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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
-------------------------
(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
------------------------
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
-------------------------
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
contem
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