POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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J.P. MORGAN ACCEPTANCE CORPORATION I | WELLS FARGO BANK NATIONAL ASSOCIATION | U.S. BANK NATIONAL ASSOCIATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 11/14/2006

J.P. MORGAN ACCEPTANCE CORPORATION I

Depositor

WELLS FARGO BANK NATIONAL ASSOCIATION

Master Servicer and Securities Administrator

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

___________________________

POOLING AND SERVICING AGREEMENT

Dated as of October 1, 2006

___________________________

J.P. MORGAN ALTERNATIVE LOAN TRUST 2006-A6

MORTGAGE PASS-THROUGH CERTIFICATES

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

SECTION 1.01

Definitions.

SECTION 1.02

Calculations Respecting Mortgage Loans.

ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

SECTION 2.01

Creation and Declaration of Trust Fund; Conveyance of Mortgage

Loans.

SECTION 2.02

Acceptance of Trust Fund by Trustee; Review of Documentation for

Trust Fund.

SECTION 2.03

Representations and Warranties of the Depositor.

SECTION 2.04

Representations and Warranties as to the Mortgage Loans.

SECTION 2.05

Discovery of Breach; Repurchase or Substitution of Mortgage Loans;

Representations and Warranties of Seller as to the Mortgage Loans.

SECTION 2.06

Grant Clause.

SECTION 2.07

Swap Agreement.

ARTICLE III THE CERTIFICATES

SECTION 3.01

The Certificates.

SECTION 3.02

Registration.

SECTION 3.03

Transfer and Exchange of Certificates.

SECTION 3.04

Cancellation of Certificates.

SECTION 3.05

Replacement of Certificates.

SECTION 3.06

Persons Deemed Owners.

SECTION 3.07

Temporary Certificates.

SECTION 3.08

Appointment of Paying Agent.

SECTION 3.09

Book-Entry Certificates.

ARTICLE IV ADMINISTRATION OF THE TRUST FUND

SECTION 4.01

Custodial Accounts; Distribution Account.

SECTION 4.02

[Reserved].

SECTION 4.03

[Reserved].

SECTION 4.04

Reports to Trustee and Certificateholders.

ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

SECTION 5.01

Distributions Generally.

SECTION 5.02

Distributions from the Distribution Account.

SECTION 5.03

Allocation of Losses.

SECTION 5.04

Advances by Master Servicer.

SECTION 5.05

Compensating Interest Payments.

SECTION 5.06

Swap Trust.

SECTION 5.07

Rights of Swap Provider.

SECTION 5.08

Replacement of Swap Provider.

SECTION 5.09

Distribution of Net Swap Payments.

ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR;

EVENTS OF DEFAULT

SECTION 6.01

Duties of Trustee and the Securities Administrator.

SECTION 6.02

Certain Matters Affecting the Trustee and the Securities

Administrator.

100

SECTION 6.03

Trustee and Securities Administrator Not Liable for Certificates.

101

SECTION 6.04

Trustee and the Securities Administrator May Own Certificates.

102

SECTION 6.05

Eligibility Requirements for Trustee.

102

SECTION 6.06

Resignation and Removal of Trustee and the Securities Administrator.

102

SECTION 6.07

Successor Trustee and Successor Securities Administrator.

104

SECTION 6.08

Merger or Consolidation of Trustee or the Securities Administrator.

104

SECTION 6.09

Appointment of Co-Trustee, Separate Trustee or Custodian.

105

SECTION 6.10

Authenticating Agents.

106

SECTION 6.11

Indemnification of the Trustee, the Master Servicer and the Securities

Administrator.

107

SECTION 6.12

Fees and Expenses of Securities Administrator and the Trustee.

108

SECTION 6.13

Collection of Monies.

108

SECTION 6.14

Events of Default; Trustee To Act; Appointment of Successor.

108

SECTION 6.15

Additional Remedies of Trustee Upon Event of Default.

112

SECTION 6.16

Waiver of Defaults.

112

SECTION 6.17

Notification to Holders.

113

SECTION 6.18

Directions by Certificateholders and Duties of Trustee During Event of

Default.

113

SECTION 6.19

Action Upon Certain Failures of the Master Servicer and Upon Event

of Default.

113

SECTION 6.20

Preparation of Tax Returns and Other Reports.

113

SECTION 6.21

Determination of LIBOR.

114

ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE

TRUST FUND

115

SECTION 7.01

Purchase of Mortgage Loans; Termination of Trust Fund Upon

Purchase or Liquidation of All Mortgage Loans.

115

SECTION 7.02

Procedure Upon Redemption or Termination of Trust Fund.

116

SECTION 7.03

Additional Trust Fund Termination Requirements.

117

ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS

117

SECTION 8.01

Limitation on Rights of Holders.

117

SECTION 8.02

Access to List of Holders.

118

SECTION 8.03

Acts of Holders of Certificates.

119

ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY

THE MASTER SERVICER

120

SECTION 9.01

Duties of the Master Servicer; Enforcement of Servicers; and Master

Servicer’s Obligations.

120

SECTION 9.02

Assumption of Master Servicing by Trustee.

122

SECTION 9.03

Representations and Warranties of the Master Servicer.

122

SECTION 9.04

Compensation to the Master Servicer.

124

SECTION 9.05

Merger or Consolidation.

124

SECTION 9.06

Resignation of Master Servicer.

125

SECTION 9.07

Assignment or Delegation of Duties by the Master Servicer.

125

SECTION 9.08

Limitation on Liability of the Master Servicer and Others.

126

SECTION 9.09

Indemnification; Third-Party Claims.

126

ARTICLE X REMIC ADMINISTRATION

127

SECTION 10.01

REMIC Administration.

127

SECTION 10.02

Prohibited Transactions and Activities.

130

SECTION 10.03

Indemnification with Respect to Prohibited Transactions or Loss of

REMIC Status.

130

SECTION 10.04

REO Property.

130

SECTION 10.05

Fidelity Bond.

131

ARTICLE XI EXCHANGE ACT REPORTING

131

SECTION 11.01

Form 10-D Reporting.

131

SECTION 11.02

Form 10-K Reporting.

133

SECTION 11.03

Form 8-K Reporting.

134

SECTION 11.04

Delisting; Amendment; Late Filing of Reports.

136

SECTION 11.05

Annual Statements of Compliance.

137

SECTION 11.06

Annual Assessments of Compliance.

137

SECTION 11.07

Accountant’s Attestation.

138

SECTION 11.08

Sarbanes-Oxley Certification.

140

SECTION 11.09

Indemnification.

140

SECTION 11.10

Additional Information.

142

SECTION 11.11

[Reserved.]

142

SECTION 11.12

Intention of the Parties and Interpretation.

142

SECTION 11.13

Notice under Article XI.

142

ARTICLE XII MISCELLANEOUS PROVISIONS

143

SECTION 12.01

Binding Nature of Agreement; Assignment.

143

SECTION 12.02

Entire Agreement.

143

SECTION 12.03

Amendment.

143

SECTION 12.04

Voting Rights.

144

SECTION 12.05

Provision of Information.

145

SECTION 12.06

Governing Law.

145

SECTION 12.07

Notices.

145

SECTION 12.08

Severability of Provisions.

146

SECTION 12.09

Indulgences; No Waivers.

146

SECTION 12.10

Headings Not To Affect Interpretation.

146

SECTION 12.11

Benefits of Agreement.

146

SECTION 12.12

Special Notices to the Rating Agencies.

146

SECTION 12.13

Conflicts.

147

SECTION 12.14

Counterparts.

147

SECTION 12.15

No Petitions.

148

ATTACHMENTS

Exhibit A

Forms of Certificates

Exhibit B

Form of Residual Certificate Transfer Affidavit (Transferee)

Exhibit C

Form of Residual Certificate Transfer Affidavit (Transferor)

Exhibit D

[Reserved]

Exhibit E

List of Purchase and Servicing Agreements, Servicing Agreements and Purchase Agreements

Exhibit F

List of Custodial Agreements

Exhibit G

[Reserved]

Exhibit H

Form of Rule 144A Transfer Certificate

Exhibit I

Form of Purchaser’s Letter for Institutional Accredited Investors

Exhibit J

Form of ERISA Transfer Affidavit

Exhibit K

Form of Letter of Representations with the Depository Trust Company

Exhibit L

Form of Custodian Certification

Exhibit M

Relevant Servicing Criteria

Exhibit N

Form 10-D, Form 8-K and Form 10-K Reporting Responsibility

Exhibit O

[Reserved]

Exhibit P

Form of Annual Back-Up Certification
Exhibit Q

Additional Disclosure Notification

Schedule A

Mortgage Loan Schedule

This POOLING AND SERVICING AGREEMENT, dated as of October 1, 2006 (the “Agreement”), by and among J.P. MORGAN ACCEPTANCE CORPORATION I, a Delaware corporation, as depositor (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and WELLS FARGO BANK NATIONAL ASSOCIATION, in its dual capacities as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”) and acknowledged by J.P. MORGAN MORTGAGE ACQUISITION CORP., a Delaware corporation, as seller (the “Seller”), for purposes of Sections 2.04 and 2.05 and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as a custodian and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as a custodian (each a “Custodian”) for purposes of Sections 11.01, 11.02, 11.03, 11.06, 11.07 and 11.09.

PRELIMINARY STATEMENT

The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Additional Collateral, (ii) the Swap Agreement, (iii) the Swap Trust, (iv) any payments with respect to Basis Risk or Net WAC Shortfall Carryover Amounts, and (v) payments with respect to Class I Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1,” “Lower-Tier REMIC 2,” “Middle-Tier REMIC 1,” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier REMIC Interests in the Middle-Tier REMIC 1 (other than the Class 1-MT-R Interest) and the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 2 (other than the Class 2-LT-R Interest), the Class 1-P Reserve Fund, the Class 2-P Reserve Fund, and the Class A-R Reserve Fund. Each Middle-Tier REMIC 1 Interest (other than the Class MT1-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1 (each, a “Middle-Tier REMIC 1 Interest”), and each Lower-Tier REMIC 2 Interest (other than the Class 2-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class 1-LT-R Interest.) Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund related to Pool 1 (other than any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class 1-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (each, a “Lower-Tier REMIC 1 Regular Interest”). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund related to Pool 2 (other than any related Excluded Property). Each Lower-Tier REMIC 2 Interest (other than the Class 2-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date.

Lower-Tier REMIC 1:

The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 1, each of which (other than the 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular Interests”):

Class Designation	Initial Principal Balance	Interest Rate
LT1-F1	$ 9,378,220.79	(2)
LT1-V1	$ 9,378,220.79	(3)
LT1-F2	$ 9,102,977.15	(2)
LT1-V2	$ 9,102,977.15	(3)
LT1-F3	$ 8,835,808.31	(2)
LT1-V3	$ 8,835,808.31	(3)
LT1-F4	$ 8,576,477.44	(2)
LT1-V4	$ 8,576,477.44	(3)
LT1-F5	$ 8,324,754.70	(2)
LT1-V5	$ 8,324,754.70	(3)
LT1-F6	$ 8,080,416.93	(2)
LT1-V6	$ 8,080,416.93	(3)
LT1-F7	$ 7,843,247.57	(2)
LT1-V7	$ 7,843,247.57	(3)
LT1-F8	$ 7,613,036.39	(2)
LT1-V8	$ 7,613,036.39	(3)
LT1-F9	$ 7,389,579.30	(2)
LT1-V9	$ 7,389,579.30	(3)
LT1-F10	$ 7,316,509.23	(2)
LT1-V10	$ 7,316,509.23	(3)
LT1-F11	$ 6,957,772.32	(2)
LT1-V11	$ 6,957,772.32	(3)
LT1-F12	$ 6,753,543.86	(2)
LT1-V12	$ 6,753,543.86	(3)
LT1-F13	$ 6,555,307.37	(2)
LT1-V13	$ 6,555,307.37	(3)
LT1-F14	$ 6,362,887.10	(2)
LT1-V14	$ 6,362,887.10	(3)
LT1-F15	$ 6,176,112.48	(2)
LT1-V15	$ 6,176,112.48	(3)
LT1-F16	$ 5,994,817.92	(2)
LT1-V16	$ 5,994,817.92	(3)
LT1-F17	$ 5,818,842.69	(2)
LT1-V17	$ 5,818,842.69	(3)
LT1-F18	$ 5,648,030.77	(2)
LT1-V18	$ 5,648,030.77	(3)
LT1-F19	$ 5,482,230.72	(2)
LT1-V19	$ 5,482,230.72	(3)
LT1-F20	$ 5,321,295.56	(2)
LT1-V20	$ 5,321,295.56	(3)
LT1-F21	$ 5,165,082.56	(2)
LT1-V21	$ 5,165,082.56	(3)
LT1-F22	$ 5,013,453.23	(2)
LT1-V22	$ 5,013,453.23	(3)
LT1-F23	$ 4,979,725.05	(2)
LT1-V23	$ 4,979,725.05	(3)
LT1-F24	$ 4,827,276.76	(2)
LT1-V24	$ 4,827,276.76	(3)
LT1-F25	$ 4,578,378.20	(2)
LT1-V25	$ 4,578,378.20	(3)
LT1-F26	$ 4,443,964.34	(2)
LT1-V26	$ 4,443,964.34	(3)
LT1-F27	$ 4,313,494.74	(2)
LT1-V27	$ 4,313,494.74	(3)
LT1-F28	$ 4,186,853.74	(2)
LT1-V28	$ 4,186,853.74	(3)
LT1-F29	$ 4,063,928.99	(2)
LT1-V29	$ 4,063,928.99	(3)
LT1-F30	$ 4,056,664.76	(2)
LT1-V30	$ 4,056,664.76	(3)
LT1-F31	$ 4,056,916.40	(2)
LT1-V31	$ 4,056,916.40	(3)
LT1-F32	$ 3,994,729.27	(2)
LT1-V32	$ 3,994,729.27	(3)
LT1-F33	$ 4,363,103.16	(2)
LT1-V33	$ 4,363,103.16	(3)
LT1-F34	$ 6,232,780.54	(2)
LT1-V34	$ 6,232,780.54	(3)
LT1-F35	$ 14,431,978.38	(2)
LT1-V35	$ 14,431,978.38	(3)
LT1-F36	$ 5,806,389.27	(2)
LT1-V36	$ 5,806,389.27	(3)
LT1-F37	$ 2,682,752.64	(2)
LT1-V37	$ 2,682,752.64	(3)
LT1-F38	$ 2,660,924.36	(2)
LT1-V38	$ 2,660,924.36	(3)
LT1-F39	$ 2,525,875.07	(2)
LT1-V39	$ 2,525,875.07	(3)
LT1-F40	$ 2,451,717.70	(2)
LT1-V40	$ 2,451,717.70	(3)
LT1-F41	$ 2,379,736.44	(2)
LT1-V41	$ 2,379,736.44	(3)
LT1-F42	$ 2,309,867.49	(2)
LT1-V42	$ 2,309,867.49	(3)
LT1-F43	$ 2,242,048.86	(2)
LT1-V43	$ 2,242,048.86	(3)
LT1-F44	$ 2,176,220.42	(2)
LT1-V44	$ 2,176,220.42	(3)
LT1-F45	$ 2,126,987.54	(2)
LT1-V45	$ 2,126,987.54	(3)
LT1-F46	$ 2,063,891.15	(2)
LT1-V46	$ 2,063,891.15	(3)
LT1-F47	$ 1,989,273.54	(2)
LT1-V47	$ 1,989,273.54	(3)
LT1-F48	$ 1,930,863.14	(2)
LT1-V48	$ 1,930,863.14	(3)
LT1-F49	$ 1,957,605.49	(2)
LT1-V49	$ 1,957,605.49	(3)
LT1-F50	$ 1,816,691.13	(2)
LT1-V50	$ 1,816,691.13	(3)
LT1-F51	$ 1,796,288.13	(2)
LT1-V51	$ 1,796,288.13	(3)
LT1-F52	$ 1,722,396.67	(2)
LT1-V52	$ 1,722,396.67	(3)
LT1-F53	$ 1,727,327.27	(2)
LT1-V53	$ 1,727,327.27	(3)
LT1-F54	$ 1,747,351.52	(2)
LT1-V54	$ 1,747,351.52	(3)
LT1-F55	$ 1,983,533.46	(2)
LT1-V55	$ 1,983,533.46	(3)
LT1-F56	$ 2,265,265.80	(2)
LT1-V56	$ 2,265,265.80	(3)
LT1-F57	$ 4,171,551.99	(2)
LT1-V57	$ 4,171,551.99	(3)
LT1-F58	$ 13,213,621.87	(2)
LT1-V58	$ 13,213,621.87	(3)
LT1-F59	$ 24,438,260.22	(2)
LT1-V59	$ 24,438,260.22	(3)
LT1-F60	$ 6,944,811.72	(2)
LT1-V60	$ 6,944,811.72	(3)
1-LT-R	(1)	(1)

___________________________

(1)

The Class 1-LT-R interest shall not have a principal amount and shall not bear interest. The Class 1-LT-R interest is hereby designated as the sole class of residual interest in Lower-Tier REMIC 1.

