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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 "), PHH Mortgage
Corporation ("PHH"), formerly known as Cendant Mortgage
Corporation, Bishop’s Gate Residential Mortgage Trust
("Bishop’s Gate" and together with PHH, the "Sellers"), with
PHH Mortgage Corporation, as the servicer (in such capacity, the "
Servicer ") and U.S. Bank National Association (the "
Master Servicer ").
RECITALS
WHEREAS JPMorgan Acquisition, PHH Mortgage Corporation, as a
seller and servicer, and Bishop’s Gate Residential Mortgage
Trust, as a seller have entered into a certain Amended and Restated
Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated
as of January 1, 2006 (the " Agreement ") pursuant to which
JPMorgan Acquisition has acquired certain Mortgage Loans pursuant
to the terms of the Agreement and PHH Mortgage Corporation 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 Schedule I hereto (the "
Specified Mortgage Loan Schedule ");
WHEREAS, pursuant to the Agreement, the Servicer has agreed to
service the Specified Mortgage Loans for the applicable Servicing
Fee Rate (as defined in the Pooling and Servicing Agreement
referred to below) as specified on Schedule II; 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 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 the Sellers 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 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 the Sellers 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 Acquisition’s acquisition of the Specified Mortgage
Loans.
2.
Recognition of Trustee
(a)
From and after the date hereof, both JPMorgan Acquisition and
the Sellers 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 the
Servicer 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 the
Sellers, the Servicer, 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 and
waivers under the Agreement. Accordingly, the right of
JPMorgan Acquisition to consent to any amendment of the Agreement
and its rights concerning waivers as set forth in Section 12.07 of
the Agreement shall be exercisable, to the extent any such
amendment or waiver affects the Specified Mortgage Loans or any of
the rights 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 the Sellers 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).
(d)
Each Seller hereby restates, as of the Closing Date (as defined
in the Pooling and Servicing Agreement referred to below) (or, with
respect to the representations and warranties specifically
mentioned in Section 3.05 of the Agreement, as of the applicable
Funding Date (as defined in the Agreement)), the representations
and warranties set forth in Sections 3.01, 3.02 and 3.03 of the
Agreement, with respect to each of the Specified Mortgage Loans
that were sold by it under the Agreement, to and for the benefit of
the Depositor, the Trustee and the Trust (other than those
representations and warranties specifically excepted pursuant to
Section 3.05 of the Agreement), and by this reference incorporates
such representations and warranties herein, as of such Closing
Date. In addition, each Seller hereby represents and warrants
that (i) each Specified Mortgage Loan sold by it under the
Agreement is a "qualified mortgage" within the meaning of
860G(a)(3) of the Code and (ii) each Specified Mortgage Loan sold
by it under the Agreement that is a Cooperative Loan is secured by
stock in a "cooperative housing corporation" within the meaning of
Section 216(b) of the Code.
4.
The Servicer 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 obligations of the Servicer under the
Agreement. Such rights will include, without limitation, the right
to terminate the Servicer under the Agreement upon the occurrence
of an event of default thereunder, the right to receive all
remittances required to be made by the Servicer under the
Agreement, the right to receive all monthly reports and other data
required to be delivered by the Servicer under the Agreement, the
right to examine the books and records of the Servicer,
indemnification rights and the right to exercise certain rights of
consent and approval relating to actions taken by JPMorgan
Acquisition. The Servicer shall make all distributions under the
Agreement to the Master Servicer by wire transfer of immediately
available funds to:
U.S. Bank National Association
ABA Number: 091000022
Account Name: U.S. Bank Corporate Trust
Account number: 173103322058
For further credit to:
J.P. Morgan Alternative Loan Trust 2006-A7,
Distribution Account Number: 107164000
The Servicer shall deliver all reports required to be delivered
under the Agreement to the Master Servicer at the following
address:
U.S. Bank National Association
2121 Cliff Drive, #205
Eagan, MN 55122
Attention: J.P. Morgan Alternative Loan Trust 2006-A7
Telecopier: (651) 365-6384
5.
Establishment of Collection Account
The Servicer shall establish and maintain a separate Collection
Account in the name of the Trustee, in trust for J.P. Morgan
Alternative Loan Trust 2006-A7, for all funds collected and
received on the Specified Mortgage Loans.
6.
Amendments to the Agreement
The parties to the Agreement hereby agree to amend the Agreement
as follows:
(a)
With respect to the Specified Mortgage Loans, "Permitted
Investments" shall have the meaning of such term as defined in the
Pooling and Servicing Agreement.
(b)
Notwithstanding any provision in the Agreement to the contrary,
the parties to the Agreement hereby agree that the Servicer’s
aggregate obligations under Section 5.04, clause (4)(ii) of the
Agreement, with respect to a Mortgage Pool (as defined in the
Pooling and Servicing Agreement) for any month shall be limited to
the total amount of Servicing Fees actually received for the
Specified Mortgage Loans in such Mortgage Pool by the Servicer
during such month.
(c)
Section 6.02 of the Agreement is hereby replaced in its entirety
with the following:
" Section 6.02 On or before the fifth Business Day
after the end of the related Due Period during the term hereof, the
Servicer shall deliver to the Purchaser monthly accounting reports
in the forms set forth on Exhibit 6.02 attached hereto (or such
other format or such other data as is mutually agreed upon by the
Servicer, the Master Servicer and the Purchaser) with respect to
the most recently ended Monthly Period, or the Servicer shall
provide training and passwords to the Purchaser to have access to
view such reports via the Servicer’s website. Such
monthly accounting reports shall include information as to the
aggregate Unpaid Principal Balance of all Mortgage Loans, the
scheduled amortization of all Mortgage Loans, any delinquencies and
the amount of any Principal Prepayments as of the most recently
ended Record Date.
The Servicer shall provide the Purchaser with such information
concerning the Mortgage Loans as is necessary for the Purchaser to
prepare its federal income tax return as the Purchaser may
reasonably request from time to time."
(d)
Exhibit I hereto is hereby added as Exhibit 6.02(i) to the
Agreement.
(e)
Exhibit II hereto is hereby added as Exhibit 6.02(j) to the
Agreement.
7.
Indemnification by Master Servicer
The Master Servicer shall indemnify and hold harmless the
Servicer and its affiliates, and in each case, its officers,
directors and agents from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments and other costs and expenses arising out of or
based upon a breach by the Master Servicer or any of its officers,
directors, agents or affiliates of its obligations in connection
with the preparation, filing and certification of any Form 10-K
pursuant to the Pooling and Servicing Agreement or the negligence,
bad faith or willful misconduct of the Master Servicer in
connection therewith. In addition, the Master Servicer shall
indemnify and hold harmless the
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