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EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT (this “ Assignment ”), dated as of
July 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-S3 (the “ Trust ”), J.P.
Morgan Mortgage Acquisition Corp. (“ JPMorgan
Acquisition ”), JPMorgan Chase Bank, National
Association (“ JPMCBNA ”), American Home
Mortgage Servicing, Inc. (“ American Home Servicing
”) and Wells Fargo Bank, N.A. (the “ Master
Servicer ”).
RECITALS
WHEREAS JPMorgan Acquisition, American Home
Mortgage Corp. and American Home Servicing entered into a
certain Mortgage Loan Sale Agreement, dated as of April 1, 2006
(the “ Purchase Agreement ”) pursuant to
which JPMorgan Acquisition has acquired certain mortgage loans
pursuant to the terms of the Purchase Agreement;
WHEREAS JPMorgan Acquisition and American Home
Servicing entered into a certain Flow Mortgage Loan Interim
Servicing Agreement, dated as of April 1, 2006 (the “
Interim Servicing Agreement ”) pursuant to which
American Home Servicing agreed to service certain mortgage loans
pursuant to the terms of the Interim Servicing Agreement;
WHEREAS JPMorgan Acquisition and JPMCBNA entered
into a certain Amended and Restated Flow Servicing Agreement,
dated as of July 1, 2006, as amended by that certain Amendment
Reg AB, dated as of January 1, 2006 (the “ Servicing
Agreement ” and together with the Interim Servicing
Agreement and the Purchase Agreement, the “
Agreements ”) pursuant to which JPMCBNA agreed to
service certain mortgage loans pursuant to the terms of the
Servicing Agreement;
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 Purchase Agreement and are listed on the
mortgage loan schedule attached as Exhibit I hereto (the “
Specified Mortgage Loan Schedule ”);
WHEREAS American Home Servicing has agreed, on
the terms and conditions contained herein, to service the
Specified Mortgage Loans pursuant to the Interim Servicing
Agreement and will transfer the servicing of certain mortgage
loans to JPMCBNA on August 1, 2007 and September 1, 2007
(together, the “Transfer Dates”), as identified on
the Specified Mortgage Loan Schedule;
WHEREAS JPMCBNA (in such capacity, the “
Servicer ”) has agreed, on the terms and conditions
contained herein, to service the Specified Mortgage Loans
pursuant to the Servicing Agreement after the applicable
Transfer Dates;
WHEREAS, pursuant to the Servicing Agreement,
JPMCBNA has agreed to service the Specified Mortgage Loans for a
Servicing Fee Rate of 0.25%; and
WHEREAS, pursuant to the Interim Servicing
Agreement, American Home Servicing has agreed to service the
Specified Mortgage Loans for a Servicing Fee Rate of 0.10%;
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
Agreements to the extent relating to the Specified Mortgage
Loans, the Depositor hereby accepts such assignment from
JPMorgan Acquisition (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 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 ”).
(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, JPMorgan
Acquisition shall note the transfer of the Specified Mortgage
Loans to the Trustee, in its 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
American Home Servicing and the Servicer, after the applicable
Transfer Dates, shall service the Specified Mortgage Loans for
the benefit of the Trust pursuant to the Interim Servicing
Agreement and the Servicing Agreement, as applicable, the terms
of which are incorporated herein by reference. It is the
intention of American Home Servicing, 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 Agreements.
Accordingly, the right of JPMorgan Acquisition to consent
to any amendment of the Agreements and its rights concerning
waivers as set forth in the applicable section of each Agreement
shall be exercisable, to the extent any such amendment or waiver
affects the Specified Mortgage Loans or any of the rights 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 the 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.