(2)

For any Distribution Date (and the related Interest Accrual Period), the interest rate for each of these interests shall be the lesser of (i) the REMIC Swap Rate for such Distribution Date, and (ii) the product of (a) the Pool 1 Net WAC, determined without regard to the Swap Agreement (the “REMIC Net WAC Rate”) and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period), the interest rate for each of these interests shall be the excess, if any, of (i) the product of (a) the REMIC Net WAC Rate and (b) 2, over (ii) the REMIC Swap Rate for such Distribution Date.

On each Distribution Date, the Securities Administrator shall first pay or charge as an expense of Lower-Tier REMIC 1 all expenses of the Trust Fund for such Distribution Date allocable to Pool 1, other than any Net Swap Payment or Swap Termination Payment required to be made from the Trust Fund or the Swap Trust.

On each Distribution Date, the Securities Administrator shall distribute the aggregate Pool 1 Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower-Tier REMIC 1 Regular Interests based on the above-described interest rates.

On each Distribution Date, the Securities Administrator shall distribute the aggregate Pool 1 Principal Remittance Amount with respect to the REMIC 1 Regular Interests, sequentially, to the Lower-Tier REMIC 1 Regular Interests in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero. All losses on the Pool 1 Mortgage Loans shall be allocated among the Lower-Tier REMIC 1 Regular Interests in the same manner that principal distributions are allocated.

On each Distribution Date, the Securities Administrator shall distribute an amount equal to the amount then on deposit in the Distribution Account that represents Prepayment Premiums with respect to Pool 1 to the Class LT1-F60 Interest.

Middle-Tier REMIC 1:

The following table sets forth the designations, principal balances, and interest rates for each interest in Middle-Tier REMIC 1, each of which (other than the MT1-R interest) is hereby designated as a regular interest in Middle-Tier REMIC 1 (the “Middle-Tier REMIC 1 Regular Interests”):

Middle-Tier REMIC 1 Class Designation	Middle-Tier REMIC 1 Interest Rate	Initial Class Principal Amount	Corresponding Class of Certificate(s)
MT1-A1	(1)	½ Corresponding Class balance	1-A-1
MT1-A2	(1)	½ Corresponding Class balance	1-A-2
MT1-A3	(1)	½ Corresponding Class balance	1-A-3
MT1-A4	(1)	½ Corresponding Class balance	1-A-4
MT1-A5	(1)	½ Corresponding Class balance	1-A-5
MT1-M1	(1)	½ Corresponding Class balance	1-M-1
MT1-M2	(1)	½ Corresponding Class balance	1-M-2
MT1-B1	(1)	½ Corresponding Class balance	1-B-1
MT1-B2	(1)	½ Corresponding Class balance	1-B-2
MT1-Q	(1)	(4)	N/A
MT1-IO	(2)	(2)	N/A
MT1-R	(3)	(3)	R

___________________________

(1)

For any Distribution Date (and the related Interest Accrual Period), the interest rate for each of these interests is a per annum rate equal to the weighted average of the interest rates on the Lower-Tier REMIC 1 Regular Interests for such Distribution Date, provided, however, that for any Distribution Date on which the MT1-IO Interest is entitled to a portion of the interest accruals on a Lower-Tier REMIC 1 Regular Interest having an “F” in its class designation, as described in footnote two below, such weighted average shall be computed by first subjecting the rate on such Lower-Tier REMIC 1 Regular Interest to a cap equal to the product of (i) two, and (ii) Swap LIBOR for such Distribution Date (the “Middle-Tier REMIC 1 Net WAC Rate”).

(2)

The Class MT1-IO is an interest only class that does not have a principal balance. For the applicable Distribution Date listed in the first column in the table below, the Class MT1-IO shall be entitled to interest accrued on each Lower-Tier REMIC 1 Regular Interest listed in the second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for each such Lower-Tier REMIC 1 Regular Interest for such Distribution Date over (ii) the product of (a) two, and (b) Swap LIBOR for such Distribution Date.

Distribution Dates	REMIC I Class Designation
1	Class LT1-F1 through LT1-F60
2	Class LT1-F2 through LT1-F60
3	Class LT1-F3 through LT1-F60
4	Class LT1-F4 through LT1-F60
5	Class LT1-F5 through LT1-F60
6	Class LT1-F6 through LT1-F60
7	Class LT1-F7 through LT1-F60
8	Class LT1-F8 through LT1-F60
9	Class LT1-F9 through LT1-F60
10	Class LT1-F10 through LT1-F60
11	Class LT1-F11 through LT1-F60
12	Class LT1-F12 through LT1-F60
13	Class LT1-F13 through LT1-F60
14	Class LT1-F14 through LT1-F60
15	Class LT1-F15 through LT1-F60
16	Class LT1-F16 through LT1-F60
17	Class LT1-F17 through LT1-F60
18	Class LT1-F18 through LT1-F60
19	Class LT1-F19 through LT1-F60
20	Class LT1-F20 through LT1-F60
21	Class LT1-F21 through LT1-F60
22	Class LT1-F22 through LT1-F60
23	Class LT1-F23 through LT1-F60
24	Class LT1-F24 through LT1-F60
25	Class LT1-F25 through LT1-F60
26	Class LT1-F26 through LT1-F60
27	Class LT1-F27 through LT1-F60
28	Class LT1-F28 through LT1-F60
29	Class LT1-F29 through LT1-F60
30	Class LT1-F30 through LT1-F60
31	Class LT1-F31 through LT1-F60
32	Class LT1-F32 through LT1-F60
33	Class LT1-F33 through LT1-F60
34	Class LT1-F34 through LT1-F60
35	Class LT1-F35 through LT1-F60
36	Class LT1-F36 through LT1-F60
37	Class LT1-F37 through LT1-F60
38	Class LT1-F38 through LT1-F60
39	Class LT1-F39 through LT1-F60
40	Class LT1-F40 through LT1-F60
41	Class LT1-F41 through LT1-F60
42	Class LT1-F42 through LT1-F60
43	Class LT1-F43 through LT1-F60
44	Class LT1-F44 through LT1-F60
45	Class LT1-F45 through LT1-F60
46	Class LT1-F46 through LT1-F60
47	Class LT1-F47 through LT1-F60
48	Class LT1-F48 through LT1-F60
49	Class LT1-F49 through LT1-F60
50	Class LT1-F50 through LT1-F60
51	Class LT1-F51 through LT1-F60
52	Class LT1-F52 through LT1-F60
53	Class LT1-F53 through LT1-F60
54	Class LT1-F54 through LT1-F60
55	Class LT1-F55 through LT1-F60
56	Class LT1-F56 through LT1-F60
57	Class LT1-F57 through LT1-F60
58	Class LT1-F58 through LT1-F60
59	Class LT1-F59 through LT1-F60
60	Class LT1-60

(3)

The Class MT1-R interest is the sole class of residual interests in Middle-Tier REMIC 1. It does not have an interest rate or a principal balance.

(4)

This interest shall have an initial principal balance equal to the aggregate principal balance of all the Mortgage Loans as of the Cut-off Date minus the aggregate initial principal balance of each other regular interest in Middle-Tier REMIC 1.

On each Distribution Date, interest shall be distributed on the Middle-Tier REMIC 1 Regular Interests based on the above-described interest rates , provided, however , that interest that accrues on the Class MT1-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the Pool 1 Overcollateralized Amount for such Distribution Date. Any interest so deferred shall itself bear interest at the interest rate for the Class MT1-Q Interest. An amount equal to the interest so deferred shall be distributed as additional principal on the other Middle-Tier REMIC 1 Regular Interests having a principal balance in the manner described under priority First below.

On each Distribution Date principal shall be distributed, and Realized Losses shall be allocated, among the Middle-Tier REMIC 1 Regular Interests in the following order of priority:

First , to the Class MT1-A1, Class MT1-A2, Class MT1-A3, Class MT1-A4, Class MT1-A5, Class MT1-M1, Class MT1-M2, Class MT1-B1, and Class MT1-B2 Interests until the principal balance of each such Middle-Tier REMIC 1 Regular Interest equals one-half of the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date; and

Second , to the Class MT1-Q Interest, any remaining amounts.

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Premiums passed through with respect to the Class LT1-F60 Lower-Tier REMIC 1 Regular Interests on such Distribution Date to the Class MT1-Q Interest.

Lower-Tier REMIC 2:

The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 2, each of which (other than the 2-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC 2 (the “Lower-Tier REMIC 2 Regular Interests”):

Lower-Tier REMIC 2 Class Designation	Lower-Tier REMIC 2 Interest Rate	Initial Class Principal Amount	Corresponding Class of Certificate(s)
LT2-A1	(1)	½ Corresponding Class balance	2-A-1
LT2-A2	(1)	½ Corresponding Class balance	2-A-2
LT2-A3	(1)	½ Corresponding Class balance	2-A-3
LT2-A4	(1)	½ Corresponding Class balance	2-A-4
LT2-A5	(1)	½ Corresponding Class balance	2-A-5
LT2-A6	(1)	½ Corresponding Class balance	2-A-6
LT2-A7	(1)	½ Corresponding Class balance	2-A-7
LT2-A8	(1)	½ Corresponding Class balance	2-A-8
LT2-M1	(1)	½ Corresponding Class balance	2-M-1
LT2-M2	(1)	½ Corresponding Class balance	2-M-2
LT2-B1	(1)	½ Corresponding Class balance	2-B-1
LT2-B2	(1)	½ Corresponding Class balance	2-B-2
LT2-Q	(1)	(3)	N/A
2-LT-R	(2)	(2)	R

___________________________

(1)

For any Distribution Date (and the related Interest Accrual Period), the interest rate for each of these interests is a per annum rate equal to the Pool 2 Net WAC.

(2)

The Class 2-LT-R interest is the sole class of residual interests in Lower-Tier REMIC 2. It does not have an interest rate or a principal balance.

(4)

On each Distribution Date, the Securities Administrator shall first pay or charge as an expense of Lower-Tier REMIC 2 all expenses of the Trust Fund for such Distribution Date allocable to Pool 2.

On each Distribution Date, the Securities Administrator shall distribute the aggregate Pool 2 Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower-Tier REMIC 2 Regular Interests based on the above-described interest rates, provided, however , that interest that accrues on the Class LT2-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the Pool 2 Overcollateralized Amount for such Distribution Date. Any interest so deferred shall itself bear interest at the interest rate for the Class LT2-Q. An amount equal to the interest so deferred shall be distributed as additional principal on the other Lower-Tier REMIC 2 Regular Interests having a principal balance in the manner described under priority First below.

On each Distribution Date principal shall be distributed, and Realized Losses with respect to Pool 2 shall be allocated among the Lower-Tier REMIC 2 Regular Interests in the following order of priority:

First , to the Class LT2-A1, Class LT2-A2, Class LT2-A3, Class LT2-A4, Class LT2-A5, Class LT2-A6, Class LT2-A7, Class LT2-A8, Class LT2-M1, Class LT2-M2, Class LT2-B1, and Class LT2-B2 Interests until the principal balance of each such Lower-Tier REMIC 2 Regular Interest equals one-half of the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date; and

Second , to the Class LT2-Q Interest, any remaining amounts.

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Premiums with respect to Pool 2 to the Class LT2-Q Interest.

The Certificates and the Upper-Tier REMIC

The following table sets forth (or describes) the Class designation, Certificate Interest Rate, initial Class Principal Amount (or initial Class Notional Amount) and minimum denomination for each Class of Certificates comprising interests in the Trust Fund created hereunder.

Class Designation	Certificate Interest Rate	Initial Class Principal Amount	Minimum Denominations or Percentage Interest
1-A-1	5.48%(1)	$275,000,000	$100,000
1-A-2	5.39%(1)	$155,607,000	$100,000
1-A-3	5.48%(1)	$49,472,000	$100,000
1-A-4	5.56%(1)	$60,297,000	$100,000
1-A-5	5.54%(1)	$60,042,000	$100,000
1-M-1	5.63%(1)	$15,968,000	$100,000
1-M-2	5.72%(1)	$9,582,000	$100,000
1-B-1	6.37%(1)	$4,790,000	$100,000
1-B-2	7.32%(1)	$3,194,000	$100,000
1-P	(4)	$100	100%
1-CE	(5)	(5)	100%
2-A-1	5.50%(2)	$55,200,000	$100,000
2-A-2	5.50%(3)	$72,566,000	$100,000
2-A-3	5.85%(3)	$21,428,000	$100,000
2-A-4	5.95%(3)	$23,913,000	$100,000
2-A-5	6.05%(3)	$20,689,000	$100,000
2-A-6	5.95%(3)	$21,368,000	$100,000
2-A-7	5.85%(3)	$17,774,000	$100,000
2-A-8	6.00%(3)	$25,883,000	$100,000
2-M-1	6.10%(3)	$4,743,000	$100,000
2-M-2	6.35%(3)	$2,575,000	$100,000
2-B-1	6.35%(3)	$1,355,000	$100,000
2-B-2	6.35%(3)	$1,355,000	$100,000
2-P	(4)	$100	100%
2-CE	(6)	(6)	100%
AR	N.A.	$100	100%

_______________

(1)

The per annum Certificate Interest Rate on the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-M-1, Class 1-M-2, Class 1-B-1 and Class 1-B-2 Certificates will be equal to the least of (a) LIBOR plus the related Certificate Margin, (b) the Pool 1 Net WAC (adjusted for the actual number of days in the related Accrual Period), and (c) 11.50% per annum. For purposes of the REMIC Provisions, the reference to the Pool 1 Net WAC in the preceding sentence shall be deemed to be a reference to the REMIC Net WAC Rate; therefore, on any Distribution Date on which the Certificate Interest Rate for one of these Certificates exceeds the REMIC Net WAC Rate, interest accruals based on such excess shall be treated as having been paid from the Swap Trust; on any Distribution Date on which the Certificate Interest Rate on one of these Certificates is based on the Pool 1 Net WAC, the amount of interest that would have accrued on the Certificates if the REMIC Net WAC Rate were substituted for the Pool 1 Net WAC shall be treated as having been paid by such Certificateholders to the Swap Trust, all pursuant to and as further provided in Section 10.01(k) hereof.

