SUNSET FINANCIAL RESOURCES INC
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>d16708exv10w7.txt
<DESCRIPTION>ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.7

                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

      THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment"),
dated as of June 1, 2004, is entered into among J.P. Morgan Acceptance
Corporation I, a Delaware corporation (the "Depositor"), Wachovia Bank, National
Association, as trustee (the "Trustee") of J.P. Morgan Mortgage Trust 2004-A3
(the "Trust"), Sunset Financial Resources, Inc., a Maryland corporation
("Sunset"), and Greenpoint Mortgage Funding, Inc. ("Greenpoint").

                                    RECITALS

      WHEREAS Greenpoint, as seller and as servicer, and Morgan Stanley Mortgage
Capital Inc., as purchaser ("Morgan Stanley") entered into a certain Mortgage
Loan Sale and Servicing Agreement, dated as of September 1, 2003 (the
"Agreement"), pursuant to which Morgan Stanley acquired certain mortgage loans
(the "Mortgage Loans") pursuant to the terms of the Agreement and Greenpoint
agreed to service such Mortgage Loans;

      WHEREAS, pursuant to an Assignment, Assumption and Recognition Agreement
dated March 30, 2004 relating to the Agreement, Sunset acquired from Morgan
Stanley all of Morgan Stanley's right, title and interest in certain of the
Mortgage Loans (the "Sunset Mortgage Loans") and Greenpoint agreed to service
such Sunset Mortgage Loans pursuant to the Agreement.

      WHEREAS the Depositor has agreed, on the terms and conditions contained
herein, to purchase from Sunset certain of the Sunset 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

      WHEREAS the Trustee, on behalf of the Trust, has agreed, on the terms and
conditions contained herein, to purchase from the Depositor 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, Sunset hereby sells, assigns and
transfers to the Depositor all of its right, title and interest in the Specified
Mortgage Loans and all rights and obligations related thereto as provided under
the Agreement to the extent relating to the Specified Mortgage Loans (without
recourse or warranty except as otherwise specifically provided herein), the
Depositor hereby accepts such assignment from Sunset (the "First Assignment and
Assumption"), and Greenpoint hereby acknowledges the First Assignment and
Assumption.

            Sunset specifically reserves and does not assign to the Depositor
hereunder any and all right, title and interest in, to and under and all
obligations of Sunset with respect to any Sunset Mortgage Loans subject to the
Agreement which are not the Specified Mortgage Loans.

      (b) On and as of the date hereof, immediately after giving effect to the
First Assignment and Assumption, the Depositor hereby sells, assigns and
transfers to the Trustee, on behalf of the Trust, all of its right, title and
interest in the Specified Mortgage Loans and all rights and obligations related
thereto as provided under the Agreement to the extent relating to the Specified
Mortgage Loans, and the Trustee, on

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behalf of the Trust, hereby accepts such assignment from the Depositor (the
"Second Assignment and Assumption"), and Greenpoint hereby acknowledges the
Second Assignment and Assumption.

      (c) On and as of the date hereof, Sunset represents and warrants to the
Depositor and the Trustee that Sunset has not taken any action that would serve
to impair or encumber the respective ownership interests of the Depositor and
the Trustee in the Specified Mortgage Loans since the date of Sunset's
acquisition of the Specified Mortgage Loans.

      2. Recognition of Trustee

      (a) From and after the date hereof, both Sunset and Greenpoint shall note
the transfer of the Specified Mortgage Loans to the Trustee, in their respective
books and records and shall recognize the Trustee, on behalf of the Trust, as of
the date hereof, as the owner of the Specified Mortgage Loans, and Greenpoint
shall service the Specified Mortgage Loans for the benefit of the Trust pursuant
to the Agreement, the terms of which are incorporated herein by reference. It is
the intention of Greenpoint, the Depositor, the Trustee and Sunset that this
Assignment shall be binding upon and inure to the benefit of the Depositor, the
Trustee and Sunset and their respective successors and assigns.

