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AMENDMENT NO. 2 TO
FLOW MORTGAGE LOAN PURCHASE, WARRANTIES AND
SERVICING AGREEMENT
THIS AMENDMENT NO. 2 TO FLOW MORTGAGE LOAN PURCHASE, WARRANTIES
AND SERVICING AGREEMENT (the " Amendment ") is made as of
the 1st day of December, 2005 (the " Effective Date "), by
and among J.P. Morgan Mortgage Acquisition Corp., as
purchaser (the " Purchaser "), and Chase Home Finance LLC ("
CHF LLC "), successor by merger to Chase Manhattan Mortgage
Corporation (" CMMC ") as Seller (the " Seller ") and
JPMorgan Chase Bank, National Association (" JPMCBNA ") as
Servicer (the " Servicer "). The Purchaser, the Seller
and the. Servicer May be collectively referred to herein as
the " Parties ".
RECITALS
WHEREAS , Purchaser and CMMC entered into that certain Flow
Mortgage Loan Purchase, Warranties and Servicing Agreement dated as
of May 1, 2004, (which shall be referred to, together with any
amendments thereto, as the " Agreement "), pursuant to which
the Purchaser agreed to purchase from time to time and the Seller
agreed to sell from time to time certain mortgage loans, as more
fully described therein, the servicing of which is to be performed
by the Servicer, pursuant to the terms and conditions contained
therein;
WHEREAS , CHF LLC and JPMCBNA are successors and/or
assigns to CMMC with respect to all of CMMC’s right, title,
liabilities and obligations of CMMC as Seller and Servicer, as
applicable, under the Agreement;
WHEREAS , the Parties desire to amend the Agreement to
clarify the Seller and Servicer entities; and
WHEREAS , the Parties desire to amend the Agreement to
include certain types of government mortgage loans in the
definition of Mortgage Loans eligible for purchase and sale
pursuant to the Agreement and to add applicable provisions with
respect to such mortgage loans.
NOW THEREFORE , intending to be bound hereby and in
consideration of the mutual terms and conditions provided herein
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledge, the Parties agree as
follows:
Section 1. Recitals; Definitions . The
Recitals set forth above are accurate and are incorporated herein
by reference. Capitalized terms not defined herein shall have
the meanings given to such terms in the Agreement.
Section 2. Amendments . The Agreement is
hereby amended as follows, effective for all purposes as of the
Effective Date:
2.1
Section 1.01 is hereby amended by adding the following
definition after the definition of "FDIC":
FHA : The Federal Housing Administration, an agency
within the United States Department of Housing and Urban
Development, or any successor thereto and including the Federal
Housing Commissioner and the Secretary of Housing and Urban
Development where appropriate under the FHA Regulations.
2.2
Section 1.01 is further amended by adding the following
definitions after the definition of "GAAP":
GNMA : The Government National Mortgage Association, or
any successor thereto.
GNMA Guides : The GNMA Sellers’ Guide and the
GNMA Servicers’ Guide and all amendments or additions
thereto.
2.3
Section 1.01 is further amended by adding the following
definition after the definition of "Trust Fund":
VA : The United States Department of Veterans
Affairs, or any successor thereto.
2.4
Section 2.05 is hereby amended by replacing the reference to
"Fannie Mae or FHLMC" in such section with "Fannie Mae, FHLMC,
GNMA, HUD, FHA or VA".
2.5
Section 3.01 (k) is hereby amended by replacing the reference to
"Fannie Mae/FHLMC and HUD" in such section with "Fannie Mae/FHLMC,
GNMA and HUD".
2.6
Section 3.01 (k) is further amended by replacing the references
to "Fannie Mae or FHLMC" in such section with "Fannie Mae, FHLMC or
GNMA".
2.7
Section 3.02 (g) is hereby amended by replacing the reference to
"in the Fannie Mae Guides or by FHLMC" in such section with "by
Fannie Mae, FHLMC or GNMA".
2.8
Section 3.02 (g) is farther amended by replacing the reference
to
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