(2)

The per annum certificate interest rate on the Class 2-A-1 Certificates will be equal to the lesser of (a) the related Fixed Pass-Through Rate and (b) the Pool 2 Net WAC.

(3)

With respect to any Distribution Date on or prior to the Distribution Date in October 2013, the per annum Certificate Interest Rate on the Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-M-1, Class 2-M-2, Class 2-B-1 and Class 2-B-2 Certificates will be equal to the lesser of (a) the related Fixed Pass-Through Rate and (b) the Pool 2 Net WAC. With respect to any Distribution Date on or after the Distribution Date in November 2013, the per annum Certificate Interest Rate on the Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-M-1, Class 2-M-2, Class 2-B-1 and Class 2-B-2 Certificates will be equal to the Pool 2 Net WAC, minus 0.25%.

(4)

The Class 1-P and Class 2-P Certificates will not receive any distributions of interest but will be entitled to all Prepayment Premiums on the Pool 1 Mortgage Loans and Pool 2 Mortgage Loans, respectively.

(5)

The Class 1-CE Certificates will be entitled to all Pool 1 Net Monthly Excess Cashflow remaining after distributions pursuant to clauses 5.02(c)(i) through (xix) hereof. For purposes of compliance with the REMIC Provisions, the Class 1-CE Certificates shall represent ownership of a regular interest in the Upper Tier REMIC (the “Class 1-CE Interest”), which shall comprise three components. The first component has a notional balance equal to the aggregate of the Class Principal Amounts of the Middle-Tier REMIC 1 Regular Interests. The interest rate of the Class 1-CE Interest shall be a rate sufficient to cause all net interest from the Pool 1 Mortgage Loans to accrue on the Class 1-CE Interest that is in excess of the amount of interest that accrues on the Pool 1 Certificates (other than the Class 1-CE Certificates). For any Distribution Date, the Certificate Interest Rate in respect of the Class 1-CE Interest shall be the excess of: (i) the Middle-Tier REMIC 1 Net WAC Rate over (ii) the product of: (A) two and (B) the weighted average interest rate of the Middle-Tier REMIC 1 Regular Interests (other than any interest-only interest), where the MT1-Q Interest is subject to a cap equal to zero and each remaining Middle-Tier REMIC 1 Regular Interest is subject to a cap equal to the Certificate Interest Rate on its Corresponding Class of Certificates, determined by substituting the Middle-Tier REMIC 1 Net WAC Rate for the Pool 1 Net WAC in the definition thereof. The second notional component represents the right to receive all distributions in respect of the Class MT1-IO Interest in Middle-Tier REMIC 1 (the “Class I” interest). The third component represents the right to receive principal equal to the excess of the aggregate Stated Principal Balance of the Pool 1 Mortgage Loans as of the Cut-off Date over the aggregate Initial Class Principal Amount of each other Class of Pool 1Certificates (other than the Class 1-P Certificates) as of the Closing Date. Such principal balance shall not bear interest.

(6)

The Class 2-CE Certificates will be entitled to all Pool 2 Net Monthly Excess Cashflow remaining after distributions pursuant to clauses 5.02(f)(i) through (xvii) hereof. For purposes of compliance with the REMIC Provisions, the Class 2-CE Certificates shall represent ownership of a regular interest in the Upper Tier REMIC (the “Class 2-CE Interest”), which shall comprise two components. The first component has a notional balance equal to the aggregate Class Principal Balance of the Lower-Tier REMIC 2 Regular Interests. The interest rate of the Class 2-CE Interest shall be a rate sufficient to cause all net interest from the Mortgage Loans to accrue on the Class 2-CE Interest that is in excess of the amount of interest that accrues on the Pool 2 Certificates (other than the Class 2-CE Certificates). For any Distribution Date, the Certificate Interest Rate in respect of the Class 2-CE Interest shall be the excess of: (i) the Pool 2 Net WAC over (ii) the product of: (A) two and (B) the weighted average interest rate of the Lower-Tier REMIC 2 Regular Interests, where the 2-LT-Q Interest is subject to a cap equal to zero and each remaining Lower-Tier REMIC 2 Regular Interest is subject to a cap equal to the Certificate Interest Rate on its Corresponding Class of Certificates. The second component represents the right to receive principal equal to the excess of the aggregate Stated Principal Balance of the Pool 2 Mortgage Loans as of the Cut-off Date over the aggregate Initial Class Principal Amount of each other Class of Pool 2 Certificates (other than the Class 2-P Certificates) as of the Closing Date. Such principal balance shall not bear interest.

As of the Cut-off Date, the Aggregate Stated Principal Balance of the Pool 1 Mortgage Loans was $638,742,903 and the Aggregate Stated Principal Balance of the Pool 2 Mortgage Loans was $271,017,423.

The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on a REMIC regular interest, without creating any shortfall—actual or potential (other than for credit losses) to any REMIC regular interest. To the extent that the structure is believed to diverge from such intention the parties identifying such ambiguity shall notify the other parties hereto and shall, in accordance with Section 12.03 of this Agreement, attempt to clarify such ambiguity or correct any errors, including drafting errors.

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator and the Trustee hereby agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01

Definitions.

The following words and phrases, unless the context otherwise requires, shall have the following meanings:

Accountant: A Person engaged in the practice of accounting who (except when this Agreement provides that an Accountant must be Independent) may be employed by or affiliated with the Depositor or an Affiliate of the Depositor.

Accountant’s Attestation: The attestation required from an Accountant for each of the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant pursuant to Section 11.07.

Accrual Period: With respect to any Distribution Date and any Class of Fixed Rate Certificates, other than the Class 2-A-2 Certificates, the calendar month preceding the month in which the Distribution Date occurs and with respect to the LIBOR Certificates and the Class-2-A-2 Certificates, the period from and including the 25th day of the month immediately preceding such Distribution Date (or in the case of the first Distribution Date, October 31, 2006) to and including the 24th day of the month of such Distribution Date. Interest shall accrue on the Fixed Rate Certificates, and on all Lower-Tier Interests on the basis of a 360-day year consisting of twelve 30-day months. Interest shall accrue on the LIBOR Certificates on the basis of a 360-day year consisting of the actual number of days in each Accrual Period.

Acknowledgements: The Assignment, Assumption and Recognition Agreements assigning from the Seller to the Depositor and from the Depositor to the Trustee, for the benefit of the Certificateholders, their respective rights in the Purchase and Servicing Agreements and Servicing Agreements set forth in Exhibit E.

Act: The Securities Act of 1933, as amended.

Additional Collateral: With respect to any Additional Collateral Mortgage Loan, the marketable securities and other acceptable collateral pledged as collateral pursuant to the related pledge agreements.

Additional Collateral Mortgage Loan: Each Mortgage Loan identified as such in the Mortgage Loan Schedule.

Additional Disclosure Notification: As defined in Section 11.01.

Additional Form 10-D Disclosure: As defined in Section 11.01.

Additional Form 10-K Disclosure: As defined in Section 11.02.

Advance: With respect to any Distribution Date and any Mortgage Loan, the payments required to be made by the Servicer of such Mortgage Loan or, if the applicable Servicer fails to make such payments, the Master Servicer, pursuant to this Agreement or the applicable Purchase and Servicing Agreement or Servicing Agreement, as applicable, the amount of any such payment being equal to the aggregate of the payments of principal and interest (net of the applicable Servicing Fee and net of any net income in the case of any REO Property) on the Mortgage Loans that were due on the related Due Date and not received as of the close of business on the related Determination Date, less the aggregate amount of any such delinquent payments that the Master Servicer or the applicable Servicer has determined would constitute Nonrecoverable Advances if advanced.

Adverse REMIC Event: Either (i) loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in the Preliminary Statement to this Agreement, or (ii) imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to the extent such tax would be payable from assets held as part of the Trust Fund.

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.

Aggregate Expense Rate: With respect to any Mortgage Loan, the Servicing Fee Rate, the Master Servicing Fee Rate and any applicable mortgage insurance policy premium payable by any Servicer.

Aggregate Stated Principal Balance: As to any Distribution Date, the aggregate of the Stated Principal Balances for all Mortgage Loans which were outstanding on the Due Date in the month preceding the month of such Distribution Date.

Aggregate Voting Interests: The aggregate of the Voting Interests of all the Certificates under this Agreement.

Agreement: This Pooling and Servicing Agreement and all amendments and supplements hereto.

Allocated Realized Loss Amount: With respect to any Distribution Date and any Class of Senior Certificates, Mezzanine Certificates or Subordinate Certificates, the amount by which (A) any Applied Loss Amounts allocated to such Class of Certificates on any prior Distribution Date pursuant to Section 5.03 exceeds the sum of (B)(i) any additions to the Class Principal Amount pursuant to Section 5.03(d) on any previous Distribution Date (to the extent such addition did not otherwise reduce the Applied Loss Amount allocated on a previous Distribution Date) and (ii) the aggregate of the amounts paid in respect of reimbursement of Unpaid Realized Loss Amounts pursuant to Section 5.02(c) or (f), as applicable, on previous Distribution Dates.

American Home: American Home Mortgage Corp. or any successor in interest.

American Home Mortgage Loan: Each Mortgage Loan originated by American Home and listed on the Mortgage Loan Schedule.

American Home Purchase Agreement: Each agreement between the Seller and American Home listed under the heading “Purchase Agreements” in Exhibit E hereto.

Applied Loss Amount: As to any Distribution Date and Pool, an amount equal to the excess, if any, of (i) the aggregate Class Principal Amount of the Senior, Mezzanine and Subordinate Certificates related to such Pool, after giving effect to all Realized Losses incurred on the related Mortgage Loans during the related Due Period, distributions of principal on such Distribution Date and any additions to the Class Principal Amounts of the related Certificates pursuant to Section 5.03(d) on such Distribution Date over (ii) the Aggregate Stated Principal Balance of the Mortgage Loans in such Pool for such Distribution Date.

Appraised Value: With respect to any Mortgage Loan, the Appraised Value of the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of (a) the value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Mortgage Loan and (b) the sales price of the Mortgaged Property at the time of the origination of such Mortgage Loan; provided, however, that with respect to certain Mortgage Loans financing the acquisition of the related Mortgaged Property is in New York State, the Appraised Value will be based solely on the appraisal made at the time of origination of such Mortgage Loan and (ii) with respect to a Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Refinancing Mortgage Loan.

Assessment of Compliance: The certification required from each of the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant pursuant to Section 11.06.

Assignment: The Assignments, each dated as of October 1, 2006 between the Seller and the Custodian, pursuant to which the Seller assigns to the Trustee all of its rights, title and interest under the Custodial Agreements to the extent relating to certain specified mortgage loans.

Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage to the Trustee, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, if permitted by law; provided, however , that neither the Trustee nor the Custodian shall be responsible for determining whether any such assignment is in recordable form.

Assignment of Proprietary Lease: With respect to a Cooperative Loan, an assignment of the Proprietary Lease sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Proprietary Lease.

Assignment of Recognition Agreement: With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

Authenticating Agent: Any authenticating agent appointed by the Trustee pursuant to Section 6.10 until any successor authenticating agent for the Certificates is named, and thereafter “Authenticating Agent” shall mean any such successor. The Authenticating Agent shall be Wells Fargo Bank, N.A. for so long as it is acting as Securities Administrator under this Agreement.

Authorized Officer: Any Person who may execute an Officer’s Certificate on behalf of the Depositor.

Available Distribution Amount: With respect to any Distribution Date and Pool, the total amount of all cash received from each Servicer on the related Mortgage Loans for deposit into the Distribution Account in respect of such Distribution Date, including (1) all scheduled installments of interest (net of the related Servicing Fees and any lender paid mortgage insurance fees) and principal collected on the related Mortgage Loans and due during the Due Period related to such Distribution Date, together with any Advances in respect thereof, (2) all Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans in such Pool, for such Distribution Date and such Pool, (3) all Principal Prepayments, together with any accrued interest thereon, identified as having been received from the Mortgage Loans in such Pool during the related Prepayment Period, (4) any amounts paid by the Master Servicer and/or received from the Servicers in respect of Prepayment Interest Shortfalls with respect to the Mortgage Loans in such Pool, (5) the aggregate Purchase Price of all Defective Mortgage Loans in such Pool purchased from the Trust Fund during the related Prepayment Period, (6) with respect to Pool 1, the amount added to the Pool 1 Principal Remittance Amount pursuant to Section 5.09 from Net Swap Payments received by the Swap Trust and (7) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Article VII hereof, that portion of the Redemption Price in respect of principal of the Mortgage Loans in such Pool, up to the Par Value, minus:

(A)

all related fees, charges and other amounts payable or reimbursable to the Master Servicer, the Securities Administrator, the Custodian or the Trustee under this Agreement or to the related Servicer under the applicable Purchase and Servicing Agreement or Servicing Agreement allocable to such Pool, as applicable;

(B)

in the case of (2), (3), (4) and (5) above, any related unreimbursed expenses incurred by the related Servicer in connection with a liquidation or foreclosure and any unreimbursed Advances or Servicing Advances due to the Master Servicer or the related Servicer allocable to such Pool;

(C)

any related unreimbursed Nonrecoverable Advances due to the Master Servicer or the Servicers allocable to such Pool; and

(D)

in the case of (1) through (4) above, any related amounts collected which are determined to be attributable to a subsequent Due Period or Prepayment Period;

Bankruptcy: As to any Person, the making of an assignment for the benefit of creditors, the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or insolvency proceeding, the seeking of reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, or seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator, dissolution, or termination, as the case may be, of such Person pursuant to the provisions of either the Bankruptcy Code or any other similar state laws.

Bankruptcy Code: The United States Bankruptcy Code of 1986, as amended.

Basis Risk Shortfall Carryover Amounts: For any Distribution Date and the LIBOR Certificates, an amount equal to the sum of (i) the excess, if any, of (x) the amount of interest such Class of Certificates would have accrued on such Distribution Date had its Certificate Interest Rate for such Distribution Date been equal to the lesser of (a) LIBOR plus the applicable Certificate Margin per annum and (b) 11.50% per annum, over (y) the amount of interest such Class of Certificates accrued for such Distribution Date at the Pool 1 Net WAC (adjusted to an actual/360 basis) and (ii) the unpaid portion of any Basis Risk Shortfall Carryover Amount for such Class from the prior Distribution Date together with interest accrued on such unpaid portion for the most recently ended Accrual Period at the lesser of (a) LIBOR plus the applicable Certificate Margin and (b) 11.50% per annum.

Book-Entry Certificates: Beneficial interests in Certificates designated as “Book-Entry Certificates” in this Agreement, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 3.09; provided, that after the occurrence of a Book-Entry Termination whereupon book-entry registration and transfer are no longer permitted and Definitive Certificates are to be issued to Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry Certificates.” As of the Closing Date, all Classes of Certificates constitute Book-Entry Certificates, other than the Class A-R, Class 1-P, Class 2-P, Class 1-CE and Class 2-CE Certificates.