      (b) Without in any way limiting the foregoing, the parties confirm that
this Assignment includes the rights relating to amendments and waivers under the
Agreement. Accordingly, the right of Sunset to consent to any amendment of the
Agreement and its rights concerning waivers as set forth in Sections 28 and 24,
respectively, of the Agreement shall be exercisable, to the extent any such
amendment or waiver affects the Specified Mortgage Loans or any of the rights or
obligations under the Agreement with respect thereto (including, without
limitation, the servicing of the Specified Mortgage Loans), by the Trustee as
assignee of Sunset.

      3. Representations and Warranties

      (a) The Depositor represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the transactions contemplated
hereby, and that it has not relied in connection therewith upon any statements
or representations of Greenpoint or Sunset other than those contained in the
Agreement or this Assignment.

      (b) Each of the parties hereto represents and warrants that it is duly and
legally authorized to enter into this Assignment.

      (c) Each of the parties hereto represents and warrants that this
Assignment has been duly authorized, executed and delivered by it and (assuming
due authorization, execution and delivery thereof by each of the other parties
hereto) constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).

      (d) Greenpoint hereby restates, as of the Closing Date (as defined in the
Pooling and Servicing Agreement referred to below), the representations and
warranties contained in Subsections 7.01 and 7.02 of the Agreement, with respect
to each of the Specified Mortgage Loans that were sold by it under the
Agreement, to and for the benefit of the Depositor, the Trustee and the Trust,
and by this reference incorporates such representations and warranties herein,
as of such Closing Date.

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      4. Greenpoint hereby acknowledges that Wells Fargo Bank, N.A. has been
appointed as the master servicer (the "Master Servicer") of the Specified
Mortgage Loans pursuant to the pooling and servicing agreement dated as of the
date hereof among the Depositor, the Master Servicer, the Securities
Administrator and the Trustee (the "Pooling and Servicing Agreement") for
Mortgage Pass-Through Certificates, Series 2004-A3 and, therefore, has the right
to enforce all obligations of Greenpoint under the Agreement with respect to the
Specified Mortgage Loans. Such rights will include, without limitation, the
right to terminate Greenpoint under the Agreement with respect to the Specified
Mortgage Loans upon the occurrence of an event of default thereunder, the right
to receive all remittances required to be made by Greenpoint under the Agreement
with respect to the Specified Mortgage Loans, the right to receive all monthly
reports and other data required to be delivered by Greenpoint under the
Agreement with respect to the Specified Mortgage Loans, the right to examine the
books and records of Greenpoint, indemnification rights and the right to
exercise certain rights of consent and approval relating to actions taken by
Sunset with respect to the Specified Mortgage Loans. Greenpoint shall make all
distributions under the Agreement to the Master Servicer by wire transfer of
immediately available funds to:

                  Wells Fargo Bank, N.A.
                  ABA Number: 121-000-248
                  Account Name: SAS Clearing
                  Account number: 3970771416
                  For further credit to:  J.P. Morgan Mortgage Trust 2004-A3,
                                          Distribution Account Number: 18172300

      Greenpoint shall deliver all reports required to be delivered under the
Agreement to the Master Servicer at the following address:

                  Wells Fargo Bank, N.A.
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: Client Manager
                  Telecopier: (410) 715-2380

      5. Establishment of Custodial Account

      The Servicer shall establish and maintain a separate Custodial Account in
the name of the Trustee, in trust for J.P. Morgan Mortgage Trust 2004-A3, for
all funds collected and received on the Specified Mortgage Loans.

      6. Amendments to the Agreement

      The parties to this Assignment hereby agree to amend the Agreement as
follows:

      (a) The definition of "Qualified Substitute Mortgage Loan" is hereby
amended solely with respect to the Specified Mortgage Loans by inserting the
following:

      "(ix) have a Stated Principal Balance, after deduction of the principal
      portion of the Monthly Payment due in the month of substitution, not in
      excess of, and not more than 10% less than, the Stated Principal Balance
      of the Deleted Mortgage Loan; (x) have a gross margin not less than that
      of the Deleted Mortgage Loan; (xi) have a Loan-to-Value Ratio no higher
      than that of the Deleted Mortgage Loan; (xii) have the same Interest Rate
      Adjustment Date as that of the Deleted Mortgage Loan; (xiii) not permit
      conversion of the related Mortgage Interest Rate to a permanent fixed
      Mortgage Rate; and (xiv) shall be accompanied by an Opinion of Counsel
      that such

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      Qualified Substitute Mortgage Loan would not adversely affect the REMIC
      status of any REMIC created under the Pooling and Servicing Agreement or
      would not otherwise be prohibited by the Pooling and Servicing Agreement."

