ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment Agreement |
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Exhibit 99.4
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment"),
dated as of April 17, 2007 (the "Closing Date"), is entered into among Maia
Mortgage Finance Statutory Trust, (the "Assignee"), J.P. Morgan Mortgage
Acquisition Corp. (the "Assignor") and National City Mortgage Co., as seller and
servicer ("National" or the "Company").
RECITALS
WHEREAS the Assignor and the Company have entered into a certain Flow
Master Seller's Warranties and Servicing Agreement, dated as of February 24,
2004, as amended by that certain Amendment Reg. AB, dated as of March 1, 2006
(as amended from time to time, the "Agreement"), pursuant to which the Assignor
has acquired certain Mortgage Loans pursuant to the terms of the Agreement and
the Company has agreed to service such Mortgage Loans;
WHEREAS the Assignee has agreed, on the terms and conditions contained
herein, to purchase from the Assignor certain of the Mortgage Loans (the
"Specified Mortgage Loans") which are subject to the provisions of the Agreement
and are listed on the mortgage loan schedule attached as Exhibit I hereto (the
"Specified Mortgage Loan Schedule"), and the Assignee wishes to assume all of
Assignor's right, title and interest in and to the Specified Mortgage Loans as
provided in the Agreement; and
WHEREAS, the Assignee and the Company agree that, from and after the
Closing Date, the servicing provisions of the Agreement (as amended pursuant to
a reconstitution agreement to be entered into prior to a securitization
transaction, which reconstitution agreement shall include provisions for special
foreclosure rights, in a form similar to that entered into by the Company with
respect to the Luminent Mortgage Trust 2006-7 Mortgage Pass-Through
Certificates, Series 2006-7) shall continue to apply to the Specified Mortgage
Loans and shall govern the servicing of the Specified Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration (the receipt and sufficiency of which
are hereby acknowledged), the parties agree as follows:
1. Assignment and Assumption
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(a) On and as of the date hereof, the Assignor hereby sells, assigns and
transfers to the Assignee all of its right, title and interest in the Specified
Mortgage Loans and all rights related thereto as provided under the Agreement to
the extent relating to the Specified Mortgage Loans, the Assignee hereby accepts
such assignment from the Assignor, and the Company hereby acknowledges such
assignment and assumption.
(b) On and as of the date hereof, the Assignor represents and warrants to
the Assignee that the Assignor has not taken any action that would serve to
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impair or encumber the Assignee's ownership interests in the Specified Mortgage
Loans since the date of the Assignor's acquisition of the Specified Mortgage
Loans.
2. Recognition of Purchaser
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From and after the date hereof, both the Assignee and the Company shall
note the transfer of the Specified Mortgage Loans to the Assignee in their
respective books and records. The Company shall recognize the Assignee as the
owner of the Specified Mortgage Loans, and the Company acknowledges and agrees
that, with respect to the Specified Mortgage Loans, the Assignee is entitled to
all rights and benefits of the Assignor as the "Purchaser" under the Agreement.
The Company shall service the Specified Mortgage Loans for the benefit of the
Assignee pursuant to the Agreement, the terms of which are incorporated herein
by reference as amended hereby. It is the intention of the Company, the Assignee
and the Assignor that the Assignment shall be binding upon and inure to the
benefit of the Assignee and the Assignor and their successors and assigns.
The Specified Mortgage Loans shall be serviced pursuant to the Agreement on
a scheduled/scheduled basis. The Company and the Assignee agree that the first
remittance date on which payment will be made to the Assignee with respect to
the Specified Mortgage Loans will be April 18, 2007.
3. Accuracy of the Agreement
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The Assignor and the Company represent, warrant and covenant that the
Agreement provided to the Assignee and attached hereto as Exhibit II is a true,
complete and accurate copy of the Agreement; the Agreement is in full force and
effect as of the date hereof; and its provisions have not been waived, amended
or modified in any respect except as contemplated herein, nor has any notice of
termination been given thereunder. As of the date hereof, neither the Assignor
nor the Company is in default under the Agreement.
4. Representations and Warranties of the Assignor
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The Assignor represents, warrants and covenants that:
(a) The Assignor is a corporation duly organized, validly existing, and in
good standing under the laws of its jurisdiction of organization and has all
licenses necessary to carry on its business as now being conducted;
(b) The Assignor has corporate power and authority to enter into, execute,
and deliver this Assignment, and all documents and certificates hereunder, and
to perform its obligations in accordance herewith; the execution, delivery, and
performance of this Assignment by the Assignor and the consummation of the
transactions contemplated hereby have been duly and validly authorized; this
Assignment evidences the valid, binding, and enforceable obligation of the
Assignor; and all requisite corporate action has been taken by the Assignor to
make this Assignment valid and binding upon the Assignor in accordance with its
terms;
(c) No consent, approval, authorization, or order of any court or
governmental agency or body relating to the transactions contemplated by this
Assignment is required or, if required, such consent, approval, authorization,
or order has been or will, prior to the Closing Date, be obtained;
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(d) The consummation of the transactions contemplated by this Assignment
and the fulfillment of or compliance with the terms and conditions of this
Assignment are in the ordinary course of business of the Assignor and will not
result in the breach of any term or provision of the articles of incorp