Book-Entry Termination: The occurrence of any of the following events: (i) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book Entry Certificates, and the Depositor is unable to locate a qualified successor; or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency.

Bring-Down Date: With respect to any Mortgage Loan, the date as of which the applicable Originator makes the representations and warranties with respect to such Mortgage Loan and as specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable.

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

Certificate: Any one of the certificates signed by the Trustee, or the Securities Administrator on the Trustee’s behalf, and authenticated by the Securities Administrator as Authenticating Agent in substantially the forms attached hereto as Exhibit A.

Certificate Interest Rate: With respect to each Class of Certificates and any Distribution Date, the applicable per annum rate described in the Preliminary Statement hereto.

Certificate Margin: With respect to the LIBOR Certificates and any Distribution Date, the amount set forth in the table below:

Class	On or prior to the Pool 1 Initial Clean-up Call Date	After the Pool 1 Initial Clean-up Call Date

1-A-1	0.160%	0.320%
1-A-2	0.070%	0.140%
1-A-3	0.160%	0.320%
1-A-4	0.240%	0.480%
1-A-5	0.220%	0.440%
1-M-1	0.310%	0.465%
1-M-2	0.400%	0.600%
1-B-1	1.050%	1.575%
1-B-2	2.000%	3.000%

Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

Certificate Principal Amount: With respect to any Certificate, the Certificate Principal Amount as of the Closing Date as reduced by all amounts previously distributed on that Certificate in respect of principal and the principal portion of any Realized Losses previously allocated to that Certificate; provided, however, that the aggregate Certificate Principal Amount of each class of Certificates to which Realized Losses have been allocated shall be increased, sequentially in the priority in which Realized Losses have been allocated, by the amount of Subsequent Recoveries distributed as principal to any related class of Certificates, but not by more than the amount of Realized Losses previously allocated to reduce the Certificate Principal Amount of such class of Certificates.

Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 3.02. Wells Fargo Bank, N.A. will act as Certificate Registrar for so long as it is the Securities Administrator under this Agreement.

Certificateholder: The meaning provided in the definition of “Holder.”

Certification Parties: has the meaning set forth in Section 11.08.

Certifying Person: has the meaning set forth in Section 11.08.

Chase Originator: CHF and/or JPMCB, as the context requires.

Chase Originator Mortgage Loan: Each Mortgage Loan originated by a Chase Originator and listed on the Mortgage Loan Schedule.

Chase Originator Purchase and Servicing Agreement: Each agreement between the Seller and a Chase Originator listed under the heading “Purchase and Servicing Agreements” in Exhibit E hereto, as modified by the related Acknowledgement.

CHF: Chase Home Finance, LLC or its successor in interest.

Civil Relief Act: The Servicemembers Civil Relief Act and any similar state laws.

Class: Collectively, Certificates bearing the same class designation. In the case of the Lower-Tier REMIC 1, Lower-Tier REMIC 2 and Middle-Tier REMIC 1, the term “Class” refers to all Lower-Tier Interests having the same alphanumeric designation.

Class 1-B-1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates (after taking into account the payment of the Pool 1 Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Amount of the Class 1-M-1 Certificates (after taking into account the payment of the Class 1-M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Amount of the Class 1-M-2 Certificates (after taking into account the payment of the Class 1-M-2 Principal Distribution Amount on such Distribution Date), and (iv) the Class Principal Amount of the Class 1-B-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 97.50% and (ii) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 1 Overcollateralization Floor.

Class 1-B-2 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates (after taking into account the payment of the Pool 1 Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Amount of the Class 1-M-1 Certificates (after taking into account the payment of the Class 1-M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Amount of the Class 1-M-2 Certificates (after taking into account the payment of the Class 1-M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Amount of the Class 1-B-1 Certificates (after taking into account the payment of the Class 1-B-1 Principal Distribution Amount on such Distribution Date) and (v) the Class Principal Amount of the Class 1-B-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 98.50% and (ii) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 1 Overcollateralization Floor.

Class 1-CE Distribution Amount: With respect to any Distribution Date (i) the amount distributable to the Class 1-CE Interest for such Distribution Date as set forth in “The Certificates and the Upper-Tier REMIC” in the Preliminary Statement herein, less (ii) distributions made pursuant to Section 5.02(c)(i)-(xix) on such Distribution Date.

Class 1-M-1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates (after taking into account the payment of the Pool 1 Senior Principal Distribution Amount on such Distribution Date) and (ii) the Class Principal Amount of the Class 1-M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.00% and (ii) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 1 Overcollateralization Floor.

Class 1-M-2 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates (after taking into account the payment of the Pool 1 Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Amount of the Class 1-M-1 Certificates (after taking into account the payment of the Class 1-M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Class Principal Amount of the Class 1-M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 96.00% and (ii) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 1 Overcollateralization Floor.

Class 2-A-7 Priority Amount Percentage: With respect to any Distribution Date, the product of (a) the Class 2-A-7 Priority Percentage and (b) the Class 2-A-7 Shift Percentage, in each case for such Distribution Date.

Class 2-A-7 Priority Percentage: With respect to any Distribution Date, the aggregate Class Principal Amount of the Class 2-A-7 Certificates divided by the aggregate Class Principal Amount of the Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6 and Class 2-A-7 Certificates, in each case immediately prior to any distributions on that Distribution Date.

Class 2-A-7 Shift Percentage: With respect to any Distribution Date, the percentage indicated below:

DISTRIBUTION DATE OCCURRING IN	SHIFT PERCENTAGE
November 2006 through October 2009	0%
November 2009 through October 2011	45%
November 2011 through October 2012	80%
November 2012 through October 2013	100%
November 2013 and thereafter	300%

Class 2-B-1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Pool 2 Senior Certificates (after taking into account the payment of the Pool 2 Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Amount of the Class 2-M-1 Certificates (after taking into account the payment of the Class 2-M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Amount of the Class 2-M-2 Certificates (after taking into account the payment of the Class 2-M-2 Principal Distribution Amount on such Distribution Date), and (iv) the Class Principal Amount of the Class 2-B-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 97.40% and (ii) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 2 Overcollateralization Floor.

Class 2-B-2 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Pool 2 Senior Certificates (after taking into account the payment of the Pool 2 Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Amount of the Class 2-M-1 Certificates (after taking into account the payment of the Class 2-M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Amount of the Class 2-M-2 Certificates (after taking into account the payment of the Class 2-M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Amount of the Class 2-B-1 Certificates (after taking into account the payment of the Class 2-B-1 Principal Distribution Amount on such Distribution Date) and (v) the Class Principal Amount of the Class 2-B-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 98.40% and (ii) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 2 Overcollateralization Floor.

Class 2-CE Distribution Amount: With respect to any Distribution Date (i) the product of (x) a notional amount, equal to the Pool 2 Aggregate Collateral Balance as of the first day of the month of such Distribution Date (after giving effect to Monthly Payments of principal due on such date), and (y) the Certificate Interest Rate for the Class 2-CE Interest for such Distribution Date as set forth in “The Certificates and the Upper-Tier REMIC” in the Preliminary Statement herein, less (ii) distributions made pursuant to Section 5.02(f)(i)-(xvii) on such Distribution Date.

Class 2-M-1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Pool 2 Senior Certificates (after taking into account the payment of the Pool 2 Senior Principal Distribution Amount on such Distribution Date) and (ii) the Class Principal Amount of the Class 2-M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 94.50% and (ii) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 2 Overcollateralization Floor.

Class 2-M-2 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Pool 2 Senior Certificates (after taking into account the payment of the Pool 2 Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Amount of the Class 2-M-1 Certificates (after taking into account the payment of the Class 2-M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Class Principal Amount of the Class 2-M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 96.40% and (ii) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 2 Overcollateralization Floor.

Class A-R Certificate: The Class A-R Certificate executed by the Securities Administrator on behalf of the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing the ownership of the residual interest in the Upper-Tier REMIC formed hereby.

Class A-R Reserve Fund: The Eligible Account established pursuant to Section 5.02(k).

Class CE Certificates: The Class 1-CE Certificates and the Class 2-CE Certificates.

Class I Shortfall: As defined in Section 10.01(k).

Class P Certificates: The Class 1-P Certificates and the Class 2-P Certificates.

Class P Reserve Funds: The Class 1-P Reserve Fund and Class 2-P Reserve Fund established pursuant to Section 5.02(j).

Class Principal Amount: With respect to each Class of Certificates, the aggregate of the Certificate Principal Amounts of all Certificates of such Class at the date of determination. With respect to any Lower-Tier Interest, the initial Class Principal Amount as shown or described in the table set forth in the Preliminary Statement for such REMIC, as reduced by principal distributed with respect to such Lower-Tier Interest and Realized Losses allocated to such Lower-Tier Interest at the date of determination.

Clearing Agency: An organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. As of the Closing Date, the Clearing Agency shall be The Depository Trust Company.

Clearing Agency Participant: A broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

Closing Date: October 30, 2006.

Code: The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

Commission: The Securities and Exchange Commission.

Compensating Interest Payment: As to any Distribution Date, the lesser of (1) the aggregate Master Servicing Fee for such date, and (2) any Prepayment Interest Shortfall for such date, to the extent that Prepayment Interest Shortfalls relating to such Distribution Date are required to be paid by the Servicers pursuant to the Purchase and Servicing Agreements or Servicing Agreements, as applicable, as amended by the Acknowledgements, but not actually paid by the Servicers.

Consent: A document executed by the Cooperative Corporation (i) consenting to the sale of the Cooperative Unit to the Mortgagor and (ii) certifying that all maintenance charges relating to the Cooperative Unit have been paid.

Cooperative Corporation: The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

Cooperative Loan: Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

Cooperative Property: The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the shares of the Cooperative Corporation.

Cooperative Shares: Shares issued by a Cooperative Corporation.

Cooperative Unit: With respect to any Cooperative Mortgage Loan, a specific unit in a Cooperative Property.

Corporate Trust Office: With respect to the Trustee, the corporate trust office of the Trustee located at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention: Structured Finance Trust Services, J.P. Morgan Alternative Loan Trust 2006-A6, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Securities Administrator or the principal corporate trust office of any successor Trustee. With respect to the Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust, J.P. Morgan Alternative Loan Trust 2006-A6.

Corresponding Certificates: With respect to each Lower-Tier or Middle-Tier Interest, the Certificates so designated in the Preliminary Statement.

Countrywide: Countrywide Home Loans, Inc., or any successor in interest.

Countrywide Servicing: Countrywide Home Loans Servicing L.P. or any successor in interest.

Countrywide Mortgage Loan: Each Mortgage Loan originated by Countrywide and listed on the Mortgage Loan Schedule.

Countrywide Purchase and Servicing Agreement: Each agreement between the Seller and Countrywide or Countrywide Servicing listed under the heading “Purchase and Servicing Agreements” in Exhibit E hereto, as modified by the related Acknowledgement.

CTX: CTX Mortgage Company, LLC, or any successor in interest.

CTX Mortgage Loan: Each Mortgage Loan originated by CTX and listed on the Mortgage Loan Schedule.

CTX Purchase Agreement: Each agreement between the Seller and CTX listed under the heading “Purchase Agreements” in Exhibit E hereto.

Current Interest: With respect to each Class of Certificates entitled to interest and any Distribution Date, the aggregate amount of interest accrued at the applicable Certificate Interest Rate during the related Accrual Period on the Class Principal Amount of such Class, as applicable, immediately prior to such Distribution Date.

Custodial Accounts: Each custodial account (other than an Escrow Account) established and maintained by a Servicer pursuant to a Purchasing and Servicing Agreement or Servicing Agreement, as applicable.

Custodial Agreements: The Custodial Agreements, listed in Exhibit F hereof, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

Custodian: A Person who is at anytime appointed by the Trustee and the Depositor as a custodian of the Mortgage Documents and the Trustee Mortgage Files. The initial Custodians are JPMorgan Chase Bank, N.A and The Bank of New York Trust Company, N.A. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation or association to which all or substantially all of the corporate trust business of the Custodian may be sold or otherwise transferred, shall be the successor Custodian hereunder without any further act.

Cut-off Date: October 1, 2006.

Debt Service Reduction: With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

Defective Mortgage Loan: The meaning specified in Section 2.05.

Deficient Valuation: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable in a proceeding under the Bankruptcy Code.

Deficient Valuation Reduction: The difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

Definitive Certificate: A Certificate of any Class issued in definitive, fully registered, certificated form.

Deleted Mortgage Loan: A Mortgage Loan which is repurchased, or replaced or to be replaced with a Replacement Mortgage Loan.

Delinquent: Any Mortgage Loan with respect to which the Scheduled Payment due on a Due Date is not received.

Depositor: J.P. Morgan Acceptance Corporation I, a Delaware corporation having its principal place of business in New York, or its successors in interest.

Determination Date: With respect to each Distribution Date and Servicer, the date specified as such in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Disqualified Organization: A “disqualified organization” as defined in Section 860E(e)(5) of the Code.

Distribution Account: The separate Eligible Account created and maintained by the Securities Administrator, on behalf of the Trustee, pursuant to Section 4.01. Funds in the Distribution Account (exclusive of any earnings on investments made with funds deposited in the Distribution Account) shall be held in trust for the Trustee and the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date: The 18th day of each calendar month after the initial issuance of the Certificates or, if such 18th day is not a Business Day, the immediately preceding Business Day, commencing in November 2006.

Distribution Date: The 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day, commencing in November 2006.

Due Date: With respect to any Mortgage Loan, the date on which a Scheduled Payment is due under the related Mortgage Note as indicated in the applicable Purchase and Servicing Agreement.

Due Period: As to any Distribution Date, the period beginning on the second day of the month preceding the month of such Distribution Date, and ending on the first day of the month of such Distribution Date.

Early Termination Date: As defined in the Swap Agreement.

Eligible Account: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC or the SAIF (to the limits established by the FDIC or the SAIF) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency, as evidenced by a signed writing delivered by each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee, the Paying Agent, the Securities Administrator or the Master Servicer.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

ERISA-Restricted Certificate: The Class A-R, Class 1-CE, Class 2-CE, Class 1-P and the Class 2-P Certificates, and any Certificate that does not satisfy the applicable rating requirement under the Underwriter’s Exemption and the Uncertificated Interest.

ERISA-Restricted Swap Certificates: The Pool 1 Senior Certificates, the Pool 1 Mezzanine Certificates and the Pool 1 Subordinate Certificates.

Escrow Account: As defined in Article I of each Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Estoppel Letter: A document executed by the Cooperative Corporation certifying, with respect to a Cooperative Unit, (i) the appurtenant Proprietary Lease will be in full force and effect as of the date of issuance thereof, (ii) the related stock certificate was registered in the Mortgagor’s name and the Cooperative Corporation has not been notified of any lien upon, pledge of, levy of execution on or disposition of such stock certificate, and (iii) the Mortgagor is not in default under the appurtenant Proprietary Lease and all charges due the Cooperative Corporation have been paid.

Event of Default: Any one of the conditions or circumstances enumerated in Section 6.14.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Fair Market Value: With respect to a Pool, an amount equal to the fair market value of all of the property related to such Pool as agreed upon between the Master Servicer and a majority of the holders of the related Uncertificated Interest; provided, however, that if the Master Servicer and a majority of the holders of the related Uncertificated Interest do not agree upon the fair market value of all of such property, the Master Servicer, or an agent appointed by the Master Servicer, shall solicit bids for all of such property, until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids.