      (b) With respect to the Specified Mortgage Loans, "Eligible Investments"
shall have the meaning of "Permitted Investments" as defined in the Pooling and
Servicing Agreement.

      (c) Section 1 is hereby amended by inserting the following new definition:

      "Rating Agency": Each of Standard & Poor's, a division of The McGraw-Hill
      Companies, Inc., Fitch Ratings and Moody's Investor Services, Inc., as
      applicable.

      (d) Notwithstanding any provision in the Agreement to the contrary, the
parties to the Agreement hereby agree that, in connection with any prepayments
of the Specified Mortgage Loans in a Mortgage Pool (as defined in the Pooling
and Servicing Agreement), the Servicer shall contribute from its own funds, to
the extent that such contributions do not exceed the aggregate Servicing Fees
for the Specified Mortgage Loans in such Mortgage Pool, any shortfall in the
interest component thereof such that one month's interest shall be deposited to
the Custodial Account as defined in the Agreement.

      (e) Subsection 11.04(i) of the Agreement is hereby amended and restated in
its entirety as follows:

      "(i) with respect to each Principal Prepayment, an amount (to be paid by
      the Servicer out of its own funds) which, when added to all amounts
      allocable to interest received in connection with the Principal
      Prepayment, equals one month's interest on the amount of principal so
      prepaid for the month of prepayment at the applicable Mortgage Loan
      Remittance Rate; provided, however, that the Servicer's aggregate
      obligations under this paragraph for any month shall be limited to the
      total amount of Servicing Fees actually received with respect to the
      Mortgage Loans by the Servicer during such month."

      (f) The fifth paragraph of Subsection 11.12 of the Agreement is hereby
amended and restated in its entirety as follows:

      "With respect to any REO Property, the deed or certificate of sale shall
      be taken in the name of the Purchaser, or its designee. The Trustee's name
      shall be placed on the title to such REO Property solely as the Trustee
      hereunder and not in its individual capacity. The Servicer shall ensure
      that the title to such REO Property references the Agreement and the
      Purchaser's (or its designee's) capacity thereunder. Pursuant to its
      efforts to sell such REO Property, the Servicer shall either itself or
      through an agent selected by the Servicer protect and conserve such REO
      Property in the same manner and to such extent as is customary in the
      locality where such REO Property is located and may, incident to its
      conservation and protection of the interests of the Purchaser, or its
      designee, rent the same, or any part thereof, as the Servicer deems to be
      in the best interest of the Purchaser, or its designee, for the period
      prior to the sale of such REO Property. The Servicer shall prepare for and
      deliver to the Purchaser, or its designee, a statement with respect to
      each REO Property that has been rented showing the aggregate rental income
      received and all expenses incurred in connection with the maintenance of
      such REO Property at such times as is necessary to enable the Purchaser,
      or its designee, to comply with the reporting requirements of the REMIC
      Provisions. The net monthly rental income, if any, from such REO Property
      shall be deposited in the Certificate Account no later than the close of
      business on each Determination Date. The Servicer shall perform the tax
      reporting and withholding required by Sections 1445 and 6050J of the Code
      with respect to foreclosures and abandonments, the tax

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      reporting required by Section 6050H of the Code with respect to the
      receipt of mortgage interest from individuals and any tax reporting
      required by Section 6050P of the Code with respect to the cancellation of
      indebtedness by certain financial entities, by preparing such tax and
      information returns as may be required, in the form required, and
      delivering the same to the Purchaser, or its designee, for filing.

