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 ”), U.S. Bank
National Association, as trustee (the “ Trustee
”) of J.P. Morgan Mortgage Trust 2007-S1 (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 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
“ January 2004 Agreement ” and together with the
Agreement, the “Agreements”), 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 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 Agreements and are listed on the
mortgage loan schedule attached as Exhibit I hereto (the “
Specified Mortgage Loan Schedule ”);
WHEREAS, pursuant to
the Agreements, 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 Agreements 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 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 and
obligations 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
”), 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
Agreements, 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 Agreements.
Accordingly, the right of JPMorgan Acquisition to consent to
any amendment of the Agreements as set forth in Section 12.02 of
the Agreements shall be exercisable, to the extent any such
amendment affects the Specified Mortgage Loans or any of the rights
or obligations 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 CHF, JPMCBNA or JPMorgan Acquisition other
than those contained in the Agreements 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 2007-S1 and, therefore, has the right to enforce all
obligations of JPMCBNA under the Agreements. Such rights will
include, without limitation, the right to terminate JPMCBNA under
the Agreements upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be
made by JPMCBNA under the Agreements, the right to receive all
monthly reports and other data required to be delivered by JPMCBNA
under the Agreements, the right to examine the books and records of
JPMCBNA relating to the Mortgage Loans, indemnification rights and
the right to exercise certain rights of consent and approval
relating to actions taken by JPMorgan Acquisition. JPMCBNA shall
make all distributions under the Agreements 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 Mortgage Trust 2007-S1,
Distribution Account
Number: 50994700
Notwithstanding anything
in the Agreements to the contrary, the Servicer shall furnish to
the Master Servicer the monthly reports required by the Agreements
on the forms, and containing information described in such forms,
attached hereto as Exhibit II at the following address:
Wells Fargo Bank,
N.A.
9062 Old Annapolis
Road
Columbia, Maryland
21045
Attention: Client
Manager – JPMMT 2007-S1
Telecopier: (410)
715-2380
5.
Subservicing
Agreement
As of the Closing Date
(as defined in the Pooling and Servicing Agreement) JPMCBNA has
engaged CHF to act as subservicer with respect to JPMCBNA’s
servicing obligations under the Agreements. So long as JPMCBNA is
not a rated servicer by Standard and Poor’s, JPMCBNA agrees
that prior to replacing CHF as subservicer, other than with an
affiliate of JPMCBNA that is a rated servicer, it will obtain
written confirmation from Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. (“ Standard &
Poor’s ”), that such replacement of CHF as
subservicer with respect to JPMCBNA’s servicing obligations
related to the Mortgage Loans will not cause the current rating on
the Certificates (as defined in the Pooling and Servicing
Agreement) to be withdrawn or lowered by Standard and Poor’s
and agrees that any replacement subservicer shall agree to
subservice in accordance with the terms of the Agreements,
including but not limited to the consideration of whether to waive
a prepayment penalty thereunder.
6.
Establishment of
Escrow Account
The Servicer shall
establish and maintain a separate Escrow Account titled
“Chase Home Finance LLC, as Subservicer for JPMorgan Chase
Bank, National Association, in trust for U.S. Bank National
Association, as Trustee for J.P. Morgan Mortgage Trust 2007-S1 and
various Mortgagors,” for all funds collected and received on
the Specified Mortgage Loans.
7.
Establishment of
Custodial Account
The Servicer shall
establish and maintain a separate Custodial Account titled
“Chase Home Finance LLC, as Subservicer for JPMorgan Chase
Bank, National Association, in trust for U.S. Bank National
Association, as Trustee for J.P. Morgan Mortgage Trust
2007-S1,” for all funds collected and received on the
Specified Mortgage Loans.
8.
Amendment to the
Agreements
The parties to the
Agreements hereby agree to amend the Agreements as
follows:
(a)
The second sentence of
the second paragraph of Section 3.03 in the Agreements, solely with
respect to the Specified Mortgage Loans, is hereby amended by
deleting such sentence in its entirety and replacing it with the
following:
“Any substitute
Mortgage Loan shall (a) have a principal balance at the time
of substitution, after deduction of the principal portion of the
scheduled payment due in the month of substitution, not in excess
of, and not more than ten (10%) percent less than, the principal
balance of the defective Mortgage Loan (the amount of any
difference, plus one month’s interest thereon at the Mortgage
Interest Rate borne by the defective Mortgage Loan, being paid by
the applicable Seller and deemed to be a Principal Prepayment to be
deposited by the Seller in the Custodial Account), (b) have a
Mortgage Interest Rate not less than, and not more than one
percentage point greater than, the Mortgage Interest Rate of the
removed Mortgage Loan, (c) have a remaining term to stated
maturity not later than, and not more than one (1) year less
than, the remaining term to stated maturity of the removed Mortgage
Loan, (d) b
