EXECUTION COPY
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 ”), JPMorgan Chase Bank,
National Association (“ JPMCBNA ”) and U.S. Bank
National Association (the “ Master Servicer
”).
RECITALS
WHEREAS JPMorgan
Acquisition, Flagstar Capital Markets Corporation and Flagstar Bank
entered into a certain Mortgage Loan Sale Agreement, dated as
of October 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 JPMCBNA entered into a certain Flow Servicing
Agreement, dated as of July 1, 2006, and that certain Amendment Reg
AB, dated as of January 1, 2006 (the “ Servicing
Agreement ” and together with 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 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;
WHEREAS, pursuant to
the Agreement, the Servicer has agreed to service the Specified
Mortgage Loans for a Servicing Fee Rate (as defined in the Pooling
and Servicing Agreement referred to below) 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 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 the
Servicer shall service the Specified Mortgage Loans for the benefit
of the Trust pursuant to the Servicing Agreement, the terms of
which are incorporated herein by reference. It is the intention of
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.
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 JPMorgan Acquisition other than
those contained in the Agreements or this Assignment.
(b)
Each of the
