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?), American Home Mortgage Servicing, Inc. (?American Home Servicing?) and Wells Fargo Bank, N.A. (the ?Master Servicer?).

RECITALS

WHEREAS JPMorgan Acquisition, American Home Mortgage Corp. and American Home Servicing entered into a certain Mortgage Loan Sale Agreement, dated as of April 1, 2006 (the ?Purchase Agreement?) pursuant to which JPMorgan Acquisition has acquired certain mortgage loans pursuant to the terms of the Purchase Agreement;

WHEREAS JPMorgan Acquisition and American Home Servicing entered into a certain Flow Mortgage Loan Interim Servicing Agreement, dated as of April 1, 2006 (the ?Interim Servicing Agreement?) pursuant to which American Home Servicing agreed to service certain mortgage loans pursuant to the terms of the Interim Servicing Agreement;

WHEREAS JPMorgan Acquisition and JPMCBNA entered into a certain Amended and Restated Flow Servicing Agreement, dated as of July 1, 2006, as amended by that certain Amendment Reg AB, dated as of January 1, 2006 (the ?Servicing Agreement? and together with the Interim Servicing Agreement and the Purchase Agreement, the ?Agreements?) pursuant to which JPMCBNA agreed to service certain mortgage loans pursuant to the terms of the Servicing Agreement;

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 Purchase Agreement and are listed on the mortgage loan schedule attached as Exhibit I hereto (the ?Specified Mortgage Loan Schedule?);

WHEREAS American Home Servicing has agreed, on the terms and conditions contained herein, to service the Specified Mortgage Loans pursuant to the Interim Servicing Agreement and will transfer the servicing of certain mortgage loans to JPMCBNA on August 1, 2007 and September 1, 2007 (together, the ?Transfer Dates?), as identified on the Specified Mortgage Loan Schedule;

WHEREAS JPMCBNA (in such capacity, the ?Servicer?) has agreed, on the terms and conditions contained herein, to service the Specified Mortgage Loans pursuant to the Servicing Agreement after the applicable Transfer Dates;

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

WHEREAS, pursuant to the Interim Servicing Agreement, American Home Servicing has agreed to service the Specified Mortgage Loans for a Servicing Fee Rate of 0.10%; 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 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?).

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 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?).

(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 Acquisition?s acquisition of the Specified Mortgage Loans.

2.

Recognition of Trustee

(a)

From and after the date hereof, JPMorgan Acquisition shall note the transfer of the Specified Mortgage Loans to the Trustee, in its 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 American Home Servicing and the Servicer, after the applicable Transfer Dates, shall service the Specified Mortgage Loans for the benefit of the Trust pursuant to the Interim Servicing Agreement and the Servicing Agreement, as applicable, the terms of which are incorporated herein by reference. It is the intention of American Home Servicing, the Servicer, the Depositor, the Trustee and JPMorgan Acquisition that this Assignment shall be binding upon and inure to the benefit of the Depositor, the Trustee and JPMorgan Acquisition and their respective successors and assigns.

(b)

Without in any way limiting the foregoing, the parties confirm that this Assignment includes the rights relating to amendments and waivers under the Agreements.  Accordingly, the right of JPMorgan Acquisition to consent to any amendment of the Agreements and its rights concerning waivers as set forth in the applicable section of each Agreement shall be exercisable, to the extent any such amendment or waiver affects the Specified Mortgage Loans or any of the rights 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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