0001162318-06-001145 Sample Contracts

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • August 14th, 2006 • J.P. Morgan Mortgage Trust 2006-S3 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of July 1, 2006, is entered into among J.P. Morgan Acceptance Corporation I, a Delaware corporation (the “Depositor”), U.S. Bank National Association, as trustee (the “Trustee”) of J.P. Morgan Mortgage Trust 2006-S3 (the “Trust”), J.P. Morgan Mortgage Acquisition Corp. (“JPMorgan Acquisition”), Countrywide Home Loans, Inc. (“Countrywide”), Countrywide Home Loans Servicing LP (“Servicer”) and Wells Fargo Bank, N.A. (the “Master Servicer”).

Rate Collar Transaction
J.P. Morgan Mortgage Trust 2006-S3 • August 14th, 2006 • Asset-backed securities • New York

The purpose of this letter agreement is to set forth the terms and conditions of the rate collar transaction (the "Interest Rate Transaction") entered into between JPMorgan Chase Bank, N.A. (the “Derivative Provider”) and Wells Fargo Bank, N.A., not in its individual capacity, but solely as Securities Administrator on behalf of J.P. Morgan Mortgage Trust 2006-S3 (the “Counterparty”) on July 27, 2006. This agreement constitutes a “Confirmation” as referred to in and supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties hereto.

Rate Collar Transaction
J.P. Morgan Mortgage Trust 2006-S3 • August 14th, 2006 • Asset-backed securities • New York

The purpose of this letter agreement is to set forth the terms and conditions of the rate collar transaction (the "Interest Rate Transaction") entered into between JPMorgan Chase Bank, N.A. (the “Derivative Provider”) and Wells Fargo Bank, N.A., not in its individual capacity, but solely as Securities Administrator on behalf of J.P. Morgan Mortgage Trust 2006-S3 (the “Counterparty”) on July 27, 2006. This agreement constitutes a “Confirmation” as referred to in and supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties hereto.

Rate Collar Transaction
J.P. Morgan Mortgage Trust 2006-S3 • August 14th, 2006 • Asset-backed securities • New York

The purpose of this letter agreement is to set forth the terms and conditions of the rate collar transaction (the "Interest Rate Transaction") entered into between JPMorgan Chase Bank, N.A. (the “Derivative Provider”) and Wells Fargo Bank, N.A., not in its individual capacity, but solely as Securities Administrator on behalf of J.P. Morgan Mortgage Trust 2006-S3 (the “Counterparty”) on July 27, 2006. This agreement constitutes a “Confirmation” as referred to in and supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties hereto.

Rate Collar Transaction
J.P. Morgan Mortgage Trust 2006-S3 • August 14th, 2006 • Asset-backed securities • New York

The purpose of this letter agreement is to set forth the terms and conditions of the rate collar transaction (the "Interest Rate Transaction") entered into between JPMorgan Chase Bank, N.A. (the “Derivative Provider”) and Wells Fargo Bank, N.A., not in its individual capacity, but solely as Securities Administrator on behalf of J.P. Morgan Mortgage Trust 2006-S3 (the “Counterparty”) on July 27, 2006. This agreement constitutes a “Confirmation” as referred to in and supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties hereto.

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