EXECUTION
COPY
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT (this “
Assignment ”), dated as of March 1, 2007, 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 Mortgage Trust 2007-A2 (the “
Trust ”), J.P. Morgan Mortgage Acquisition Corp.
(“JPMorgan Acquisition”) and JPMorgan Chase Bank,
National Association (“ JPMCBNA ”) as successor
in interest to Chase Manhattan Mortgage Corporation (“
CMMC ”) and U.S. Bank National Association (the
“ Master Servicer ”).
RECITALS
WHEREAS JPMorgan
Acquisition and CMMC have entered into a certain Flow Mortgage Loan
Purchase, Warranties and Servicing Agreement, dated as of January
1, 2004, as amended by that certain Amendment No. 1, dated as of
June 1, 2004, as further amended by that certain Amendment No. 2,
dated as of January 1, 2005, as further amended by that certain
Amendment No. 3, dated as of May 12, 2005, as further amended
by that certain Amendment No. 4, dated as of June 13, 2005, as
further amended by that certain Amendment No. 5, dated as of August
22, 2005 and as further amended by that certain Amendment Reg AB,
dated as of January 1, 2006, by and among JPMorgan Acquisition and
Chase Home Finance LLC (“ CHF LLC ”), successor
by merger to CMMC (as amended or modified to the date hereof, the
“ Agreement ”), pursuant to which JPMorgan
Acquisition has acquired certain Mortgage Loans pursuant to the
terms of the Agreement and CHF LLC has agreed to service such
Mortgage Loans;
WHEREAS JPMorgan
Acquisition, CHF LLC and JPMCBNA have entered into a certain Flow
Mortgage Loan Purchase, Warranties and Servicing Agreement, dated
as of January 1, 2005, as amended by that certain Amendment Reg AB,
dated as of January 1, 2006, by and among JPMorgan Acquisition, as
purchaser, JPMCBNA, as the servicer and CHF LLC, as the seller (as
amended or modified to the date hereof, the “ January 2005
Agreement ” and together with the Agreement, the “
Agreements ”) pursuant to which JPMorgan Acquisition
has acquired certain Mortgage Loans pursuant to the terms of the
January 2005 Agreement and CHF LLC 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, CHF LLC 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 0.250% or 0.375%;
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 JPMCBNA hereby
acknowledges 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 JPMCBNA hereby acknowledges 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, each of JPMorgan Acquisition 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 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 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 &n