Fannie Mae: The entity formerly known as the Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

FDIC: The Federal Deposit Insurance Corporation or any successor thereto.

FHLMC: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

Fitch Ratings: Fitch, Inc., or any successor in interest.

Fixed Pass-Through Rate: For any Class of Fixed-Rate Certificates, the Certificate Interest Rate set forth in the Preliminary Statement in the table under “The Certificates and the Upper-Tier REMIC” for such Class of Fixed Rate Certificates.

Fixed-Rate Certificates: The Pool 2 Certificates, other than the Class 2-P and Class 2-CE Certificates.

Fixed Swap Payment: With respect to any Distribution Date, an amount equal to the product of 5.189% and the Swap Agreement Notional Amount for such Distribution Date, multiplied by a fraction, the numerator of which is 30 (except with respect to the first Distribution Date, on which the numerator is 25) and the denominator of which is 360.

Floating Swap Payment: With respect to any Distribution Date, an amount equal to the product of (x) one-month LIBOR (as determined pursuant to the Swap Agreement), (y) the Swap Agreement Notional Amount for that Distribution Date and (z) a fraction, the numerator of which is the actual number of days elapsed from the previous Distribution Date to but excluding the current Distribution Date (or, for the first Distribution Date, the actual number of days elapsed from the Closing Date to but excluding the first Distribution Date), and the denominator of which is 360.

Form 8-K Disclosure Information: As defined in Section 11.03.

Global Securities: The global certificates representing the Book-Entry Certificates.

GreenPoint: GreenPoint Mortgage Funding, Inc. or any successor in interest.

GreenPoint Mortgage Loan: Each Mortgage Loan originated by GreenPoint and listed on the Mortgage Loan Schedule.

GreenPoint Purchase Agreement: Each agreement between the Seller and GreenPoint listed under the heading “Purchase Agreements” in Exhibit E hereto, as modified by the related Acknowledgement.

Holder or Certificateholder: The registered owner of any Certificate or Uncertificated Interest as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Trustee, the Master Servicer, the Securities Administrator and any Servicer, or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. The Trustee may request and conclusively rely on certifications by the Depositor, the Master Servicer, the Securities Administrator or any Servicer in determining whether any Certificates are registered to an Affiliate of the Depositor, the Master Servicer, the Securities Administrator or any Servicer.

HSBC: HSBC Mortgage Corporation (USA), or any successor in interest.

HSBC Mortgage Loan: Each Mortgage Loan originated by HSBC and listed on the Mortgage Loan Schedule.

HSBC Purchase and Servicing Agreement: Each agreement between the Seller and HSBC listed under the heading “Purchase and Servicing Agreements” in Exhibit E hereto, as modified by the related Acknowledgement.

HUD: The United States Department of Housing and Urban Development, or any successor thereto.

Independent: When used with respect to any Accountant, a Person who is “independent” within the meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation S-X. Independent means, when used with respect to any other Person, a Person who (A) is in fact independent of another specified Person and any Affiliate of such other Person, (B) does not have any material direct or indirect financial interest in such other Person or any Affiliate of such other Person, (C) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions and (D) is not a member of the immediate family of a Person defined in clause (B) or (C) above.

Initial Optional Purchase Date: The Pool 1 Initial Optional Purchase Date or the Pool 2 Initial Optional Purchase Date, as applicable.

Insurance Policy: With respect to any Mortgage Loan, any insurance policy, including all names and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds: Proceeds paid by any Insurance Policy (excluding proceeds required to be applied to the restoration and repair of the related Mortgaged Property or released to the Mortgagor), in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses and the proceeds from any Limited Purpose Surety Bond.

Insured Expenses: Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Distribution Amount: With respect to any Class of Pool 1 Certificates entitled to distributions of interest, the related Pool 1 Interest Distribution Amount. With respect to any Class of Pool 2 Certificates entitled to distributions of interest, the related Pool 2 Interest Distribution Amount.

Interest Shortfall: As to any Class of Certificates and any Distribution Date, the amount by which the Interest Distribution Amount for such Class on all prior Distribution Dates exceeds amounts distributed in respect thereof to such Class on prior Distribution Dates.

Intervening Assignments: The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument.

ISDA: International Swaps and Derivatives Association, Inc.

ISDA Master Agreement: An ISDA Master Agreement (Multicurrency-Cross Border) in the form published by ISDA in 1992 including the schedule thereto.

Item 1123 Certification: The certification required from each of the Master Servicer, the Securities Administrator and each Servicing Function Participant pursuant to Section 11.05.

Johnson: Johnson Bank, or any successor in interest.

Johnson Mortgage Loan: Each Mortgage Loan originated by Johnson and listed on the Mortgage Loan Schedule.

Johnson Sale and Servicing Agreement: Each agreement between the Seller and Johnson listed under the heading “Purchase and Servicing Agreements” in Exhibit E hereto, as modified by the related Acknowledgement.

JPMCB: JPMorgan Chase Bank, National Association, or its successors in interest.

Latest Possible Maturity Date: The Distribution Date occurring in the month three years after the latest scheduled maturity date for any Mortgage Loan held in the Trust Fund on the Closing Date.

LIBOR: For any Distribution Date (and the related Accrual Period), the London Interbank Offered Rate for one-month United States dollar deposits quoted on Telerate Page 3750 as of 11:00 A.M., London time, on the related LIBOR Determination Date relating. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be reasonably selected by the Securities Administrator), the rate will be the Reference Bank Rate. If no such quotations can be obtained and no Reference Bank Rate is available, LIBOR will be LIBOR applicable to the preceding Distribution Date. On the LIBOR Determination Date immediately preceding each Distribution Date, the Securities Administrator shall determine LIBOR for the Accrual Period commencing on such Distribution Date and inform the Trustee, the Master Servicer and each Servicer of such rate.

LIBOR Business Day: Any day on which banks in London, England and the City of New York are open and conducting transactions in foreign currency and exchange.

LIBOR Certificates: The Pool 1 Certificates, other than the Class 1-P and Class 1-CE Certificates.

LIBOR Determination Date: The second LIBOR Business Day prior to the first day of the related Accrual Period.

Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the related Servicer has certified (in accordance with its Purchase and Servicing Agreement or Servicing Agreement, as applicable) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan including the final disposition of an REO Property.

Liquidation Proceeds: Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans (including, with respect to any Additional Collateral Mortgage Loans, all proceeds related to the Additional Collateral), whether through trustee’s sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property.

Loan-To-Value Ratio: With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property.

Lower-Tier Interest: Any Lower-Tier REMIC 1 Interest or Lower-Tier REMIC 2 Interest.

Lower-Tier REMIC 1: As described in the Preliminary Statement.

Lower-Tier REMIC 2: As described in the Preliminary Statement.

Market Street: Market Street Mortgage Corporation, or any successor in interest.

Market Street Mortgage Loan: Each Mortgage Loan originated by Market Street and listed on the Mortgage Loan Schedule.

Market Street Purchase Agreement: Each agreement between the Seller and Market Street, listed under the heading “Purchase Agreements” in Exhibit E hereto.

Master Servicer: Wells Fargo Bank, N.A., a national banking association organized under the laws of the United States in its capacity as Master Servicer and any Person succeeding as Master Servicer hereunder or any successor in interest, or if any successor master servicer shall be appointed as herein provided, then such successor master servicer.

Master Servicing Fee: With respect to any Distribution Date, an amount equal to 1/12 ^th of the product of (1) the principal balance of the Mortgage Loans as of the first day of the related Due Period and (2) the Master Servicing Fee Rate with respect to the Mortgage Loans. The Master Servicer also may be entitled to a portion of the investment earnings on amounts on deposit in the Distribution Account payable under the terms hereof.

Master Servicing Fee Rate: With respect to the Mortgage Loans, a per annum rate equal to 0.01%.

MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor to Mortgage Electronic Registration Systems, Inc.

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.

MERS® System: The system of recording transfers of mortgages electronically maintained by MERS.

Mezzanine Certificates: The Pool 1 Mezzanine Certificates and the Pool 2 Mezzanine Certificates.

Middle-Tier REMIC 1: As described in the Preliminary Statement.

MIN: The mortgage identification number for any MERS Mortgage Loan.

MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

Moody’s: Moody’s Investors Service, Inc., or any successor in interest.

Mortgage: A mortgage, deed of trust or other instrument encumbering a fee simple interest in real property securing a Mortgage Note, together with improvements thereto.

Mortgage Documents: With respect to each Mortgage Loan, the mortgage documents required to be delivered to the Custodian pursuant to each Custodial Agreement.

Mortgage Loan: A Mortgage and the related Mortgage Note conveyed, transferred, sold, assigned to or deposited with the Trustee pursuant to Section 2.01 (including any Replacement Loan and REO Property), including without limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time.

Mortgage Loan Schedule: The schedule attached hereto as Schedule A, which shall identify each Mortgage Loan, as such schedule may be amended by the Depositor or a Servicer from time to time (with copies of such amended schedule to be delivered promptly by the Depositor or such Servicer to the Securities Administrator, the Master Servicer, the Trustee and the Custodian) to reflect the addition of Replacement Mortgage Loans to, or the deletion of Deleted Mortgage Loans from, the Trust Fund. Such schedule shall, among other things designate the Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate.

Mortgage Note: The original executed note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage under a Mortgage Loan.

Mortgage Pool: The Mortgage Loans in the aggregate.

Mortgaged Property: The underlying property securing a Mortgage Loan which, with respect to a Cooperative Loan, is the related Cooperative Shares and Proprietary Lease.

Mortgage Rate: As to any Mortgage Loan, the annual rate of interest borne by the related Mortgage Note.

Mortgagor: The obligor on a Mortgage Note.

Net Interest Shortfall: A Pool 1 Net Interest Shortfall or Pool 2 Net Interest Shortfall, as applicable.

Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property, the related Liquidation Proceeds net of Advances, Servicer Advances, Servicing Fees and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

Net Mortgage Rate: With respect to any Mortgage Loan and any Distribution Date, the related Mortgage Rate reduced by the Aggregate Expense Rate for such Mortgage Loan.

Net Prepayment Interest Shortfall: With respect to any Distribution Date and Pool, the amount by which the aggregate Prepayment Interest Shortfall on the Mortgage Loans in such Pool for the related Prepayment Period exceeds the amount payable by the related Servicer, and/or the Master Servicer (if the related Servicer fails to pay such amount) in respect of such shortfall.

Net Swap Payment: With respect to any Distribution Date, the positive difference between the Fixed Swap Payment and the Floating Swap Payment for such Distribution Date.

Net WAC Shortfall Carryover Amount: With respect to any Distribution Date and the Class 2-A-1 Certificates, an amount equal to the sum of (i) the excess of (x) the amount of interest such class of Certificates would have accrued on such Distribution Date had its Certificate Interest Rate for such Distribution Date been equal to the Fixed Pass-Through Rate for such class of Certificates over (y) the amount of interest such class of Certificates accrued for such Distribution Date at the Pool 2 Net WAC and (ii) the unpaid portion of any Net WAC Shortfall Carryover Amount for such class of Certificates from prior Distribution Dates together with interest accrued on such unpaid portion for the most recently ended Accrual Period at the Fixed Pass-Through Rate for such class of Certificates;

With respect to any Distribution Date on or prior to the Distribution Date in October 2013 and any Class of Fixed Rate Certificates, other than the Class 2-A-1 Certificates, an amount equal to the sum of (i) the excess of (x) the amount of interest such Class of Fixed Rate Certificates would have accrued on such Distribution Date had its Certificate Interest Rate for such Distribution Date been equal to the Fixed Pass-Through Rate for such Class of Fixed Rate Certificates over (y) the amount of interest such Class of Fixed Rate Certificates accrued for such Distribution Date at the Pool 2 Net WAC and (ii) the unpaid portion of any Net WAC Shortfall Carryover Amount for such Class of Fixed Rate Certificates from prior Distribution Dates together with interest accrued on such unpaid portion for the most recently ended Accrual Period at the Fixed Pass-Through Rate for such Class of Fixed Rate Certificates; and

With respect to any Distribution Date on and after the Distribution Date in November 2013 and any Class of Fixed Rate Certificates, other than the Class 2-A-1 Certificates, an amount equal to the unpaid portion of any Net WAC Shortfall Carryover Amount for such Class of Fixed Rate Certificates from prior Distribution Dates together with interest accrued on such unpaid portion for the most recently ended Accrual Period at the Pool 2 Net WAC minus 0.25%.

Non-Book-Entry Certificate: Any Certificate other than a Book-Entry Certificate.

Non-permitted Foreign Holder: As defined in Section 3.03(f).

Non-U.S. Person: Any person other than a “United States person” within the meaning of Section 7701(a)(30) of the Code.

Nonrecoverable Advance: Any portion of an Advance or Servicer Advance previously made or proposed to be made by the related Servicer, or the Master Servicer (if the related Servicer fails to pay such amount) (as certified in an Officer’s Certificate of such Servicer or the Master Servicer), which in the good faith judgment of such party, shall not be ultimately recoverable by such party from the related Mortgagor, related Liquidation Proceeds or otherwise.

Offering Document: With respect to the Offered Certificates, the Prospectus. With respect to the Class 1-P, Class 2-P, Class 1-CE and Class 2-CE Certificates, any private placement memorandum relating to the privately offered Certificates.

Officer’s Certificate: A certificate signed by two Authorized Officers of the Depositor or the Chairman of the Board, any Vice Chairman, the President, any Vice President or any Assistant Vice President or Trust Officer of the Master Servicer or the Securities Administrator, and in each case delivered to the Trustee.

Officer’s Certificate of a Servicer: A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of a Servicer, or (ii) if provided for herein, signed by a Servicing Officer, as the case may be, and delivered to the Trustee or the Securities Administrator, as required hereby.

Opinion of Counsel: A written opinion of counsel, reasonably acceptable in form and substance to the Trustee, the Securities Administrator or the Master Servicer, as required hereby, and who may be in-house or outside counsel to the Depositor, the Master Servicer, the Securities Administrator or the Trustee but which must be Independent outside counsel with respect to any such opinion of counsel concerning the transfer of any Residual Certificate or concerning certain matters with respect to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the taxation, or the federal income tax status, of each REMIC created hereby.

Originator: Each of American Home, the Chase Originators, Countrywide, CTX, GreenPoint, HSBC, Johnson, Market Street, PHH, U.S. Central and Weichert, as applicable.

Par Value: With respect to any Pool, an amount equal to the sum of (i) 100% of the Stated Principal Balance of each related Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date and (ii) with respect to any related REO Property, the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor, (iii) with respect to Pool 1, any Net Swap Payment payable to the Swap Provider and any Swap Termination Payments payable to the Swap Provider, other than a Swap Termination Payment resulting from a Swap Provider Trigger Event and (iv) any related remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees and Master Servicing Fees, and any other amounts payable to the Trustee and Securities Administrator, in each case relating to the related Mortgage Loans.

Paying Agent: Any paying agent appointed pursuant to Section 3.08. The Paying Agent shall be Wells Fargo Bank, N.A., for so long as it is acting as Securities Administrator under this Agreement.

PCAOB: The Public Company Accounting Oversight Board.

