AMENDMENT NO. 1 TO
FLOW MORTGAGE LOAN PURCHASE, WARRANTIES AND
SERVICING AGREEMENT
THIS AMENDMENT NO. 1 TO FLOW MORTGAGE
LOAN PURCHASE, WARRANTIES AND SERVICING AGREEMENT
(the “ Amendment ”) is
made as of the 1st day of January, 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 CHF LLC and/ or JPMorgan Chase Bank, National Association
(“ JPMCBNA ”) as Servicer (CHF LLC and JPMCBNA
shall be individually and collectively referred to as the “
Servicer ”, as applicable). 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 , the Parties desire to amend the Agreement to
clarify the Seller and Servicer entities following an internal
corporate reorganization including CHF LLC, CMMC and
JPMCBNA;
WHEREAS , CHF LLC and JPMCBNA are successors and/or assigns
to CMMC with respect to all of CMMC’s right title, interest,
liabilities and obligations of CMMC as Seller and Servicer, as
applicable, under the Agreement; and
WHEREAS , the Parties further desire to amend the Agreement
to revise the provision addressing resignation and assignment by
the Servicer.
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. Seller, Servicer
Entities . From and after the Effective Date, the Seller
applicable to purchases and sales under the Agreement shall be
Chase Home Finance LLC, a limited liability company organized and
existing under the laws of the State of Delaware and the Servicer
applicable to purchases, sales and servicing rights and
responsibilities under the Agreement shall be Chase Home Finance
LLC and/or JPMorgan Chase Bank, National Association, a national
banking association organized and existing under the laws of the
United States of America. The Mortgage Loan Schedule
applicable to all such loans purchased, sold and/or servicing
pursuant to the Agreement following the Effective Date shall
identify thereon the identity of the Servicer and such entity shall
be entitled to and responsible for any and all rights, duties,
obligations, liabilities, covenants and agreements of the Servicer,
as applicable, under the Agreement.
Section 3. Resignation and
Assignment by the Servicer . The Agreement is further
amended by deleting in its entirety Section 8.05 thereof and
replacing it with the following:
8.05. Resignation and
Assignment by the Servicer
The Servicer shall have the right to
assign this Agreement or the servicing hereunder or (a successor
servicer shall be referred to herein as a “successor
servicer”) its rights or duties hereunder or any portion
hereof provided that the ability of the Servicer to assign its
rights and delegate its duties under this Agreement to a successor
servicer (a) shall not result in a reduction or withdrawal of the
then-current ratings on any certificates issued in connection with
a Pass-Through Transfer or an Agency Transfer, as defined in
Section 11.01 hereof, and (b) shall satisfy the following
conditions:
(i)
Such successor servicer must be qualified
to service loans for Ginnie Mae, Fannie Mae or Freddie Mac, and
must be an Approved Mortgagee and a Approved Lender and an Approved
Lender, in each case in good standing with the applicable
agency;
(ii)
Such successor servicer must have a net
wor
