New York, New York, the States of California, Texas and Minnesota or the city in which the Corporate Trust Office of the Trustee or Securities Administrator is located are authorized or obligated by law or executive order to be closed.

c)

The definition of “Custodian” in Section 1 is hereby amended in its entirety to read as follows:

Custodian :  A custodian that is appointed pursuant to a Custodial Agreement.  The initial Custodian shall be J.P. Morgan Trust Company, N.A.

d)

A new definition of “Distribution Date” is hereby added to Section 1 immediately following the definition of “Directly Operate” to read as follows:

Distribution Date :  The 25th day of any month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in June 2006.

e)

The definition of “Mortgage Interest Rate” in Section 1 is hereby amended by adding the phrase “net of any Relief Act Reduction” to the end of such definition.

f)

A new definition of “Independent” is hereby added to Section 1 immediately following the definition of “HUD” to read as follows:

Independent : When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, Countrywide and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor, Countrywide or any Affiliate thereof, and (c) is not connected with the Depositor, Countrywide or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor, Countrywide or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of securities issued by the Depositor or Countrywide or any Affiliate thereof, as the case may be.

g)

A new definition of “Offered Certificates” is hereby added to Section 1 immediately following the definition of “Mortgagor” to read as follows:

Offered Certificates :  The Class A-1A, Class A-1B, Class A-2, Class A-3, Class A-4, Class A- 5, Class M-1, Class M- 2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 certificates issued under the Pooling Agreement.

h)

The definition of “Opinion of Counsel” in Section 1 is hereby amended in its entirety to read as follows:

Opinion of Counsel :  A written opinion of counsel, who may be without limitation, an employee of Countrywide or the Depositor, that is reasonably acceptable to the Trustee and the Securities Administrator provided that any Opinion of Counsel relating to (a) qualification of the any REMIC or (b) compliance with the REMIC Provisions, must be an opinion of and Independent counsel.

h)

A new definition of “Pooling Agreement” is hereby added to Section 1 immediately following the definition of “Person” to read as follows:

Pooling Agreement :  The pooling agreement, dated as of May 1, 2006, by and among J.P. Morgan Acceptance Corporation I, the Purchaser, JPMorgan Chase Bank, National Association and U.S. Bank National Association.

i)

The definition of “Rating Agency” is amended and restated to read as follows:

Rating Agency : S&P, Moody’s and Fitch or their successors.  If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, written notice of which designation shall be given to the Trustee, the Securities Administrator and Countrywide.

j)

A new definition of “Relief Act Reduction” is hereby added to Section 1 immediately following the definition of “Regulation AB” to read as follows:

Relief Act Reduction :  With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended calendar month as a result of the application of the Relief Act.

k)

A new definition of “REMIC” is hereby added to Section 1 immediately following the definition of “Regulation AB” to read as follows:

REMIC : A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

l)

A new definition of “REMIC Provisions” is hereby added to Section 1 immediately following the definition of “REMIC” to read as follows:

REMIC Provisions :  Provisions of the federal income tax law relating to real estate mortgage investment conduits which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder, as the foregoing may be in effect from time to time.

m)

The definition of “Remittance Date” is amended and restated to read as follows:

Remittance Date :  With respect to any Distribution Date, the Business Day preceding such Distribution Date.

n)

A new definition of “Securities Administrator” is added to Section 1 immediately following the definition of “Second Lien Mortgage Loan” to read as follows:

Securities Administrator :  JPMorgan Chase Bank, National Association.

o)

Subsection 3.03 (Remedies for Breach of Representations and Warranties) is hereby amended as follows:

(i)

by replacing the words “the Purchaser” at the beginning of the second line of paragraph (d) with “the Trustee on behalf of the Trust Fund”;

(ii)

by replacing each of the references to “the Purchaser” in paragraph (f) of Section 3.03 with “the Trustee on behalf of the Trust Fund”;

(iii)

by adding the following full paragraph to the end of Section 3.03:  

Upon discovery of a breach of representation (bb) that materially and adversely affects the right of the Purchaser to any Prepayment Penalty, the party discovering the breach shall give prompt written notice to the other parties. Within 90 days of the earlier of discovery by Countrywide or receipt of notice by Countrywide of breach, Countrywide shall cure the breach in all material respects or shall pay into the Custodial Account the amount of the Prepayment Penalty that would otherwise be due from the Mortgagor, less any amount representing such Prepayment Penalty previously collected and paid by Countrywide into the Custodial Account.

p)

Subsection 3.08 titled (Credit Reporting) is added to read as follows:  

SECTION 3.08. Credit Reporting  Countrywide will fully furnish in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis.

q)

Subsection 4.01 (Countrywide to Act as Servicer) is hereby amended:

(i)

 by adding the following paragraph after the second paragraph:

Notwithstanding anything in this Agreement to the contrary, Countrywide will not waive any Prepayment Penalty or part of a Prepayment Penalty unless such Prepayment Penalty (a) is a Prepayment Penalty in connection with a Mortgage Loan that is related to a default or an imminent default, (b) is a Prepayment Penalty, the collection of which would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (c) is a Prepayment Penalty, the collection of which would violate applicable federal, state or local law.  Notwithstanding the previous sentence, if Countrywide determines that any Prepayment Penalty is not legally enforceable under the circumstances in which the related Principal Prepayment occurs, then Countrywide shall not be required to attempt to collect the applicable Prepayment Penalty, and shall have no liability or obligation with respect to such Prepayment Penalty.

(ii)

by adding the following paragraph after the last paragraph:

In the event that a Mortgage Loan is substituted, added or deleted pursuant to this Agreement or the Pooling agreement, Countrywide shall provide the Trustee and the Securities Administrator with a list, in an electronic format, of such substituted, added or deleted mortgage loan.

r)

Subsection 4.03 (Realization Upon Defaulted Mortgage Loan) is hereby amended by replacing the words “the Purchaser” at the end of the first sentence of paragraph (a) with “the Trustee on behalf of the Trust Fund”.

s)

Subsection 4.04 (Establishment of Custodial Accounts;