Percentage Interest: With respect to any Certificate, its percentage interest in the undivided beneficial ownership interest in the Trust Fund evidenced by all Certificates of the same Class as such Certificate. With respect to any Certificate other than a Class A-R or Class P Certificate, the Percentage Interest evidenced thereby shall equal the initial Certificate Principal Amount thereof divided by the initial Class Principal Amount of all Certificates of the same Class. With respect to each of the Class A-R, Class 1-P and Class 2-P Certificates, the Percentage Interest evidenced thereby shall be as specified on the face thereof, or otherwise, be equal to 100%.

Permitted Investments: At any time, any one or more of the following obligations and securities:

(i)

obligations of the United States or any agency thereof, provided that such obligations are backed by the full faith and credit of the United States;

(ii)

general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(iii)

commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency rating such paper, or such lower rating as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(iv)

certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long-term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody’s is not the applicable Rating Agency) are then rated one of the two highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(v)

demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC;

(vi)

guaranteed reinvestment agreements issued by any bank, insurance company or other corporation acceptable to the Rating Agencies at the time of the issuance of such agreements, as evidenced by a signed writing delivered by each Rating Agency;

(vii)

repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (iv) above;

(viii)

securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest ratings of each Rating Agency (except if the Rating Agency is Moody’s, such rating shall be the highest commercial paper rating of Moody’s for any such series), or such lower rating as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(ix)

interests in any money market fund which at the date of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable rating by each Rating Agency rating such fund or such lower rating as shall not result in a change in the rating then assigned to the Certificates by each Rating Agency, as evidenced by a signed writing delivered by each Rating Agency, including funds for which the Trustee, the Master Servicer, the Securities Administrator or any of its Affiliates is investment manager or adviser;

(x)

short-term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each applicable Rating Agency in their respective highest applicable rating category or such lower rating as shall not result in a change in the rating then specified stated maturity and bearing interest or sold at a discount acceptable to each Rating Agency as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency; and

(xi)

such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to the Rating Agencies as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

provided, that no such instrument shall be a Permitted Investment if (i) such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument or (ii) such instrument would require the Depositor to register as an investment company under the Investment Company Act of 1940, as amended.

Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

PHH: PHH Mortgage Corporation formerly known as Cendant Mortgage Corporation, or any successor in interest.

PHH Mortgage Loan: Each Mortgage Loan originated by PHH and listed on the Mortgage Loan Schedule.

PHH Purchase and Servicing Agreement: Each agreement between the Seller and PHH listed under the heading “Purchase and Servicing Agreements” in Exhibit E hereto, as modified by the related Acknowledgement.

Pool: Pool 1 or Pool 2, as applicable.

Pool 1: Those certain Mortgage Loans identified as belonging to Pool 1 on the Mortgage Loan Schedule.

Pool 1 Aggregate Collateral Balance: As of any date of determination, will be equal to the aggregate of the Stated Principal Balances of the Pool 1 Mortgage Loans, except as otherwise provided, as of the last day of the related Due Period.

Pool 1 Basic Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the Pool 1 Principal Remittance Amount for such Distribution Date over (ii) the Pool 1 Overcollateralization Release Amount, if any, for such Distribution Date.

Pool 1 Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-M-1, Class 1-M-2 Class 1-B-1, Class 1-B-2, Class 1-CE and Class 1-P Certificates

Pool 1 Initial Optional Purchase Date: The first Distribution Date following the date on which the Pool 1 Aggregate Collateral Balance is less than 10.00% of the Pool 1 Aggregate Collateral Balance as of the Cut-off Date.

Pool 1 Interest Distribution Amount: With respect to each Distribution Date and each Class of Pool 1 Certificates entitled to distributions of interest, an amount equal to the amount of interest accrued during the related Accrual Period at the related Certificate Interest Rate on the Class Principal Amount of such Class of Pool 1 Certificates immediately prior to such Distribution Date, in each case, reduced by any Pool 1 Net Interest Shortfalls allocated to such Class of Pool 1 Certificates. On any Distribution Date, Pool 1 Net Interest Shortfalls shall first reduce the Pool 1 Net Monthly Excess Cashflow and then will be allocated among the Pool 1 Senior, Pool 1 Mezzanine and Pool 1 Subordinate Certificates in reduction of their respective Pool 1 Interest Distribution Amounts, pro rata, based on the respective Pool 1 Interest Distribution Amounts for such Distribution Date without giving effect to Pool 1 Net Interest Shortfalls.

Pool 1 Interest Remittance Amount: With respect to any Distribution Date is equal to the sum of (i) that portion of the Available Distribution Amount with respect to Pool 1 for such Distribution Date equal to interest received or advanced with respect to the Pool 1 Mortgage Loans, and (ii) Compensating Interest paid by the Servicer or Master Servicer with respect to the Pool 1 Mortgage Loans.

Pool 1 Mezzanine Certificates: The Class 1-M-1 and Class 1-M-2 Certificates.

Pool 1 Mortgage Loans: The Mortgage Loans included in Pool 1.

Pool 1 Net Interest Shortfall: With respect to any Distribution Date, the sum of (i) Net Prepayment Interest Shortfalls on the Pool 1 Mortgage Loans for that Distribution Date and (ii) aggregate Relief Act Shortfalls for the Pool 1 Mortgage Loans for that Distribution Date.

Pool 1 Net Monthly Excess Cashflow: With respect to any Distribution Date, an amount equal to the sum of (A) any Pool 1 Overcollateralization Release Amount and (B) the positive excess of (x) the Available Distribution Amount for Pool 1 for such Distribution Date over (y) the sum for such Distribution Date of (i) the Pool 1 Interest Distribution Amounts for the Pool 1 Certificates, including unpaid Interest Shortfalls for the Pool 1 Senior Certificates, distributed pursuant to Section 5.02(a), (ii) any Net Swap Payment payable to the Swap Provider and any Swap Termination Payments payable to the Swap Provider, other than a Swap Termination Payment resulting from a Swap Provider Trigger Event on such Distribution Date and (iii) the Pool 1 Basic Principal Distribution Amount.

Pool 1 Net WAC: As to any Distribution Date, a per annum rate equal to 12 multiplied by the quotient of (x) the total scheduled interest due on the Pool 1 Mortgage Loans on their Due Dates in the related Due Period, net of the sum of (i) Servicing Fees, Master Servicing Fees and any lender paid mortgage insurance premiums and (ii) any Net Swap Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) made to the Swap Provider on such Distribution Date, and (y) the aggregate principal balance of the Pool 1 Mortgage Loans as of the first day of the related Due Period; provided, however , that, in no event may the Pool 1 Net WAC exceed the excess of (a) the weighted average of the Net Mortgage Rates of the Pool 1 Mortgage Loans as of the first day of the calendar month immediately preceding the calendar month of such Distribution Date, weighted on the basis of their Stated Principal Balances as of that date over (b) the fraction, expressed as a percentage, the numerator of which is 12 multiplied by the amount of any Net Swap Payment and Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Swap Provider for such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of the Pool 1 Mortgage Loans as of the first day of the related Due Period.

Pool 1 Overcollateralization Deficiency Amount: With respect to any Distribution Date, the excess, if any, of (a) the Pool 1 Overcollateralization Target Amount applicable to such Distribution Date over (b) the Pool 1 Overcollateralized Amount applicable to such Distribution Date (assuming that 100% of the Pool 1 Principal Remittance Amount is applied as a payment of principal on such Distribution Date).

Pool 1 Overcollateralization Floor: With respect to any Distribution Date, an amount equal to the product of (i) 0.50% and (ii) the Pool 1 Aggregate Collateral Balance as of the Cut-off Date.

Pool 1 Overcollateralization Increase Amount: With respect to any Distribution Date, the lesser of (a) the Pool 1 Overcollateralization Deficiency Amount as of such Distribution Date and (b) Pool 1 Net Monthly Excess Cash Flow available for distribution on that Distribution Date pursuant to Section 5.02(c)(ii).

Pool 1 Overcollateralization Release Amount: With respect to any Distribution Date, the lesser of (x) the Pool 1 Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (1) the Pool 1 Overcollateralized Amount for such Distribution Date over (2) the Pool 1 Overcollateralization Target Amount for such Distribution Date.

Pool 1 Overcollateralization Target Amount: With respect to any Distribution Date (1) prior to the Pool 1 Step-Down Date, 0.75% of the Pool 1 Aggregate Collateral Balance as of the Cut-off Date, (2) on or after the Pool 1 Step-Down Date, provided a Pool 1 Trigger Event is not in effect, the greater of (x) 1.50% of the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period and (y) the Pool 1 Overcollateralization Floor, and (3) on or after the Pool 1 Step-Down Date, if a Pool 1 Trigger Event is in effect, the Pool 1 Overcollateralization Target Amount for the immediately preceding Distribution Date.

Pool 1 Overcollateralized Amount: As of any Distribution Date, the excess, if any, of (a) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period for such Distribution Date over (b) the sum of the aggregate Class Principal Amounts of the Pool 1 Certificates, other than the Class 1-P Certificate as of such Distribution Date (assuming 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date).

Pool 1 Principal Distribution Amount: With respect to any Distribution Date, the sum of (i) the Pool 1 Basic Principal Distribution Amount for such Distribution Date and (ii) the Pool 1 Overcollateralization Increase Amount for such Distribution Date.

Pool 1 Principal Remittance Amount: With respect to any Distribution Date, the portion of the Available Distribution Amount for Pool 1 equal to the sum of (i) the principal portion of any Scheduled Payments collected or advanced on the Pool 1 Mortgage Loans by a Servicer or Master Servicer that were due during the related Due Period, (ii) the principal portion of each full and partial Principal Prepayment made by a borrower on a Pool 1 Mortgage Loan during the related Prepayment Period; (iii) each other unscheduled collection, including Insurance Proceeds and Net Liquidation Proceeds representing or allocable to recoveries of principal of the Pool 1 Mortgage Loans received during the related Prepayment Period, including any Subsequent Recoveries on the Pool 1 Mortgage Loans; (iv) the principal portion of the Purchase Price of each Pool 1 Mortgage Loan purchased by the applicable Originator or any other person pursuant to the applicable Purchase and Servicing Agreement or Purchase Agreement, as applicable, or the Seller pursuant to this Agreement, due to a defect in documentation or a material breach of a representation and warranty with respect to such Pool 1 Mortgage Loan or, in the case of a permitted substitution of a Defective Mortgage Loan, any Substitution Amount in connection with any such replaced Pool 1 Mortgage Loan with respect to the related Prepayment Period, (v) in connection with any optional purchase of the Pool 1 Mortgage Loans, the principal portion of the related Redemption Price, up to the principal portion of the related Par Value and (vi) the amount added to the Pool 1 Principal Remittance Amount from Net Swap Payments received by the Swap Trust pursuant to Section 5.09.

Pool 1 Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4 and Class 1-A-5 Certificates.

Pool 1 Senior Enhancement Percentage: For any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Mezzanine and Pool 1 Subordinate Certificates (after giving effect to the distribution of the Pool 1 Principal Distribution Amount on such Distribution Date) and (ii) the Pool 1 Overcollateralized Amount (after giving effect to the distribution of the Pool 1 Principal Distribution Amount on such Distribution Date) by (y) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period.

Pool 1 Senior Principal Distribution Amount: For any applicable Distribution Date, an amount equal to the excess of (x) the aggregate Class Principal Amount of the Pool 1 Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 88.00% and (2) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 1 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 1 Overcollateralization Floor.

Pool 1 Step-Down Date: The earlier to occur of (1) the Distribution Date on which the aggregate Class Principal Amount of the Pool 1 Senior Certificates has been reduced to zero and (2) the later to occur of (x) the Distribution Date occurring in November 2009 and (y) the first Distribution Date on which the Pool 1 Senior Enhancement Percentage is greater than or equal to 12.00% (for the purpose of this definition only, the Senior Enhancement Percentage shall be calculated prior to the distribution of Pool 1 Principal Distribution Amount on the Pool 1 Mezzanine and Pool 1 Subordinate Certificates).

Pool 1 Subordinate Certificates: The Class 1-B-1 and Class 1-B-2 Certificates.

Pool 1 Trigger Event: Is in effect with respect to any Distribution Date on or after the Pool 1 Step-Down Date if either (i) the percentage obtained by dividing (x) the Aggregate Stated Principal Balance of the Pool 1 Mortgage Loans that are 60 days or more Delinquent or REO or in bankruptcy or in foreclosure as of the last day of the prior calendar month by (y) the Pool 1 Aggregate Collateral Balance as of the last day of the previous calendar month exceeds 40% of the Pool 1 Senior Enhancement Percentage for such Distribution Date or (ii) the cumulative Realized Losses on the Pool 1 Mortgage Loans (after reduction for all Subsequent Recoveries on the Pool 1 Mortgage Loans received from the Cut-off Date through the last day of the related Due Period) as a percentage of the Pool 1 Aggregate Collateral Balance as of the Cut-off Date is greater than the percentage set forth in the following table:

Range of Distribution Dates	Percentage
November 2008 – October 2009	0.25%*
November 2009 – October 2010	0.55%*
November 2010 – October 2011	0.95%*
November 2011 – October 2012	1.40%*
November 2012 and thereafter	1.65%

_____________________

The percentages indicated are the percentages applicable for the first Distribution Date in the corresponding range of Distribution Dates. The percentage for each succeeding Distribution Date in a range increases incrementally by 1/12th of the positive difference between the percentage applicable to the first Distribution Date in that range and the percentage applicable to the first Distribution Date in the succeeding range.

Pool 2: Those certain Mortgage Loans identified as belonging to Pool 2 on the Mortgage Loan Schedule.

Pool 2 Aggregate Collateral Balance: As of any date of determination, will be equal to the aggregate of the Stated Principal Balances of the Pool 2 Mortgage Loans, except as otherwise provided, as of the last day of the related Due Period.

Pool 2 Basic Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the Pool 2 Principal Remittance Amount for such Distribution Date over (ii) the Pool 2 Overcollateralization Release Amount, if any, for such Distribution Date.

Pool 2 Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-M-1, Class 2-M-2, Class 2-B-1, Class 2-B-2, Class 2-CE and Class 2-P Certificates.

Pool 2 Initial Optional Purchase Date: The first Distribution Date following the date on which the Pool 2 Aggregate Collateral Balance is less than 10.00% of the Pool 2 Aggregate Collateral Balance as of the Cut-off Date.

Pool 2 Interest Distribution Amount: With respect to each Distribution Date and each Class of Pool 2 Certificates entitled to distributions of interest, an amount equal to the amount of interest accrued during the related Accrual Period at the related Certificate Interest Rate on the Class Principal Amount of such Class of Pool 2 Certificates immediately prior to such Distribution Date, in each case, reduced by any Pool 2 Net Interest Shortfalls allocated to such Class of Pool 2 Certificates. On any Distribution Date, Net Interest Shortfalls shall first reduce the Pool 2 Net Monthly Excess Cashflow and then will be allocated among the Pool 2 Senior, Pool 2 Mezzanine and Pool 2 Subordinate Certificates in reduction of their respective Pool 2 Interest Distribution Amounts, pro rata, based on the respective Pool 2 Interest Distribution Amounts for such Distribution Date without giving effect to Pool 2 Net Interest Shortfalls.

Pool 2 Interest Remittance Amount: With respect to any Distribution Date is equal to the sum of (i) that portion of the Available Distribution Amount with respect to Pool 2 for such Distribution Date equal to interest received or advanced with respect to the Pool 2 Mortgage Loans, and (ii) Compensating Interest paid by the Servicer or Master Servicer with respect to the Pool 2 Mortgage Loans.

