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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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