Execution
Version
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 ”), U.S. Bank
National Association, as trustee (the “ Trustee
”) of J.P. Morgan Alternative Loan Trust 2006-S4 (the “
Trust ”), J.P. Morgan Mortgage Acquisition Corp.
(“ JPMorgan Acquisition ”), JPMorgan Chase Bank,
National Association (“ JPMCBNA ”), Chase Home
Finance LLC (“ CHF ”) and Wells Fargo Bank, N.A.
(the “ Master Servicer ”).
RECITALS
WHEREAS JPMorgan
Acquisition, CHF and JPMCBNA have entered into a certain Flow
Mortgage Loan Purchase, Warranties and Servicing Agreement, dated
as of May 1, 2004 (the “ Purchase Agreement ”),
as amended by Amendment No. 1 thereto, dated as of January 1, 2005
(the “ Amendment No. 1 ”), as amended by
Amendment No. 2 thereto, dated as of December 1, 2005 (the “
Amendment No. 2 ”) and as further amended by that
certain Amendment Reg AB, dated as of January 1, 2006, (the “
Amendment Reg AB ” and together with the Purchase
Agreement, Amendment No. 1 and Amendment No. 2, the “
Agreement ”), pursuant to which JPMorgan Acquisition
has acquired certain Mortgage Loans pursuant to the terms of the
Agreement and JPMCBNA 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 Exhibit I hereto (the “
Specified Mortgage Loan Schedule ”);
WHEREAS, pursuant to
the Agreement, JPMCBNA has agreed to service the Specified Mortgage
Loans for a Servicing Fee Rate 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 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 CHF and JPMCBNA 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 and
obligations 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 CHF and JPMCBNA 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, each of JPMorgan Acquisition, CHF and JPMCBNA 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 JPMCBNA 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 JPMCBNA, 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 under the Agreement.
Accordingly, the right of JPMorgan Acquisition to consent to
any amendment of the Agreement as set forth in Section 12.02 of the
Agreement shall be exercisable, to the extent any such amendment
affects the Specified Mortgage Loans or any of the rights or
obligations 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 CHF, JPMCBNA 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).
4.
JPMCBNA 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-S4 and, therefore, has the right to enforce all
obligations of JPMCBNA under the Agreement. Such rights will
include, without limitation, the right to terminate JPMCBNA under
the Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be
made by JPMCBNA under the Agreement, the right to receive all
monthly reports and other data required to be delivered by JPMCBNA
under the Agreement, the right to exami
