ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT (this “
Assignment ”), dated as of November 1, 2006, is
entered into among J.P. Morgan Acceptance Corporation I, a Delaware
corporation (the “ Depositor ”), HSBC Bank USA,
National Association, as trustee (the “ Trustee
”) of J.P. Morgan Alternative Loan Trust 2006-A7 (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 U.S. Bank National Association (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, the Servicer has agreed to service the Specified
Mortgage Loans for the applicable Servicing Fee Rate (as defined in
the Pooling and Servicing Agreement referred to below) as specified
on Schedule II; 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
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
Acquisition’s 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 the 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 U.S. Bank National Association 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-A7 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:
U.S. Bank National
Association
ABA Number:
091000022
Account Name: U.S.
Bank Corporate Trust
Account number:
173103322058
For further credit
to:
J.P. Morgan Alternative
Loan Trust 2006-A7,
Distribution Account
Number: 107164000
The Servicer shall
deliver all reports required to be delivered under the Agreement to
the Master Servicer at the following address:
U.S. Bank National
Association
2121 Cliff Drive,
#205
Eagan, MN
55122
Attention: J.P.
Morgan Alternative Loan Trust 2006-A7
Telecopier: (651)
365-6384
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-A7, 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:
“ Section
6.02 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 costs
and expenses arising out of or based upon a breach by the Master
Servicer or any of its officers, directors, agents or affiliates of
its obligations in connection with the preparation, filing and
certification of any Form 10-K pursuant to the Pooling and
Servicing Agreement or the negligence, bad faith or willful
misconduct of the Master Servicer in connection therewith. In
addition, 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, r
