AMENDMENT REG AB TO FLOW MORTGAGE LOAN PURCHASE, WARRANTIES AND SERVICING AGREEMENT

EXECUTION COPY

AMENDMENT REG AB TO
FLOW MORTGAGE LOAN PURCHASE, WARRANTIES AND SERVICING AGREEMENT

This is Amendment Reg AB, dated as of January 1, 2006 (this “ Amendment ”) to the Flow Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of May I, 2004, as amended by that certain Amendment No.  1, dated as of January 1, 2005, by and among J.P.  Morgan Mortgage Acquisition Corp., Chase Home Finance, LLC and JPMorgan Chase Bank, National Association (the “Agreement”), by and among J.P.  MORGAN MORTGAGE ACQUISITION CORP., a Delaware corporation, as purchaser (the “Purchaser”), CHASE HOME FINANCE LLC, a Delaware limited liability company, as seller (“CHF” or the “ Seller ”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as servicer (the “ Servicer ”).

WHEREAS, the Seller has sold certain mortgage loans to the Purchaser pursuant to the terms of the Agreement;

WHEREAS, the Seller intends to sell and the Purchaser intends to purchase certain additional mortgage loans pursuant to the terms of the Agreement; and

WHEREAS, the parties to the Agreement desire to make the amendments to the Agreement set forth below in order to allow for the purchase of certain additional mortgage loans pursuant to the terms of the Agreement.

In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other party:

ARTICLE I
Definitions

SECTION 1.01.   Cross Reference to Definitions in Agreement.   Capitalized terms used in this Amendment and not defined herein or amended by the terms of this Amendment shall have the meaning assigned to such terms in the Agreement.

ARTICLE II
Amendments to the Agreement

SECTION 2.01.  Section 1.01 (Defined Terms) of the Agreement is hereby amended, effective as of the date hereof for Mortgage Loans purchased by the Purchaser pursuant to the Agreement prior to the date hereof or hereafter, by:

(a)

deleting in its entirety the definition of “Subservicer”; and

(b)

adding the following definitions thereto in their proper alphabetical order:

Commission: The United States Securities and Exchange Commission.

Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Qualified Correspondent: Any Person from which the Seller purchased Mortgage Loans, provided that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Seller and such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Seller, in accordance with underwriting guidelines designated by the Seller (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Seller within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Seller in origination of mortgage loans of the same type as the Mortgage Loans for the Seller’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Seller on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Seller; and (iv) the Seller employed, at the time such Mortgage Loans were acquired by the Seller, pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Seller.

Reconstitution: Any Securitization Transaction, Agency Transfer, Pass-Through Transfer or Whole Loan Transfer.

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.  §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No.  33-8518, 70 Fed.  Reg.  1,506, 1,531 (Jan.  7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Securities Act: The Securities Act of 1933, as amended.

Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

Seller Information: As defined in Section 11.05(a).

Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time with the reasonable consent of any Depositor and any other Person signing the Sarbanes Certification with respect to any securitization, for which the Seller is responsible in its capacity as servicer as identified on Exhibit N hereto.

Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.

Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans as detel mined by and under the direction or authority of the Seller or a Subservicer.

Subservicer: Any Person that services Mortgage Loans on behalf of the Seller or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Seller under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.  Any Subservicer shall meet the qualifications set forth in Section 4.01.

Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the Seller.

Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.

SECTION 2.02.  Section 4.01 (Seller to Act as Servicer) of the Agreement is hereby amended, effective as of the date hereof for Mortgage Loans purchased by the Purchaser pursuant to the Agreement prior to the date hereof or hereafter, by:

(a)

Adding “(a)” immediately prior to the first sentence of the first paragraph of such Section 4.01; and

(b)

Adding to the end of such Section 4.01 the following in its entirety:

(b)

Notwithstanding anything in this Agreement to the contrary.  the Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of Section 4.01(b)(i).  The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of Section 4.01(b)(ii).

(i)

It shall not be necessary for the Servicer to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer.  The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 6.04(a), 6.04(b), 11.03, 11.04(c) and (e), and 11.05 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 11.04(d) and (f) of this Agreement.  The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 6.04(a), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 6.04(b) and any back-up certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 6.04(b) as and when required to be delivered.

(ii)

It shall not be necessary for the Servicer to seek the consent of
the Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor.  The Servicer shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description of (i) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph.

As a condition to the utilization of any Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.04(b) and 11.05 of this Agreement to the same extent as if such Subcontractor were the Servicer.  The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 6.04(b), in each case as and when required to be delivered.

SECTION 2.03.  Section 6.04 (Annual Statement as to Compliance) of the Agreement is hereby amended, effective as of the date hereof for Mortgage Loans purchased by the Purchaser pursuant to the Agreement prior to the date hereof or hereafter, by deleting such Section 6.04 in its entirety and replacing it with the following:

Section 6.04 Annual Statement as to Compliance

(a)

On or before March I of each calendar year, commencing in 2007, the Servicer shall deliver to the Purchaser, any Master Servicer and any Depositor a statement of compliance addressed to the Purchaser, any Master Servicer and such Depositor and signed by an authorized officer of the Servicer, to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement and any applicable Reconstitution Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement and any applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.

(b)

On or before March 1 of each calendar year, commencing in 2007, the Servicer shall:

(i)

deliver to the Purchaser, any Master Servicer and any Depositor a report regarding the
Servieer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit M hereto delivered to the Purchaser concurrently with the execution of this Agreement;

(ii)

deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii)

cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.01(b)(ii) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (b) and (c) of this Section; and

(iv)

deliver (and cause each Subservicer and Subcontractor described in clause (iii) above to deliver) to the Purchaser, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a back-up certification signed by the appropriate officer of the Seller in the form attached hereto as Exhibit L.

