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
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