Pool 2 Mezzanine Certificates: The Class 2-M-1 and Class 2-M-2 Certificates.

Pool 2 Mortgage Loans: the Mortgage Loans included in Pool 2.

Pool 2 Net Interest Shortfall: With respect to any Distribution Date, the sum of (i) Net Prepayment Interest Shortfalls on the Pool 2 Mortgage Loans for that Distribution Date and (ii) aggregate Relief Act Shortfalls for the Pool 2 Mortgage Loans for that Distribution Date.

Pool 2 Net Monthly Excess Cashflow: With respect to any Distribution Date, an amount equal to the sum of (A) any Pool 2 Overcollateralization Release Amount and (B) the positive excess of (x) the Available Distribution Amount for Pool 2 for such Distribution Date over (y) the sum for such Distribution Date of (i) the Interest Distribution Amounts for the Pool 2 Certificates, including unpaid Interest Shortfalls for the Pool 2 Senior Certificates, distributed pursuant to Section 5.02(d) and (ii) the Pool 2 Basic Principal Distribution Amount.

Pool 2 Net WAC: As to any Distribution Date, the weighted average of the Net Mortgage Rates of the Pool 2 Mortgage Loans as of the first day of the calendar month preceding the month of such Distribution Date, weighted on the basis of their outstanding Stated Principal Balances (after giving effect to the Scheduled Payments due on or before such date and Principal Prepayments received prior to such date) at such time.

Pool 2 Overcollateralization Deficiency Amount: With respect to any Distribution Date, the excess, if any, of (a) the Pool 2 Overcollateralization Target Amount applicable to such Distribution Date over (b) the Pool 2 Overcollateralized Amount applicable to such Distribution Date (assuming that 100% of the Pool 2 Principal Remittance Amount is applied as a payment of principal on such Distribution Date).

Pool 2 Overcollateralization Floor: With respect to any Distribution Date, an amount equal to the product of (i) 0.50% and (ii) the Pool 2 Aggregate Collateral Balance as of the Cut-off Date.

Pool 2 Overcollateralization Increase Amount: With respect to any Distribution Date, the lesser of (a) the Pool 2 Overcollateralization Deficiency Amount as of such Distribution Date and (b) Pool 2 Net Monthly Excess Cash Flow available for distribution on that Distribution Date pursuant to Section 5.02(f)(i).

Pool 2 Overcollateralization Release Amount: With respect to any Distribution Date, the lesser of (x) the Pool 2 Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (1) the Pool 2 Overcollateralized Amount for such Distribution Date over (2) the Pool 2 Overcollateralization Target Amount for such Distribution Date.

Pool 2 Overcollateralization Target Amount: With respect to any Distribution Date (1) prior to the Step-Down Date, 0.80% of the Pool 2 Aggregate Collateral Balance as of the Cut-off Date, (2) on or after the Pool 2 Step-Down Date, provided a Pool 2 Trigger Event is not in effect, the greater of (x) 1.60% of the Aggregate Collateral Balance as of the last day of the related Due Period and (y) the Pool 2 Overcollateralization Floor, and (3) on or after the Step-Down Date, if a Pool 2 Trigger Event is in effect, the Pool 2 Overcollateralization Target Amount for the immediately preceding Distribution Date.

Pool 2 Overcollateralized Amount: As of any Distribution Date, the excess, if any, of (a) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period for such Distribution Date over (b) the sum of the aggregate Class Principal Amounts of the Pool 2 Senior, Pool 2 Mezzanine and Pool 2 Subordinate Certificates as of such Distribution Date (assuming 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date).

Pool 2 Principal Distribution Amount: With respect to any Distribution Date, the sum of (i) the Pool 2 Basic Principal Distribution Amount for such Distribution Date and (ii) the Pool 2 Overcollateralization Increase Amount for such Distribution Date.

Pool 2 Principal Remittance Amount: With respect to any Distribution Date, the portion of the Available Distribution Amount for Pool 2 equal to the sum of (i) the principal portion of any Scheduled Payments collected or advanced on the Pool 2 Mortgage Loans by a Servicer or Master Servicer that were due during the related Due Period, (ii) the principal portion of each full and partial Principal Prepayment made by a borrower on a Pool 2 Mortgage Loan during the related Prepayment Period; (iii) each other unscheduled collection, including Insurance Proceeds and Net Liquidation Proceeds representing or allocable to recoveries of principal of the Pool 2 Mortgage Loans received during the related Prepayment Period, including any Subsequent Recoveries on the Pool 2 Mortgage Loans; and (iv) the principal portion of the Purchase Price of each Pool 2 Mortgage Loan purchased by the applicable Originator or any other person pursuant to the applicable Purchase and Servicing Agreement or Purchase Agreement, as applicable, or the Seller pursuant to this Agreement, due to a defect in documentation or a material breach of a representation and warranty with respect to such Pool 2 Mortgage Loan or, in the case of a permitted substitution of a Defective Mortgage Loan, any Substitution Amount in connection with any such replaced Pool 2 Mortgage Loan with respect to the related Prepayment Period and (v) in connection with any optional purchase of the Pool 2 Mortgage Loans, the principal portion of the related Redemption Price, up to the principal portion of the related Par Value.

Pool 2 Senior Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7 and Class 2-A-8 Certificates.

Pool 2 Senior Enhancement Percentage: For any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Principal Amount of the Pool 2 Mezzanine and Pool 2 Subordinate Certificates (after giving effect to the distribution of the Pool 2 Principal Distribution Amount on such Distribution Date) and (ii) the Pool 2 Overcollateralized Amount (after giving effect to the distribution of the Pool 2 Principal Distribution Amount on such Distribution Date) by (y) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period.

Pool 2 Senior Principal Distribution Amount: For any applicable Distribution Date, an amount equal to the excess of (x) the aggregate Class Principal Amount of the Pool 2 Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 91.00 % and (2) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period and (B) the Pool 2 Aggregate Collateral Balance as of the last day of the related Due Period minus the Pool 2 Overcollateralization Floor.

Pool 2 Step-Down Date: The earlier to occur of (1) the Distribution Date on which the aggregate Class Principal Amount of the Pool 2 Senior Certificates has been reduced to zero and (2) the later to occur of (x) the Distribution Date occurring in November 2009 and (y) the first Distribution Date on which the Pool 2 Senior Enhancement Percentage is greater than or equal to 9.00% (for the purpose of this definition only, the Pool 2 Senior Enhancement Percentage shall be calculated prior to the distribution of Pool 2 Principal Distribution Amount on the Pool 2 Mezzanine and Pool 2 Subordinate Certificates).

Pool 2 Subordinate Certificates: The Class 2-B-1 and Class 2-B-2 Certificates.

Pool 2 Trigger Event: Is in effect with respect to any Distribution Date on or after the Pool 2 Step-Down Date if either (i) the percentage obtained by dividing (x) the Aggregate Stated Principal Balance of the Pool 2 Mortgage Loans that are 60 days or more Delinquent or REO or in bankruptcy or in foreclosure as of the last day of the prior calendar month by (y) the Pool 2 Aggregate Collateral Balance as of the last day of the previous calendar month exceeds 40% of the Pool 2 Senior Enhancement Percentage for such Distribution Date or (ii) the cumulative Realized Losses on the Pool 2 Mortgage Loans (after reduction for all Subsequent Recoveries on the Pool 2 Mortgage Loans received from the Cut-off Date through the last day of the related Due Period) as a percentage of the Pool 2 Aggregate Collateral Balance as of the Cut-off Date is greater than the percentage set forth in the following table:

Range of Distribution Dates	Percentage
November 2008 – October 2009	0.25%*
November 2009 – October 2010	0.40%*
November 2010 – October 2011	0.70%*
November 2011 – October 2012	1.00%*
November 2012 and thereafter	1.00%

_____________________

Pool Balance: As to any Distribution Date, the aggregate of the Stated Principal Balances of all the Mortgage Loans outstanding on the Due Date of the month preceding the month of that Distribution Date.

Prepayment Interest Shortfall: With respect to any full or partial Principal Prepayment of a Mortgage Loan, the excess, if any, of (i) one full month’s interest at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan being prepaid over (ii) the amount of interest actually received with respect to such Mortgage Loan in connection with such Principal Prepayment.

Prepayment Penalty Certificates: The Class 1-P and Class 2-P Certificates.

Prepayment Period: With respect to each Distribution Date, the calendar month immediately preceding the month in which the Distribution Date occurs.

Prepayment Premium: With respect to each Mortgage Loan, the prepayment charge or penalty interest required to be paid by the Mortgagor in connection with a prepayment of the related Mortgage Loan, as provided in the related Mortgage Note or Mortgage.

Primary Mortgage Insurance Policy: Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.

Principal Prepayment: Any Mortgagor payment of principal or other recovery of principal on a Mortgage Loan that is recognized as having been received or recovered in advance of its scheduled Due Date and applied to reduce the principal balance of the Mortgage Loan in accordance with the terms of the Mortgage Note or the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Principal Prepayment In Full: Any Principal Prepayment of the entire principal balance of a Mortgage Loan.

Proprietary Lease: With respect to any Cooperative Property, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares.

Prospectus: The prospectus supplement dated October 27, 2006, together with the accompanying prospectus dated September 21, 2006, relating to the Certificates.

Purchase Agreement: The agreements listed under the heading “Purchase Agreements” in Exhibit E hereto, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

Purchase and Servicing Agreement: The agreements listed under the heading “Purchase and Servicing Agreements” in Exhibit E hereto, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

Purchase Price: With respect to any Mortgage Loan required or permitted to be purchased by the Seller or the Depositor pursuant to this Agreement, or by the related Originator or Servicer pursuant to the related Purchase and Servicing Agreement or Purchase Agreement, as applicable, an amount equal to the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase and (ii) accrued interest thereon at the applicable Net Mortgage Rate from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders, or such other amount as may be specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable.

Rating Agency: Each of S&P and Moody’s.

Realized Loss: With respect to each Liquidated Mortgage Loan, an amount (not less than zero or more than the Stated Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Mortgage Rate and to principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the Deficient Valuation Reduction. With respect to each Mortgage Loan which has become the subject of a Debt-Service Reduction, the present value of all monthly Debt Service Reductions on the Mortgage Loan, assuming that the mortgagor pays each Scheduled Payment on the applicable Due Date and that no Principal Prepayments are received on the Mortgage Loan, discounted at the applicable Mortgage Rate.

Recognition Agreement: An agreement among a Cooperative Corporation, a lender and a Mortgagor with respect to a Cooperative Mortgage Loan whereby such parties (i) acknowledge that such lender may make, or intends to make, such Cooperative Loan, and (ii) make certain agreements with respect to such Cooperative Mortgage Loan.

Record Date: As to any Distribution Date and for any Class of Certificates, other than the LIBOR Certificates and the Class 2-A-2 Certificates, the last Business Day of the month preceding the month of a Distribution Date. As to any Distribution Date and the LIBOR Certificates and the Class 2-A-2 Certificates, the Business Day immediately preceding such Distribution Date.

Redemption Date: As defined in Section 7.01(c)

Redemption Price: With respect to a Redemption Date for a Pool, an amount equal to the greater of (1) the related Par Value and (2) the Fair Market Value of all of the property of such Pool.

Reference Bank Rate: As to any Accrual Period relating to the LIBOR Certificates as follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of a percent) of the offered rates for United States dollar deposits for one month which are offered by the Reference Banks as of 11:00 A.M., London time, on the LIBOR Determination Date prior to the first day of such Accrual Period to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Class Principal Amount or Class Notional Amount, as applicable, of the LIBOR Certificates; provided that at least two such Reference Banks provide such rate. If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Securities Administrator, as of 11:00 A.M., New York City time, on such date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Class Principal Amount or Class Notional Amount, as applicable, of the LIBOR Certificates. If no such quotations can be obtained, the Reference Bank Rate shall be the Reference Bank Rate applicable to the preceding Accrual Period.

Reference Banks: Three major banks that are engaged in the London interbank market, selected by the Securities Administrator.

Refinancing Mortgage Loan: Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Relevant Servicing Criteria: The Servicing Criteria applicable to the various parties, as set forth on Exhibit M attached hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged by the Master Servicer, the Securities Administrator, the Trustee, each Servicer or the Custodian, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such parties.

Relief Act Shortfalls: With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Civil Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.

REMIC: Each pool of assets in the Trust Fund designated as a REMIC as described in the Preliminary Statement.

REMIC Provisions: The provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of the Code, and related provisions, and regulations, including proposed regulations and rulings, and administrative pronouncements promulgated thereunder, as the foregoing may be in effect from time to time.

REMIC Swap Rate: For each Swap Payment Date (and the related Accrual Period), a per annum rate equal to the product of: (i) the percentage used to calculate the Fixed Swap Payment for such date and (ii) 2.

REO Property: A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan or otherwise treated as having been acquired pursuant to the REMIC Provisions.

Replacement Mortgage Loan: A mortgage loan substituted by an Originator or the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a request for release, substantially in the form attached to the related Custodial Agreement, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not more than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Rate not less than and not more than one percentage point greater than the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable; and (xii) shall be accompanied by an Opinion of Counsel that such Replacement Mortgage Loan would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Pooling and Servicing Agreement.

Reportable Event: Has the meaning set forth in Section 11.03.

Residual Certificate: The Class A-R Certificates and the Uncertificated Interests.

Responsible Officer: With respect to the Trustee, the Master Servicer or the Securities Administrator, any officer in the corporate trust department or similar group of the Trustee, the Master Servicer or the Securities Administrator with direct responsibility for the administration of this Agreement and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

Restricted Certificates: The Class A-R, Class CE and Class P Certificates and any Uncertificated Interest.

S&P: Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

SAIF: The Saving’s Association Insurance Fund, or any successor thereto.

Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

Sarbanes-Oxley Certification: A written certification signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Rules referred to in clause (ii) are modified or superceded by any subsequent statement, rule or regulation of the Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous that then form of the required certification as of the Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified in the related Purchase and Servicing Agreement, Purchase Agreement or Servicing Agreement, as applicable, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations thereunder.

Securities Administrator: Wells Fargo Bank, N.A., not in its individual capacity but solely as Securities Administrator, or any successor in interest, or if any successor Securities Administrator shall be appointed as herein provided, then such successor Securities Administrator.

Seller: J.P. Morgan Mortgage Acquisition Corp., a Delaware corporation.

Senior Certificates: The Pool 1 Senior Certificates and the Pool 2 Senior Certificates.

Servicer: Each of PHH, JPMCB, U.S. Central, Countrywide Servicing, HSBC, GreenPoint or Johnson.

Servicer Advance: A “Servicing Advance” as defined in the applicable Purchase and Servicing Agreement.

Service(s)(ing): In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by an entity that meets the definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the residential mortgage-backed securitization market.

Servicing Agreement: The agreements listed under the heading “Servicing Agreements” in Exhibit E hereto, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

Servicing Criteria: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.

Servicing Fee: As to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan as of the first day of the related Due Period.

Servicing Fee Rate: With respect to each Mortgage Loan and any Distribution Date, the rate specified in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Servicing Function Participant: Any Sub-Servicer, Subcontractor or any other Person, other than each Servicer, the Master Servicer, the Trustee, the Securities Administrator and the Custodian, that is performing material activities addressed by the Servicing Criteria.

Servicing Officer: Any officer of the related Servicer involved in, or responsible for, the administration and servicing of the related Mortgage Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Master Servicer by the related Servicer on the Closing Date pursuant to the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, as such list may from time to time be amended.

