ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this ?Assignment?), dated as of July 1, 2007, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the ?Depositor?), U.S. Bank National Association, as trustee (the ?Trustee?) of J.P. Morgan Mortgage Trust 2007-S3 (the ?Trust?), J.P. Morgan Mortgage Acquisition Corp. (?JPMorgan Acquisition?), JPMorgan Chase Bank, National Association (?JPMCBNA?), Chase Home Finance LLC (?CHF?) and Wells Fargo Bank, N.A. (the ?Master Servicer?).

RECITALS

WHEREAS JPMorgan Acquisition, CHF and JPMCBNA have entered into a certain Flow Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of May 1, 2004 (the ?Purchase Agreement?), as amended by Amendment No. 1 thereto, dated as of January 1, 2005 (the ?Amendment No. 1?), as amended by Amendment No. 2 thereto, dated as of December 1, 2005 (the ?Amendment No. 2?) and as further amended by that certain Amendment Reg AB, dated as of January 1, 2006, (the ?Amendment Reg AB? and together with the Purchase Agreement, Amendment No. 1 and Amendment No. 2, the ?Agreement?), pursuant to which JPMorgan Acquisition has acquired certain Mortgage Loans pursuant to the terms of the Agreement and JPMCBNA has agreed to service such Mortgage Loans;

WHEREAS JPMorgan Acquisition and CMMC have entered into a certain Flow Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of June 1, 2004, as amended by that certain Amendment No. 1, dated as of June 1, 2005, and as further amended by reference herein by that certain Amendment Reg AB, dated as of January 1, 2006, by and among JPMorgan Acquisition and Chase Home Finance LLC (?CHF LLC?), successor by merger to CMMC (as amended or modified to the date hereof, the ?June 2004 Agreement?), pursuant to which JPMorgan Acquisition has acquired certain Mortgage Loans pursuant to the terms of the June 2004 Agreement and CHF LLC  and JPMCBNA have agreed to service such Mortgage Loans;

WHEREAS JPMorgan Acquisition and CMMC have entered into a certain Flow Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004, as amended by that certain Amendment No. 1, dated as of June 1, 2004, as further amended by that certain Amendment No. 2, dated as of January 1, 2005, as further amended by that certain Amendment No. 3, dated as of May 12, 2005,  as further amended by that certain Amendment No. 4, dated as of June 13, 2005, as further amended by that certain Amendment No. 5, dated as of August 22, 2005 and as further amended by that certain Amendment Reg AB, dated as of January 1, 2006, by and among JPMorgan Acquisition and CHF LLC, successor by merger to CMMC (as amended or modified to the date hereof, the ?January 2004 Agreement? and together with the Agreement and the June 2004 Agreement, the ?Agreements?), pursuant to which JPMorgan Acquisition has acquired certain Mortgage Loans pursuant to the terms of the Agreement and CHF LLC has agreed to service such Mortgage Loans;

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

WHEREAS, pursuant to the Agreements, JPMCBNA has agreed to service the Specified Mortgage Loans for a Servicing Fee Rate of 0.25%; and

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

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

1.

Assignment and Assumption

(a)

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

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

(b)

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

(c)

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

2.

Recognition of Trustee

(a)

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

(b)

Without in any way limiting the foregoing, the parties confirm that this Assignment includes the rights relating to amendments under the Agreements.  Accordingly, the right of JPMorgan Acquisition to consent to any amendment of the Agreements as set forth in Section 12.02 of the Agreements shall be exercisable, to the extent any such amendment affects the Specified Mortgage Loans or any of the rights or obligations under the Agreements with respect thereto (including, without limitation, the servicing of the Specified Mortgage Loans), by the Trustee as assignee of JPMorgan Acquisition.

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