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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 worth of not less than
$50,000,000;
(iii)
Such successor servicer must execute and d
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