      In the event that the Purchaser, or its designee, acquires any Mortgaged
      Property as aforesaid or otherwise in connection with a default or
      imminent default on a Mortgage Loan, the Servicer shall dispose of such
      Mortgaged Property as soon as practicable in a manner that maximizes the
      Liquidation Proceeds thereof, but in no event later than three years after
      its acquisition by the Purchaser, or its designee. In that event, the
      Purchaser, or its designee, shall have been supplied with an Opinion of
      Counsel to the effect that the holding by the Purchaser, or its designee,
      of such Mortgaged Property subsequent to a three-year period, if
      applicable, will not result in the imposition of taxes on "prohibited
      transactions" of any REMIC as defined in section 860F of the Code or cause
      any REMIC to fail to qualify as a REMIC at any time, the Purchaser, or its
      designee, may continue to hold such Mortgaged Property (subject to any
      conditions contained in such Opinion of Counsel) after the expiration of
      such three-year period. Notwithstanding any other provision of this
      Agreement, no Mortgaged Property acquired by the Purchaser, or its
      designee, shall be rented (or allowed to continue to be rented) or
      otherwise used for the production of income by or on behalf of the
      Purchaser, or its designee, in such a manner or pursuant to any terms that
      would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
      property" within the meaning of section 860G(a)(8) of the Code or (ii)
      subject any REMIC to the imposition of any federal, state or local income
      taxes on the income earned from such Mortgaged Property under Section
      860G(c) of the Code or otherwise, unless the Servicer has agreed to
      indemnify and hold harmless the Purchaser, or its designee, with respect
      to the imposition of any such taxes."

      (g) The first sentence of Subsection 11.15 of the Agreement is hereby
amended and restated in its entirety as follows:

      "Statements to the Purchaser. Not later than the 10th calendar day of each
      month (or, if such 10th day is not a Business Day, the following Business
      Day), the Servicer shall forward to the Master Servicer in hard copy and
      electronic format a statement, certified by a Servicing Officer, setting
      forth (a) the amount of the distribution made on such Remittance Date
      which is allocable to principal and allocable to interest; (b) the amount
      of servicing compensation received by the Servicer during the prior
      calendar month; (c) the aggregate Stated Principal Balance and the
      aggregate unpaid principal balance of the Mortgage Loans as of the last
      day of the preceding month; and (d) the paid through date for each
      Mortgage Loan. Such statement shall also include information regarding
      delinquencies on Mortgage Loans, indicating the number and aggregate
      principal amount of Mortgage' Loans which are either one (1), two (2) or
      three (3) or more months delinquent and the book value of any REO
      Property, or such other mortgage loan level data as agreed upon by the
      Servicer and the Master Servicer, and monthly reports substantially in the
      form of Exhibit 9 attached hereto."

      (h) Subsection 11.19 of the Agreement is hereby amended and restated in
its entirety as follows:

      "Annual Statement as to Compliance. (a) The Servicer shall deliver to the
      Purchaser and the Master Servicer, on or before March 1st each year
      beginning March 1, 2004, an Officer's Certificate stating that (i) a
      review of the activities of the Servicer during the preceding calendar
      year and if performance under this Agreement has been made under such
      officer's supervision,

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and (ii) to the best of such officer's knowledge, based on such review, the
Servicer has fulfilled all its obligations under this Agreement throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and the action being taken by the Servicer to cure such default.

(b) For so long as the Mortgage Loans are being master serviced by a master
servicer in a securitization transaction (the "Master Servicer"), by the later
of March 1 or 30 days prior to the date on which the Form 10-K is required to be
filed with the SEC of each year (or if not a Business Day, the immediately
preceding Business Day), an officer of the Servicer shall execute and deliver an
Officer's Certificate to the Master Servicer for the benefit of such Master
Servicer and its officers, directors and affiliates, certifying as to the
following matters:

      (i) Based on my knowledge, the information in the Annual Statement of
      Compliance, the Annual Independent Public Accountant's Servicing Report
      and all servicing reports, officer's certificates and other information
      relating to the servicing of the Mortgage Loans submitted to the Master
      Servicer taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading as of the date of this certification;

      (ii) Based on my knowledge, the servicing information required to be
      provided to the Master Servicer by the Servicer under this Servicing
      Agreement has been provided to the Master Servicer;

      (iii) I am responsible for reviewing the activities performed by the
      Servicer under the Servicing Agreement and based upon the review required
      by this Servicing Agreement, and except as disclosed in the Annual
      Statement of Compliance and the Annual Independent Public Accountant's
      Servicing Report submitted to the Master Servicer, the Servicer has, as of
      the date of this certification fulfilled its obligations under this
      Servicing Agreement; and

      (iv) I have disclosed to the Master Servicer all significant deficiencies
      relating to the Servicer's compliance with the minimum servicing standards
      in accordance with a review conducted in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar standard as set
      forth in the Servicing Agreement.

