EXECUTION COPY
ASSIGNMENT, ASSUMPTION
AND RECOGNITION AGREEMENT
THIS ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT (this “
Assignment ”), dated as of October 1, 2006, 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 Alternative Loan Trust 2006-A6 (the “
Trust ”), J.P. Morgan Mortgage Acquisition Corp.
(“ JPMorgan Acquisition ”), PHH Mortgage
Corporation (“PHH”), formerly known as Cendant Mortgage
Corporation, Bishop’s Gate Residential Mortgage Trust
(“Bishop’s Gate” and together with PHH, the
“Sellers”), with PHH Mortgage Corporation, as the
servicer (in such capacity, the “ Servicer ”)
and Wells Fargo Bank, N.A. (the “ Master Servicer
”).
RECITALS
WHEREAS JPMorgan
Acquisition, PHH Mortgage Corporation, as a seller and servicer,
and Bishop’s Gate Residential Mortgage Trust, as a seller
have entered into a certain Amended and Restated Mortgage Loan Flow
Purchase, Sale & Servicing Agreement, dated as of January 1,
2006 (the “ Agreement ”) pursuant to which
JPMorgan Acquisition has acquired certain Mortgage Loans pursuant
to the terms of the Agreement and PHH Mortgage Corporation has
agreed to service such Mortgage Loans;
WHEREAS the Depositor
has agreed, on the terms and conditions contained herein, to
purchase from JPMorgan Acquisition certain of the Mortgage Loans
(the “ Specified Mortgage Loans ”) which are
subject to the provisions of the Agreement and are listed on the
mortgage loan schedule attached as Schedule I hereto (the “
Specified Mortgage Loan Schedule ”);
WHEREAS, pursuant
to the Agreement, PHH has agreed to service the Specified Mortgage
Loans for a Servicing Fee Rate ranging from 0.250% to 0.447% per
annum; and
WHEREAS the Trustee, on
behalf of the Trust, has agreed, on the terms and conditions
contained herein, to purchase from the Depositor the Specified
Mortgage Loans;
NOW, THEREFORE, in
consideration of the mutual promises contained herein and other
good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties agree as
follows:
1.
Assignment and
Assumption
(a)
On and as of the date
hereof, JPMorgan Acquisition hereby sells, assigns and transfers to
the Depositor all of its right, title and interest in the Specified
Mortgage Loans and all rights and obligations related thereto as
provided under the Agreement to the extent relating to the
Specified Mortgage Loans, the Depositor hereby accepts such
assignment from JPMorgan Acquisition (the “ First
Assignment and Assumption ”), and the Sellers hereby
acknowledge the First Assignment and Assumption.
JPMorgan Acquisition
specifically reserves and does not assign to the Depositor
hereunder any and all right, title and interest in, to and under
and all obligations of JPMorgan Acquisition with respect to any
Mortgage Loans subject to the Agreement which are not the Specified
Mortgage Loans.
(b)
On and as of the date
hereof, immediately after giving effect to the First Assignment and
Assumption, the Depositor hereby sells, assigns and transfers to
the Trustee, on behalf of the Trust, all of its right, title and
interest in the Specified Mortgage Loans and all rights related
thereto as provided under the Agreement to the extent relating to
the Specified Mortgage Loans, and the Trustee, on behalf of the
Trust, hereby accepts such assignment from the Depositor (the
“ Second Assignment and Assumption ”), and the
Sellers hereby acknowledge the Second Assignment and
Assumption.
(c)
On and as of the date
hereof, JPMorgan Acquisition represents and warrants to the
Depositor and the Trustee that JPMorgan Acquisition has not taken
any action that would serve to impair or encumber the respective
ownership interests of the Depositor and the Trustee in the
Specified Mortgage Loans since the date of JPMorgan
Acquisitions’ acquisition of the Specified Mortgage
Loans.
2.
Recognition of
Trustee
(a)
From and after the date
hereof, both JPMorgan Acquisition and the Sellers 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 Servicer shall service the Specified
Mortgage Loans for the benefit of the Trust pursuant to the
Agreement, the terms of which are incorporated herein by reference.
It is the intention of the Sellers, the Servicer, the Depositor,
the Trustee and JPMorgan Acquisition that this Assignment shall be
binding upon and inure to the benefit of the Depositor, the Trustee
and JPMorgan Acquisition and their respective successors and
assigns.
(b)
Without in any way
limiting the foregoing, the parties confirm that this Assignment
includes the rights relating to amendments and waivers under the
Agreement. Accordingly, the right of JPMorgan Acquisition to
consent to any amendment of the Agreement and its rights concerning
waivers as set forth in Section 12.07 of the Agreement shall be
exercisable, to the extent any such amendment or waiver affects the
Specified Mortgage Loans or any of the rights under the Agreement
with respect thereto (including, without limitation, the servicing
of the Specified Mortgage Loans), by the Trustee as assignee of
JPMorgan Acquisition.
3.
Representations and
Warranties
(a)
The Depositor
represents and warrants that it is a sophisticated investor able to
evaluate the risks and merits of the transactions contemplated
hereby, and that it has not relied in connection therewith upon any
statements or representations of the Sellers or JPMorgan
Acquisition other than those contained in the Agreement or this
Assignment.
(b)
Each of the parties
hereto represents and warrants that it is duly and legally
authorized to enter into this Assignment.
