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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Assignment and Assumption Agreement

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT | Document Parties: Amendment Reg AB | Chase Manhattan Mortgage Corporation | CHF LLC | HSBC Bank USA, National Association | JP Morgan Acceptance Corporation | JP Morgan Mortgage Acquisition Corp | JPMorgan Acquisition and Chase Home Finance LLC | JPMorgan Chase Bank, National Association | US Bank National Association You are currently viewing:
This Assignment and Assumption Agreement involves

Amendment Reg AB | Chase Manhattan Mortgage Corporation | CHF LLC | HSBC Bank USA, National Association | JP Morgan Acceptance Corporation | JP Morgan Mortgage Acquisition Corp | JPMorgan Acquisition and Chase Home Finance LLC | JPMorgan Chase Bank, National Association | US Bank National Association

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Title: ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Governing Law: New York     Date: 12/14/2006

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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") 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 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, 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 0.250% 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  (the " Pooling and Servicing Agreement ") for Mortgage Pass-Through Certificates, Series 2006-A7 and, therefore, has the right to enforce all obliga


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