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EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT (this “ Assignment ”), dated as of
November 1, 2007, 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
Mortgage Trust 2007-A6 (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, as the
servicer (in such capacity, the “ Servicer ”)
and U.S. Bank National Association, as master servicer (the
“ Master Servicer ”).
RECITALS
WHEREAS JPMorgan Acquisition, PHH, as a seller
and servicer, and Bishop’s Gate, 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) of 0.25% 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 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 2007-A6
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:
JPMMT 2007-A6,
Distribution Account Number: 119735000
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: JPMMT 2007-A6
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 Mortgage Trust 2007-A6, 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
Reporting. 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 Due
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 Due
Period.
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 relate
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