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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 ”), 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 June 1, 2004, as amended by
that certain Amendment No. 1, dated as of June 1, 2005, and as
further amended by reference herein 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 “ June 2004 Agreement
”), pursuant to which JPMorgan Acquisition has acquired
certain Mortgage Loans pursuant to the terms of the June 2004
Agreement and CHF LLC and JPMCBNA have 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 CHF LLC, successor by merger to CMMC (as amended
or modified to the date hereof, the “ January 2004
Agreement ” and together with the Agreement and the
June 2004 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-S3
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-S3,
Distribution
Account Number: 53166400
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-S3
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-S3 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-S3,” 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 definition of “Eligible
Accounts” is hereby deleted and replaced in its entirety
by:
Eligible Account: An account that is (i) maintained with a
depository institution the long-term unsecured debt obligations of
which are rated by each Rating Agency in one of its two highest
rating categories or (ii) maintained with the corporate trust
department of a national bank or banking corporation which (a) has
a rating of at least Baa3 or P-3 by Moody’s and (b) is either
Chase or is the corporate trust department of a national bank or
banking corporation which has a rating of at least A-1 by S&P
or F1 by Fitch Ratings, or (iii) a segregated trust account, or
(iv) a segregated trust account or accounts in a depository
institution in which such accounts are also insured by the FDIC (to
the limit established by the FDIC), the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an
Opinion of Counsel delivered to and acceptable to the Trustee and
each Rating Agency, the Certificate holders have a claim with
respect to the funds in such account and a perfected first security
interest against any collateral (which shall be limited to Eligible
Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution with
which such account is maintained, provided, however, that such
uninsured deposits do not result in the reduction of the ratings
assigned to the Certificates by the Rating Agencies as evidenced by
a letter from each Rating Agency or (v) otherwise acceptable to
each Rating Agency without reduction or withdrawal of the rating of
any Class of Certificates, as evidenced by a letter from each
Rating Agency.
(b)
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) be, in the reasonable determination of
the Purchaser, of the same type, quality and character
(including location of the Mortgaged Property) as the removed
Mortgage Loan as if the breach had not occurred, (e) have a
Loan-to-Value Ratio at substitution no greater than that of the
removed Mortgage Loan at substitution, (f) have a Gross Margin
not less than that of the removed Mortgage Loan, (g) have the
same Periodic Rate Cap as that of the removed Mortgage Loan; (h)
have a minimum rate not less than that of the removed Mortgage
Loan, (i) not permit conversion of the related Mortgage Interest
Rate to a permanent fixed Mortgage Interest Rate, (j) have the
same Index as that of the removed Mortgage Loan, (k) be, in
the reasonable determination of the Purchaser, in material
compliance with the representations and warranties contained in
this Agreements and described in Section 3.02 as of the
date of substitution, (l) have not been more than thirty
(30) days delinquent on more than one occasion during the
previous twelve (12) months, and (m) have payment terms that do
not vary in any material respect from those of the removed
Mortgage Loan.”
(b)
Notwithstanding any provision in the Agreements
to the contrary, the parties to the Agreements hereby agree that
the Servicer’s obligation as to payment of any Prepayment
Interest Shortfall Amount with respect to any Mortgage Pool (as
defined in the Pooling and Servicing Agreement) shall be limited
to the aggregate Servicing Fee for the Specified Mortgage Loans
in such Mortgage Pool.
9.
Indemnification by Master Servicer
The Master Servicer shall indemnify and hold
harmless JPMCBNA 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
JPMCBNA and its affiliates,
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