(c) The Servicer shall indemnify and hold harmless the Master Servicer and its
officers, directors, agents and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach by
the Servicer or any of its officers, directors, agents or affiliates of its
obligations under this Section 11.19 or the negligence, bad faith or willful
misconduct of the Servicer in connection therewith. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the Master
Servicer, then the Servicer agrees that it shall contribute to the amount paid
or payable by the Master Servicer as a result of the losses, claims, damages or
liabilities of the Master Servicer in such proportion as is appropriate to
reflect the relative fault of the Master Servicer on the one hand and the
Servicer on the other in connection with a breach of the Servicer's obligations
under this Section 11.19 or the Servicer's negligence, bad faith or willful
misconduct in connection therewith."

      (i) Subsection 11.20 of the Agreement is hereby amended and restated in
its entirety as follows:

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      "Annual Independent Public Accountants' Servicing Report. On or before
      March 1st of each year beginning March 1, 2004, the Servicer at its
      expense shall cause a firm of independent public accountants which is a
      member of the American Institute of Certified Public Accountants to
      furnish a statement to the Purchaser and the Master Servicer to the effect
      that such firm has, with respect to the Servicer's overall servicing
      operations, examined such operations in accordance with the requirements
      of the Uniform Single Attestation Program for Mortgage Bankers, stating
      such firm's conclusions relating thereto."

      (j) The word "or" is deleted from the end of Subsection 13.01(d), the word
"or" is added at the end of Subsection 13.01(e) and the following paragraph is
hereby incorporated into the Agreement as new Subsection 13.01(f):

      "(f) failure by the Servicer to duly perform, within the required time
      period, its obligations under Subsections 11.19 or 11.20 which failure
      continues unremedied for a period of fifteen (15) days after the date on
      which written notice of such failure, requiring the same to be remedied,
      shall have been given to the Servicer by any party to this Agreement or by
      any master servicer responsible for master servicing the Mortgage Loans
      pursuant to a securitization of such Mortgage Loans;"

      (k) The following paragraph is hereby incorporated into the Agreement as
      new Section 34:

      "Third Party Beneficiary. For purposes of this Agreement, including but
      not limited to Subsection 11.20, any Master Servicer shall be considered a
      third party beneficiary to this Agreement entitled to all the rights and
      benefits accruing to any Master Servicer herein as if it were a direct
      party to this Agreement."

      (l) Exhibit 9 to the Agreement is hereby replaced in its entirety with the
Amended and Restated Exhibit 9 attached to this Assignment as Exhibit II.

      (m) Exhibit 16 to the Agreement is hereby deleted in its entirety.

      (n) The second and third sentences of Subsection 11.04 are hereby deleted
and replaced with the following:

      "Such Custodial Account shall be (i) an account or accounts maintained
      with a federal or state chartered depository institution or trust company
      the long-term unsecured debt obligations of which are rated by each Rating
      Agency in one of its two highest rating categories or the short-term
      unsecured debt obligations of which have the highest short-term ratings of
      each Rating Agency at the time any amounts are held on deposit therein, or
      (ii) an account or accounts in a depository institution or trust company
      in which such accounts are insured by the FDIC or the SAIF (to the limits
      established by the FDIC or the SAIF) and the uninsured deposits in which
      accounts are otherwise secured such that, as evidenced by an Opinion of
      Counsel delivered to the Trustee and to each Rating Agency, the
      Certificateholders have a claim with respect to the funds in such account
      or a perfected first priority security interest against any collateral
      (which shall be limited to Eligible Investments) securing such funds that
      is superior to claims of any other depositors or creditors of the
      depository institution or trust company in which such account is
      maintained, or (iii) a trust account or accounts maintained with the trust
      department of a federal or state chartered depository institution or trust
      company which is subject to regulations regarding fiduciary funds on
      deposit similar to Title 12 of the U.S. Code of Federal Regulation Section
      9.10(b) and which has corporate trust powers and is acting in its
      fiduciary capacity, or (iv) any

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      other account acceptable to each Rating Agency, as evidenced by a signed
      writing delivered by each Rating Agency."