(c)
Each of the parties
hereto represents and warrants that this Assignment has been duly
authorized, executed and delivered by it and (assuming due
authorization, execution and delivery thereof by each of the other
parties hereto) constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms,
except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general
equitable principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(d)
Each Seller hereby
restates, as of the Closing Date (as defined in the Pooling and
Servicing Agreement referred to below) (or, with respect to the
representations and warranties specifically mentioned in Section
3.05 of the Agreement, as of the applicable Funding Date (as
defined in the Agreement)), the representations and warranties set
forth in Sections 3.01, 3.02 and 3.03 of the Agreement, with
respect to each of the Specified Mortgage Loans that were sold by
it under the Agreement, to and for the benefit of the Depositor,
the Trustee and the Trust (other than those representations and
warranties specifically excepted pursuant to Section 3.05 of the
Agreement), and by this reference incorporates such representations
and warranties herein, as of such Closing Date. In addition,
each Seller hereby represents and warrants that (i) each Specified
Mortgage Loan sold by it under the Agreement is a “qualified
mortgage” within the meaning of 860G(a)(3) of the Code and
(ii) each Specified Mortgage Loan sold by it under the Agreement
that is a Cooperative Loan is secured by stock in a
“cooperative housing corporation” within the meaning of
Section 216(b) of the Code.
4.
The Servicer hereby
acknowledges that Wells Fargo Bank, N.A. has been appointed as the
Master Servicer of the Specified Mortgage Loans pursuant to the
pooling and servicing agreement dated as of the date hereof among
the Depositor, the Master Servicer, the Securities Administrator
and the Trustee (the “ Pooling and Servicing Agreement
”) for Mortgage Pass-Through Certificates, Series 2006-A6
and, therefore, has the right to enforce all obligations of the
Servicer under the Agreement. Such rights will include, without
limitation, the right to terminate the Servicer under the Agreement
upon the occurrence of an event of default thereunder, the right to
receive all remittances required to be made by the Servicer under
the Agreement, the right to receive all monthly reports and other
data required to be delivered by the Servicer under the Agreement,
the right to examine the books and records of the Servicer,
indemnification rights and the right to exercise certain rights of
consent and approval relating to actions taken by JPMorgan
Acquisition. The Servicer shall make all distributions under the
Agreement to the Master Servicer by wire transfer of immediately
available funds to:
Wells Fargo Bank,
N.A.
ABA Number:
121-000-248
Account Name: SAS
Clearing
Account number:
3970771416
For further credit to:
J.P. Morgan Alternative Loan Trust 2006-A6,
Distribution
Account Number: 50957600
The Servicer shall
deliver all reports required to be delivered under the Agreement to
the Master Servicer at the following address:
Wells Fargo Bank,
N.A.
9062 Old Annapolis
Road
Columbia, Maryland
21045
Attention: Client
Manager – JPALT 2006-A6
Telecopier: (410)
715-2380
5.
Establishment of
Collection Account
The Servicer shall
establish and maintain a separate Collection Account in the name of
the Trustee, in trust for J.P. Morgan Alternative Loan Trust
2006-A6, for all funds collected and received on the Specified
Mortgage Loans.
6.
Amendments to the
Agreement
The parties to the
Agreement hereby agree to amend the Agreement as
follows:
(a)
With respect to the
Specified Mortgage Loans, “Permitted Investments” shall
have the meaning of such term as defined in the Pooling and
Servicing Agreement.
(b)
Notwithstanding any
provision in the Agreement to the contrary, the parties to the
Agreement hereby agree that the Servicer’s aggregate
obligations under Section 5.04, clause (4)(ii) of the Agreement,
with respect to a Mortgage Pool (as defined in the Pooling and
Servicing Agreement) for any month shall be limited to the total
amount of Servicing Fees actually received for the Specified
Mortgage Loans in such Mortgage Pool by the Servicer during such
month.
(c)
Section 6.02 of the
Agreement is hereby replaced in its entirety with the
following:
On or before
the fifth Business Day after the end of the related Due Period
during the term hereof, the Servicer shall deliver to the Purchaser
monthly accounting reports in the forms set forth on Exhibit 6.02
attached hereto (or such other format or such other data as is
mutually agreed upon by the Servicer, the Master Servicer and the
Purchaser), with respect to the most recently ended Monthly Period,
or the Servicer shall provide training and passwords to the
Purchaser to have access to view such reports via the
Servicer’s website. Such monthly accounting reports
shall include information as to the aggregate Unpaid Principal
Balance of all Mortgage Loans, the scheduled amortization of all
Mortgage Loans, any delinquencies and the amount of any Principal
Prepayments as of the most recently ended Record Date.
The Servicer shall
provide the Purchaser with such information concerning the Mortgage
Loans as is necessary for the Purchaser to prepare its federal
income tax return as the Purchaser may reasonably request from time
to time.”
(d)
Exhibit I hereto is
hereby added as Exhibit 6.02(i) to the Agreement.
(e)
Exhibit II hereto is
hereby added as Exhibit 6.02(j) to the Agreement.
7.
Indemnification by
Master Servicer
The Master Servicer
shall indemnify and hold harmless the Servicer and its affiliates,
and in each case, its officers, directors and agents from and
against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and other
c
