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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 ”), National City Mortgage Co. (“
National City ”) and U.S. Bank National
Association, as master servicer (the “ Master
Servicer ”).
RECITALS
WHEREAS JPMorgan Acquisition and National City
have entered into a certain Flow Master Seller’s
Warranties and Servicing Agreement, dated as of February 24,
2004, as amended (the “ Agreement ”),
pursuant to which JPMorgan Acquisition has acquired certain
Mortgage Loans pursuant to the terms of the Agreement and
National City 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, National
City 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 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 National City 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 National City 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, both JPMorgan
Acquisition and National City 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 National City 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 National City, 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 Sections 12.02 and 12.12, respectively,
of the Agreement shall be exercisable, to the extent any such
amendment or waiver 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), solely 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 National City 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,
enforcea
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