The Servicer acknowledges that the parties identified in clause (b)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  None of the Purchaser, any Depositor or any Master Servicer will request delivery of a certification under clause (b)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans.

(c)

Each assessment of compliance provided by a Subservicer pursuant to Section 6.04(b)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit N hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment.  An assessment of compliance provided by a Subcontractor pursuant to Section 6.04(b)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 4.01(b).

(d)

It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 6.04, and shall be entitled independently to enforce the provisions of this Section 6.04 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.

SECTION 2.04 Section 6.07 (Annual Officer’s Certificate) of the Agreement shall be deleted in its entirety.

SECTION 2.05 The following sections shall be inserted in their entirety immediately following Section 11.01 of the Agreement:

Section 11.02.   Intent of the Parties; Reasonableness.

The parties hereto acknowledge and agree that the purpose of Sections 4.01(b), 6.04 and 11.02 through 11.05 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser, any Master Servicer or any Depositor provide comparable disclosure in unregistered offerings.  References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings.

Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with any Securitization Transaction where the Seller is an originator of the related Mortgage Loans, the Seller agrees to cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any statements, reports, certifications, records and any other information necessary in the good faith determination of the Seller, any Master Servicer and the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Seller and the Purchaser or any Depositor to be necessary in order to effect such compliance.

The Purchaser (including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s reasonable judgment, to comply with Regulation AB.  The parties hereto acknowledge and agree that, in connection with a Securitization Transaction, (i) no party shall file with the Commission any report contemplated by Item 1122 of Regulation AB with respect to the Seller, the Servicer, any Subservicer or any Subcontractor if such entity’s activities relate to five percent (5%) or less of the asset pool of such Securitization Transaction, and (ii) no party shall file with the Commission any servicer compliance statement contemplated by Item 1123 of Regulation AB with respect to the Seller, the Servicer, any Subservicer or any Subcontractor if such entity’s activities relate to less than ten percent (10%) of the asset pool of such Securitization Transaction.

Section 11.03.   Additional Representations and Warranties of the Seller.

(a)

In connection with any Securitization Transaction where the Seller is an originator of the related Mortgage Loans, the Seller shall be deemed to represent to the Purchaser, to any Master Servicer and to any Depositor, as of the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 11.04 that, except as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the Seller has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Seller as servicer has been disclosed or reported by the Seller; (iv) no material changes to the Seller’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Seller’s financial condition that could have a material adverse effect on the performance by the Seller of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller or any Subservicer; and (vii) there are no affiliations, relationships or transactions relating to the Seller or any Subservicer with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

(b)

If so requested by the Purchaser, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 11.04, the Seller shall use its best efforts to confirm in writing within five (5) Business Days following such request, but in no event later than ten (10) Business Days following such request, the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.

Section 11.04.   Information to Be Provided by the Seller.

In connection with any Securitization Transaction where the Seller is an originator of the related Mortgage Loans, the Seller shall (i) use its best efforts to provide within five (5) Business Days following request by the Purchaser or any Depositor, but in no event later than ten (10) Business Days following such request, to the Purchaser and such Depositor (or, as applicable, request that each Third-Party Originator and each Subservicer provide), in form and substance which is

compliant with the requirements of Regulation AB, the information and materials specified in paragraphs (a), (b), (c), (fj and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Seller, provide to the Purchaser and any Depositor (in form and substance which is compliant with the requirements of Regulation AB) the information specified in paragraph (d) of this Section; provided, the parties hereto agree to negotiate in good faith from time to time in order to determine the disclosures, deliveries or notifications to be provided pursuant to paragraphs (a), (b), (c), (d), (f) and (g).

(a)

In connection with any Securitization Transaction where the Seller is an originator of the related Mortgage Loans, if so requested by the Purchaser, any Master Servicer or any Depositor, and agreed to by the Seller, the Seller shall provide such information regarding (i) the Seller, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, and (iii) as applicable, each Subservicer, as reasonably determined by the Purchaser and any Depositor to be required for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1 119 of Regulation AB.  Such information shall include, at a minimum:

(A)

the originator’s form of organization;

(B)

a description of the originator’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator’s experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator’s origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators’ credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request and agreed to by the Seller and reasonably determined by the Purchaser and any Depositor to be required for the purpose of compliance with Item 1110(b)(2) of Regulation AB;

(C)

a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Seller, each Third-Party Originator and each Subservicer; and

(D)

a description of any affiliation or relationship between the Seller, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Seller by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:

(1)

the sponsor;

(2)

the depositor;

(3)

the issuing entity;

(4)

any servicer;

(5)

any trustee;

(6)

any originator;

(7)

any significant obligor;

(8)

any enhancement or support provider; and

(9)

any other material transaction party.

(b)

In connection with any Securitization Transaction where the Seller is an originator of the related Mortgage Loans, if so requested by the Purchaser or any Depositor, the Seller shall provide (or, as applicable, request that each Third-Party Originator provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Seller, if the Seller is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), andlor (ii) each Third-Party Originator.  Such Static Pool Information shall be prepared by the Seller (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation AB.  To the extent that there is reasonably available to the Seller (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph.  The content of such Static Pool Information may be in the form customarily provided by the Seller, and need not be customized for the Purchaser or any Depositor.  Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage origination year or prior securitized pool.  The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference.  The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.

Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph), the Seller shall provide corrected Static Pool Information to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Infoiination was previously provided to such party by the Seller.

In connection with any Securitization Transaction where the Seller is an originator of the related Mortgage Loans, if so requested by the Purchaser or any Depositor, the Seller shall provide (or, as applicable, request that each Third-Party Originator provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Agreement), such agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Seller’s or Third-Party Originator’s originations or purchases, to calendar months commencing January 1, 2006, as the Purcha