J.P. MORGAN ACCEPTANCE CORPORATION I

as Depositor

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

U.S. BANK NATIONAL ASSOCIATION,

as Securities Administrator

_________________________________________

TRUST AGREEMENT

Dated as of September 1, 2007

__________________________________________

TABLE OF CONTENTS

ARTICLE I  DEFINED TERMS

1

ARTICLE II  THE TRUST

4

Section 2.01.  Transfer of Exchangeable REMIC Certificates

4

Section 2.02.  Certificates

5

Section 2.03.  Exchanges

5

Section 2.04.  Delivery of Instruments

6

Section 2.05.  Distribution Date Statements to Certificateholders

6

ARTICLE III  CERTIFICATES; DISTRIBUTIONS

6

Section 3.01.  Issuance of Certificates

6

Section 3.02.  Trust Account

7

Section 3.03.  Distributions

7

Section 3.04.  Allocation of Realized Losses

7

ARTICLE IV  LIMITATION OF LIABILITY

8

ARTICLE V  THE TRUSTEE

8

ARTICLE VI  TERMINATION

8

ARTICLE VII  SUPPLEMENTAL AGREEMENTS

8

ARTICLE VIII  MISCELLANEOUS

8

Section 8.01.  Certificateholders

8

Section 8.02.  Governing Law

9

Section 8.03.  Demands, Notices and Communications

9

Section 8.04.  Severability of Provisions

9

Section 8.05.  Tax Status and Reporting

9

APPENDIX A

A-1

APPENDIX A

Available Combinations

EXHIBIT I

Form of Certificates

EXHIBIT II

Form of Exchange Letter

This TRUST AGREEMENT (this ?Trust Agreement?), dated as of September 1, 2007, is executed by and among J.P. MORGAN ACCEPTANCE CORPORATION I, as depositor under the Pooling and Servicing Agreement (as defined below), HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the ?Trustee?), and U.S. BANK NATIONAL ASSOCIATION, as securities administrator (in such capacity, the ?Securities Administrator?).

RECITALS

WHEREAS, the J.P. Morgan Acceptance Corporation I, as depositor, U.S. Bank National Association, as master servicer and securities administrator and HSBC Bank USA, National Association, as trustee, have entered into the Pooling and Servicing Agreement dated as of September 1, 2007 (the ?Pooling and Servicing Agreement?), creating and establishing J.P. Morgan Mortgage Trust 2007-A5 (the ?Underlying Trust?);

WHEREAS, the Underlying Trust has issued a series of certificates known as the Mortgage Pass-Through Certificates, Series 2007-A5 along with certain uncertificated interests (collectively, the ?REMIC Classes?), evidencing the entire beneficial interests in the Underlying Trust;

WHEREAS, all or a portion of the Exchangeable Classes (as defined herein) issued hereunder, each representing an undivided beneficial ownership interest in the related Exchangeable REMIC Classes (as defined herein), may be exchanged for a proportionate interest in such Exchangeable REMIC Classes in the combinations set forth on Appendix A and made a part hereof;

WHEREAS, all or a portion of the Exchangeable REMIC Classes may be exchanged for the Exchangeable Classes in the same manner; and

WHEREAS, the parties hereto desire to create this Trust to issue the Exchangeable Classes and the Exchangeable REMIC Classes subject to the terms and conditions set forth herein.

NOW THEREFORE, the parties to this Trust Agreement, in the several capacities hereinabove set forth, do hereby declare and establish this Trust Agreement and do hereby undertake and otherwise agree as follows:

ARTICLE I

DEFINED TERMS

Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement and the rules of construction set forth therein shall apply hereto.  In addition, whenever used in this Trust Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

?Aggregate Denomination?:  As to any Class and date of determination, the aggregate of the denominations of the Outstanding Certificates of such Class on such date.

?Allocation Ratio?:  With respect to each Class of Exchangeable REMIC Certificates, a fraction, the numerator of which is equal to the Aggregate Denomination of such Class of Exchangeable REMIC Certificates at the close of business on the related Record Date and the denominator of which is the Initial Authorized Denomination with respect to such Exchangeable REMIC Class.

?Authorized Officer?:  The Chairman of the Board, the President or any Executive Vice President, Senior Vice President or Vice President.

?Certificate?:  A grantor trust pass-through security issued hereunder in a book-entry form as authorized by this Trust Agreement, substantially in the form of Exhibit I hereto.

?Certificate Principal Balance?:  With respect to any Certificate, the product of the related Class Principal Balance multiplied by a fraction the numerator of which is the Denomination of such Certificate and the denominator of which is the related Class Principal Balance.

?Certificate Registrar?:  For the purposes of this Trust Agreement, the Certificate Registrar appointed pursuant to Section 3.02 of the Pooling and Servicing Agreement which shall act as Certificate Registrar under this Trust Agreement subject to the terms and conditions and entitled to the same rights, protections and indemnities set forth in the Pooling and Servicing Agreement.

?Class?:  Each Class of Certificates issued or issuable hereunder as set forth in Section 2.02 hereto.

 ?Class Interest Distribution Amount?:  As to each Class of Exchangeable REMIC Certificates and Distribution Date, an amount equal to the product of (i) the aggregate of the distributions on such Distribution Date in respect of interest on the related REMIC Class and (ii) the related Allocation Ratio.  As to each Class of Exchangeable Certificates and Distribution Date, an amount equal to the product of (i) the aggregate of the distributions of interest on such Distribution Date in respect of the related REMIC Class and (ii) one minus the related Allocation Ratio.

?Class Notional Amount?:  With respect to the Class 1-A-1S and Class 4-A-1S Certificates, the Class Notional Amount set forth in the Pooling and Servicing Agreement.

 ?Class Principal Balance?:  With respect to any Class of Exchangeable REMIC Certificates, at any time, the aggregate of the Certificate Principal Balances of the related REMIC Class multiplied by the related Allocation Ratio.  With respect to any Class of Exchangeable Certificates, at any time, the aggregate of the Certificate Principal Balances of the related REMIC Classes multiplied by one minus the related Allocation Ratio.

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