The Servicer and American Home Servicing hereby
acknowledge 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-S3 and, therefore, has the right to
enforce all obligations of American Home Servicing under the
Interim Servicing Agreement or the Servicer under the Servicing
Agreement. Such rights will include, without limitation, the
right to terminate American Home Servicing under the Interim
Servicing Agreement or the Servicer under the Servicing
Agreement upon the occurrence of an event of default thereunder,
the right to receive all remittances required to be made by
American Home Servicing under the Interim Servicing Agreement or
the Servicer under the Servicing Agreement, the right to receive
all monthly reports and other data required to be delivered by
the Servicer under the Servicing Agreement and American Home
Servicing under the Interim Servicing Agreement, the right to
examine the books and records of the Servicer pursuant to the
terms of the Servicing Agreement and of American Home Servicing
pursuant to the terms of the Interim Servicing Agreement,
indemnification rights and the right to exercise certain rights
of consent and approval relating to actions taken by JPMorgan
Acquisition pursuant to the terms of the Servicing Agreement and
the Interim Servicing Agreement. The Servicer and American Home
Servicing shall make all distributions under the Servicing
Agreement and the Interim Servicing Agreement, respectively 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-S3,
Distribution
Account Number: 53166400
Notwithstanding anything in the Servicing
Agreement or the Interim Servicing Agreement to the contrary,
the Servicer and American Home Servicing, respectively shall
furnish to the Master Servicer the monthly reports required by
the Servicing Agreement and the Interim Servicing Agreement 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-S3
Telecopier: (410) 715-2380
5.
Subservicing Agreement
As of the applicable Transfer Date, JPMCBNA has engaged Chase Home
Finance LLC (“CHF”) to act as subservicer with respect
to JPMCBNA’s servicing obligations under the Servicing
Agreement. So long as JPMCBNA is not a rated servicer by Standard
& Poor's, a division of The McGraw-Hill Companies, Inc.
(“ Standard & Poor’s ”), JPMCBNA
agrees that prior to replacing CHF as subservicer, other than with
an affiliate of JPMCB that is a rated servicer, it will obtain
written confirmation from Standard and 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 Servicing Agreement, 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-S3 and
various Mortgagors,” for 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-S3,” for funds collected and received on the Specified
Mortgage Loans.
8.
Indemnification by Master Servicer
The Master Servicer shall indemnify and hold
harmless the Servicer, American Home Servicing and each of their
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 Servicer, American Home Servicing and each of
their 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 any Servicer (as defined in the Pooling and Servicing
Agreement), other than the Servicer (as defined herein), of its
obligations in connection with any back-up certification (or any
other back-up documents) to any certification of any Form 10-K
required to be provided by the Master Servicer, but solely to
the extent the Master Servicer receives amounts from such
Servicer in connection with any indemnification provided by such
Servicer (in each case as defined in the Pooling and Servicing
Agreement) to the Master Servicer.
9.
Continuing Effect
Except as contemplated hereby, the Servicing
Agreement and the Interim Servicing Agreement shall each remain
in full force and effect in accordance with its terms.
10.
Governing Law
This Assignment and the rights and obligations
hereunder shall be governed by and construed in accordance with
the internal laws of the State of New York.
11.
Notices
Any notices or other communications permitted or
required under the Agreements to be made to JPMorgan
Acquisition, the Depositor, the Trustee, the Master Servicer,
American Home Servicing and the Servicer shall be made in
accordance with the terms of the Agreements and shall be sent to
the Depositor and Trustee as follows:
In the case of JPMorgan Acquisition:
J.P. Morgan Mortgage Acquisition Corp.
270 Park Avenue, 6th Floor
New York, New York 10017
Attention: Matthew Wong
Telephone: (212) 834 3850
Facsimile: (212) 834 6591
With a copy to:
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Attention: General Counsel’s Office
In the case of the Depositor:
J.P. Morgan Acceptance Corporation I
270 Park Avenue
New York, New York 10017
Attention: J.P. Morgan Mortgage Trust 2007-S3
In the case of the Trustee:
U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attention: J.P. Morgan Mortgage Trust 2007-S3
In the case of American Home Servicing:
American Home Mortgage Servicing, Inc.
4600 Regent Boulevard
Suite 200
Irving, Texas 75063
Attention: David Friedman
With a copy to:
American Home Mortgage Servicing, Inc.
538 Broadhollow Road
Melville, New York 11747
Attention: Alan B. Horn, General Counsel
Facsimile: (800) 209-7276
In the case of the Servicer:
JPMorgan Chase Bank, National Association
194 Wood Avenue South
Iselin, New Jersey 08830
Attention: Bruce J. Friedman, Manager of Contract Finance
With a copy to:
JPMorgan Chase Bank, National Assoc
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