      7. Indemnification by Master Servicer

      The Master Servicer shall indemnify and hold harmless Greenpoint and its
affiliates, and in each case, its officers, directors and agents from and
against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach by the Master Servicer or any of its officers, directors,
agents or affiliates of its obligations in connection with the preparation,
filing and certification of any Form 10-K pursuant to the Pooling and Servicing
Agreement or the negligence, bad faith or willful misconduct of the Master
Servicer in connection therewith. In addition, the Master Servicer shall
indemnify and hold harmless Greenpoint and its affiliates, and in each case, its
officers, directors and agents from and against any losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments and other
costs and expenses arising out of or based upon a breach by any Servicer (as
defined in the Pooling and Servicing Agreement), other than Greenpoint, of its
obligations in connection with any back-up certification (or any other back-up
documents) to any certification of any Form 10-K required to be provided by the
Master Servicer, but solely to the extent the Master Servicer receives amounts
from such Servicer in connection with any indemnification provided by such
Servicer (in each case as defined in the Pooling and Servicing Agreement) to the
Master Servicer.

      8. Continuing Effect

      Except as contemplated hereby, the Agreement shall remain in full force
and effect in accordance with its terms.

      9. Governing Law

      This Assignment and the rights and obligations hereunder shall be governed
by and construed in accordance with the internal laws of the State of New York.

      10. Notices

      Any notices or other communications permitted or required under the
Agreement to be made to the Depositor and the Trustee shall be made in
accordance with the terms of the Agreement and shall be sent to the Depositor
and Trustee as follows:

      In the case of Sunset:

                  Sunset Financial Resources, Inc.
                  10245 Centurion Parkway North
                  Suite 305
                  Jacksonville, Florida  32256
                  Attention: Byron Boston
                  Telephone: 904-425-4351
                  Facsimile:  904-425-4755

      In the case of the Depositor:

                  J.P. Morgan Acceptance Corporation I
                  270 Park Avenue

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                  New York, New York 10017
                  Attention: J.P. Morgan Mortgage Trust 2004-A3

      In the case of the Trustee:

                  Wachovia Bank, National Association
                  401 South Tryon Street
                  Charlotte, North Carolina 28288-1179
                  Attention:  Structured Finance Trust Services,
                  J.P. Morgan Mortgage Trust 2004-A3

      In the case of Greenpoint:

                  Greenpoint Mortgage Funding, Inc.
                  100 Wood Hollow Drive
                  Novato, CA 94945

or to such other address as may hereafter be furnished by the Depositor and the
Trustee to the parties in accordance with the provisions of the Agreement.

      11. Ratification

      Except as modified and expressly amended by this Assignment, the Agreement
is in all respects ratified and confirmed, and all terms, provisions and
conditions thereof shall be and remain in full force and effect.

      12. Counterparts

      This Assignment may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.

      13. Definitions

      Any capitalized term used but not defined in this Assignment has the same
meaning as in the Agreement.

                            [SIGNATURE PAGE FOLLOWS]

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      IN WITNESS WHEREOF, the parties hereto have executed this Assignment the
day and year first above written.

                                        SUNSET FINANCIAL RESOURCES, INC.

                                        By: /s/ Thomas G. Manuel
                                            --------------------
                                            Name: Thomas G. Manuel
                                            Title: EVP

                                        J.P. MORGAN ACCEPTANCE CORPORATION I

                                        By: /s/ Jonathan Davis
                                            ------------------------------
                                            Name: Jonathan Davis
                                            Title: Vice President

                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION, as Trustee of J.P. Morgan
                                        Mortgage Trust 2004-A3

                                        By: /s/ Stephanie J. Aronovitch
                                            ---------------------------
                                            Name: Stephanie J. Arnovitch
                                            Title: Assistant Vice President

                                        GREENPOINT MORTGAGE FUNDING, INC.

                                        By: /s/ Susan David
                                            ----------------------------------
                                            Name: Susan David
                                            Title: AVP

Acknowledged and Agreed:
WELLS FARGO BANK, N.A., as Master Servicer

By: /s/ Ruth Fussell
    ----------------------------------
     Name: Ruth Fussell
     Title:  Vice President


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