Significance Percentage: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB, shall be a percentage equal to (a) an amount determined based on the reasonable good faith estimate by the Depositor of the aggregate maximum probable exposure of the outstanding Pool 1 Certificates to the Swap Agreement, divided by (b) the aggregate outstanding Certificate Principal Amount of the Pool 1 Certificates, prior to the distribution of the Pool 1 Principal Remittance Amount on such Distribution Date.

Startup Day: The day designated as such pursuant to Section 10.01(b) hereof.

Stated Principal Balance: As to any Mortgage Loan and Due Date, the unpaid principal balance of such Mortgage Loan as of such Due Date as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous partial Principal Prepayments and Liquidation Proceeds allocable to principal (other than with respect to any Liquidated Mortgage Loan) and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor.

Sub-Servicer: Any Person that (i) is a Servicing Function Participant, (ii) services Mortgage Loans on behalf of any Servicer, and (iii) is responsible for the performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions required to be performed under this Agreement, any related Purchase and Servicing Agreement or Servicing Agreement, as applicable, or any sub-servicing agreement that are identified in Item 1122(d) of Regulation AB.

Subcontractor: Any vendor, subcontractor or other Person that (i) is a Servicing Function Participant and (ii) is not responsible for the overall servicing of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of any Servicer (or a Sub-Servicer of any Servicer), the Master Servicer, the Trustee, the Custodian or the Securities Administrator.

Subordinate Certificates: The Pool 1 Subordinate Certificates and the Pool 2 Subordinate Certificates.

Subsequent Recoveries: With respect to any Distribution Date, with respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar month, amounts received by the Securities Administrator from the Master Servicer or Servicer, specifically related to such Liquidated Mortgage Loan.

Substitution Amount: As defined in the second paragraph of Section 2.05(b).

Swap Account: The separate Eligible Account created and maintained by the Securities Administrator, on behalf of the Trustee, pursuant to Section 5.06. Funds in the Swap Account shall be held in trust for the Trustee and the Certificateholders for the uses and purposes set forth in this Agreement.

Swap Agreement: The 1992 ISDA Master Agreement (Multicurrency-Cross Border) dated as of October 30, 2006 (together with the schedule thereto, the Master Agreement) between the Swap Provider and the Securities Administrator on behalf of the Swap Trust, an ISDA Credit Support Annex (Bilateral Form-New York Law) as of the same date, which supplements, forms part of, and is subject to the Master Agreement, and a confirmation of the same date, which supplements and forms part of the Master Agreement.

Swap Agreement Notional Amount: With respect to the Swap Agreement and any Distribution Date, the amount set forth in the table in Schedule B in the column entitled “Swap Agreement Notional Amount” for such Distribution Date.

Swap Business Days: Any day other than a Saturday, a Sunday or a day on which banking or savings and loan institutions in the City of New York are authorized or obligated by law or executive order to be closed.

Swap Default: An Event of Default under the Swap Agreement, including, among others, the following standard events of default under the ISDA Master Agreement:

Failure to Pay or Deliver,

Bankruptcy (as defined in the Swap Agreement) and

Merger without Assumption (but only with respect to the Swap Provider), as described in Sections 5(a)(vii), 5(a)(viii) and 5(b)(iv) of the ISDA Master Agreement.

Swap Early Termination: The occurrence of an Early Termination Date under the Swap Agreement.

Swap LIBOR: A per annum rate equal to the floating rate payable by the Swap Provider under the Swap Agreement determined by taking into account the day count convention used to determine the amount of the payment required by the Swap Provider and expressing such rate as so determined on an actual/360 basis.

Swap Payment Date: Two Swap Business Days prior to the Distribution Date.

Swap Provider: JPMorgan Chase Bank, National Association.

Swap Provider Trigger Event: A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Swap Agreement), (ii) a Termination Event under the Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Swap Agreement) or (iii) an Additional Termination Event under the Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

Swap Termination Payment: The amount, if any, owed by the Swap Trust or the Swap Provider upon a Swap Early Termination.

Swap Trust: The trust established pursuant to Section 5.06(a).

Swap Trustee: The trustee of the Swap Trust, as established pursuant to Section 5.06(a).

Tax Matters Person: With respect to each REMIC created hereby, the “tax matters person” as specified in the REMIC Provisions, which shall initially be the Holders of the related Residual Certificate.

Termination Event: Under the Swap Agreement, the following standard events under the ISDA Master Agreement:

Illegality (which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under the Swap Agreement),

Tax Event (which generally relates to either party to the Swap Agreement receiving a payment under the Swap Agreement from which an amount has been deducted or withheld for or on account of taxes) and

Tax Event Upon Merger (solely with respect to the Swap Provider as merging party) (which generally relates to the Swap Provider’s receiving a payment under the Swap Agreement from which an amount has been deducted or withheld for or on account of taxes resulting from a merger),

as described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the ISDA Master Agreement.

Trust Fund: The corpus of the trust created pursuant to this Agreement, consisting of the Mortgage Loans and all interest and principal received thereon on or after the related Cut-off Date (other than Scheduled Payments due on or prior to the related Cut-off Date), the Depositor’s rights assigned to the Trustee under the Purchase and Servicing Agreements, the Purchase Agreements and the Servicing Agreements, as modified by the Acknowledgements, the Insurance Policies relating to the Mortgage Loans, the trust’s rights to receive payments under the Swap Agreement, all cash, instruments or property held or required to be held in the Custodial Accounts, the Distribution Account, property that secured a Mortgage Loan, the pledge, control and guaranty agreements.

Trustee: U.S. Bank National Association, a national banking association, organized under the laws of the United States and any Person succeeding the Trustee hereunder, or if any successor trustee or any co-trustee shall be appointed as herein provided, then such successor trustee and such co-trustee, as the case may be.

Trustee Mortgage Files: as defined in Section 2.01(a).

U.S. Central: U.S. Central Federal Credit Union, or any successor in interest.

U.S. Central Mortgage Loan: Each Mortgage Loan originated by U.S. Central and listed on the Mortgage Loan Schedule.

U.S. Central Purchase and Servicing Agreement: Each agreement between the Seller and U.S. Central listed under the heading “Purchase Agreements” in Exhibit E hereto.

UCC: The Uniform Commercial Code as enacted in the relevant jurisdiction.

Uncertificated Interest: Each of the 1-LT-R, 2-LT-R, and MT1-R Interests. As used herein, 1-LT-R is the Uncertificated Interest related to Pool 1 and 2-LT-R is the Uncertificated Interest related to Pool 2.

Underwriter: J.P. Morgan Securities Inc.

Underwriter’s Exemption: The prohibited transaction exemption granted to the Underwriter, or its affiliate, and most recently amended and restated by PTE 2002-19, or any substantially similar administrative exemption granted by the U.S. Department of Labor to the Underwriter.

Underwriting Agreement: The Underwriting Agreement, dated October 27, 2006, among the Seller, the Depositor and the Underwriter.

Uniform Commercial Code: The Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

Unpaid Realized Loss Amount: For any class of Senior, Mezzanine or Subordinate Certificates and Distribution Date, the Allocated Realized Loss Amount for such class for such Distribution Date, less any additions to the Class Principal Amount pursuant to Section 5.03(c) on such Distribution Date.

Upper-Tier REMIC: As described in the Preliminary Statement.

Voting Interests: The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions of this Agreement. At all times during the term of this Agreement, 1.00% of all Voting Interests shall be allocated to the Class A-R Certificates and all other Classes of Certificates, other than the Class 1-CE, Class 2-CE, Class 1-P and Class 2-P Certificates, will be allocated 99.00% of all Voting Interests. Voting Interests shall be allocated among such other Classes of Certificates (other than the Class 1-CE, Class 2-CE, Class 1-P and Class 2-P Certificates) based on the product of (i) 99.00% and (ii) the fraction, expressed as a percentage, the numerator of which is the aggregate Class Principal Amounts for each Class then outstanding and the denominator of which is the Class Principal Amounts of all Certificates outstanding. Voting Interests shall be allocated among the Certificates within each such Class in proportion to their Certificate Principal Amounts or Percentage Interests.

Weichert: Mortgage Access Corp., d/b/a Weichert Financial Services, or any successor in interest.

Weichert Mortgage Loan: Each Mortgage Loan originated by Weichert and listed on the Mortgage Loan Schedule.

Weichert Purchase Agreement: Each agreement between the Seller and Weichert listed under the heading “Purchase Agreements” in Exhibit E hereto.

SECTION 1.02

Calculations Respecting Mortgage Loans.

Calculations required to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be made based upon current information as to the terms of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans and payments to be made to the Securities Administrator as supplied to the Securities Administrator by the Master Servicer or the related Servicer. The Securities Administrator shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer or a Servicer.

ARTICLE II

DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES

SECTION 2.01

Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.

(a)

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.05, in trust, all the right, title and interest of the Depositor in and to the Trust Fund. Such conveyance includes, without limitation: (i) the Mortgage Loans, including the right to all payments of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest in and to all amounts from time to time credited to and the proceeds of the Distribution Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) all of the rights of the Depositor as assignee of the Seller with respect to the Seller’s rights under the Purchase and Servicing Agreement, the Servicing Agreements and the Purchase Agreements pursuant to the Acknowledgements; (iv) all of the Depositor’s right, title or interest in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) if applicable, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, including, but not limited to, the pledge, control and guaranty agreements and the Limited Purpose Surety Bond to have and to hold, in trust; and the Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and the Swap Provider and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund.

The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein.

In connection with such transfer and assignment of the Mortgage Loans, the Custodian acting on the Trustee’s behalf, will continue to hold the documents or instruments listed below with respect to each Mortgage Loan (each, a “Trustee Mortgage File”) so transferred and assigned.

The Trustee shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face.

On the Closing Date, the Custodian shall deliver to the Trustee, the Securities Administrator and the Depositor, a certification (“Custodian Certification”) substantially in the form attached hereto as Exhibit L certifying that, pursuant to each related Custodial Agreement, the applicable Originator delivered and released to the Custodian, subject to and in accordance with the relevant section of each related Purchase and Servicing Agreement, Purchase Agreement or Custodial Agreement, the following documents pertaining to each of the Mortgage Loans identified in the Mortgage Loan Schedule (provided, however, that the Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage File for any of the Mortgage Loans in connection with entering into this Agreement or providing the Custodian Certification required pursuant to this Section 2.01):

(i)

with respect to each Mortgage Loan, the original Mortgage Note endorsed without recourse in proper form to the order of the Trustee, or in blank (in each case, with all necessary intervening endorsements, as applicable);

(ii)

with respect to each Mortgage Loan (other than a Cooperative Loan) that is not a MERS Mortgage Loan, the original Mortgage with evidence of recording thereon or a recorded copy and in the case of the each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon; or if the original Mortgage assignment has not yet been returned from the recording office, a copy of such Mortgage certified by the applicable Originator to be a true copy of the original of the Mortgage which has been sent for recording in the appropriate jurisdiction in which the Mortgaged Property is located;

(iii)

with respect to each Mortgage Loan (other than a Cooperative Loan) that is not a MERS Mortgage Loan, the Assignment of Mortgage in form and substance acceptable for recording in the relevant jurisdiction, such assignment being either (A) in blank, without recourse, or (B) endorsed to “U.S. Bank National Association, as Trustee of J.P. Morgan Alternative Loan Trust 2006-A6, Mortgage Pass-Through Certificates, without recourse”;

(iv)

with respect to each Mortgage Loan (other than a Cooperative Loan) that is not a MERS Mortgage Loan, the originals of all intervening assignments of the Mortgage, if any, with evidence of recording thereon or a recorded copy, or if the original intervening assignment has not yet been returned from the recording office, a copy of such assignment certified by the applicable Originator to be a true copy of the original of the assignment which has been sent for recording in the appropriate jurisdiction in which the Mortgaged Property is located;

(v)

with respect to each Mortgage Loan (other than a Cooperative Loan), the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon; or if the original assumption, modification, consolidation or extension agreements has not yet been returned from the recording office, a copy of such documents certified by the applicable Originator to be a true copy of the original of the Mortgage which has been sent for recording in the appropriate jurisdiction in which the Mortgaged Property is located;

(vi)

if applicable, with respect to each Mortgage Loan (other than a Cooperative Loan), the original policy of title insurance (or a true copy thereof) with respect to any such Mortgage Loan, or, if such policy has not yet been delivered by the insurer, the title commitment or title binder to issue same;

(vii)

if applicable, with respect to each Mortgage Loan (other than a Cooperative Loan), a copy of the power of attorney and guaranty agreement with respect to such Mortgage Loan;

(viii)

if applicable, the original or certified copy of the certificates evidencing ownership of the Cooperative Shares issued by the Cooperative Corporation and related assignment of such certificates or an assignment of such Cooperative Shares, in blank, executed by the Mortgagor with such signature guaranteed;

(ix)

with respect to each Mortgage Loan which constitutes a Cooperative Loan:

(1)

the original of any security agreement or similar document executed in connection with the Cooperative Loan;

(2)

the original Recognition Agreement;

(3)

UCC-1 financing statements with recording information thereon from the appropriate governmental recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the jurisdiction in which the Cooperative Property is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder;

(4)

the original Proprietary Lease and the Assignment of Proprietary Lease executed by the Mortgagor in blank or if the Proprietary Lease has been assigned by the Mortgagor to the Seller, then the Seller must execute an assignment of the Assignment of Proprietary Lease in blank; and

(5)

any other document or instruments required to be delivered under the related Custodial Agreement.

In addition, in connection with the assignment of any MERS Mortgage Loan, it is understood that the related Originator will cause the MERS® System to indicate that such Mortgage Loans have been assigned by the related Originator to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of Certificates issued in connection with such Mortgage Loans. It is further understood that the related Originator will not, and the Servicer hereby agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

(b)

[Reserved].

(c)

In instances where a title insurance policy is required to be delivered to the Trustee or the Custodian on behalf of the Trustee and is not so delivered, the Depositor will provide a copy of such title insurance policy to the Trustee, or to the Custodian on behalf of the Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date.

(d)

For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith delivers to the Trustee, or to the Custodian on behalf of the Trustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the Distribution Account pursuant to Section 4.01 have been so deposited. All original documents that are not delivered to the Trustee or the Custodian on behalf of the Trustee shall be held by the related Servicer in trust for the benefit of the Trustee and the Certificateholders.

(e)

The Depositor and the Trustee hereto agree and understand that it is not intended that any Mortgage Loan be included in the Trust Fund that is (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004, (iv) a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, or (v) a “high-cost home loan” under the Indiana High Cost Home Loan Law, effective January 1, 2005. The Trustee shall be entitled to indemnification from the Depositor and the Trust Fund for any loss, liability or expense arising out of, or in connection with, the provisions of this Section 2.01(e), including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to such provisions.

SECTION 2.02

Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund.

(a)

The Trustee, by execution and delivery hereof, acknowledges receipt by it or by the Custodian on its behalf of the Trustee Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule.

(b)

With respect to the Mortgage Loans, in the event there exist exceptions noted on the related Custodian Certification (substantially in the form of Exhibit L), not later than 270 days after the Closing Date, the Custodian shall deliver to the Trustee, the Securities Administrator and the Depositor a further certification with any applicable exceptions noted thereon.

(c)

Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Securities Administrator, the Trustee, any Custodian or the Certificateholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor.

(d)

Each of the parties hereto acknowledges that (i) th