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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”) and JPMorgan Chase Bank, National
Association (“ JPMCBNA ”) as successor in
interest to Chase Manhattan Mortgage Corporation (“
CMMC ”) and U.S. Bank National Association, as
master servicer (the “ Master Servicer
”).
RECITALS
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 1, 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 Chase Home Finance LLC (“ CHF LLC
”), successor by merger to CMMC (as amended or modified to
the date hereof, the “ Agreement ”), 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 JPMorgan Acquisition, CHF LLC and
JPMCBNA have entered into a certain Flow Mortgage Loan Purchase,
Warranties and Servicing Agreement, dated as of January 1, 2005,
as amended by that certain Amendment Reg AB, dated as of January
1, 2006, by and among JPMorgan Acquisition, as purchaser,
JPMCBNA, as the servicer and CHF LLC, as the seller (as amended
or modified to the date hereof, the “ January 2005
Agreement ” and together with the Agreement, the
“ Agreements ”) pursuant to which JPMorgan
Acquisition has acquired certain mortgage loans pursuant to the
terms of the January 2005 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 Agreement and are listed on the mortgage
loan schedule attached as Exhibit I hereto (the “
Specified Mortgage Loan Schedule ”);
WHEREAS, pursuant to the Agreement, JPMCBNA has
agreed to service the Specified Mortgage Loans for a 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 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 JPMCBNA 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 JPMCBNA 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, each of JPMorgan
Acquisition 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 Agreement, 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 Agreement. Accordingly,
the right of JPMorgan Acquisition to consent to any amendment of
the Agreement as set forth in Section 12.02 of the Agreement
shall be exercisable, to the extent any such amendment 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), 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 JPMCBNA 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).
4.
JPMCBNA 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
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