URGENT: PLEASE SIGN AND FAX THIS CONFIRMATION TO (001) 8888033606 Interest Rate Swap Transaction
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ATTN: | J.P. Morgan Mortgage Acquisition Trust 2007-HE1 by: DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Supplemental Interest Trust Trustee on behalf of the J.P. Morgan Mortgage Acquisition Trust 2007-HE1 supplemental interest trust |
| Michael Boyle Deutsche Bank National Trust Company Fax: (714) 656-2629 Pentalpha Surveillance LLC Attn: Trust Oversight Manager JPMAC 2007-HE1
Via Fax: (716) 204-5902 |
FROM: | Carmine Pilla |
| JPMorgan Chase Bank, N.A. |
RE: | Interest Rate Swap Confirmation |
YOUR REF: |
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OUR REF: | # 6900038516619 / 0095010231 |
DATE SENT: |
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NO OF PAGES: | 8 (Including Cover) |
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URGENT: PLEASE SIGN AND FAX THIS
CONFIRMATION TO (001) ###-###-####
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Interest Rate Swap Transaction
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between:
JPMORGAN CHASE BANK, N.A.
("JPMorgan")
and
J.P. Morgan Mortgage Acquisition Trust 2007-HE1 by: DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Supplemental Interest Trust Trustee on behalf of the J.P. Morgan Mortgage Acquisition Trust 2007-HE1 supplemental interest trust
(the "Counterparty")
on the Trade Date and identified by the JPMorgan Deal Number specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Master Agreement specified below, and supersedes any previous confirmation or other writing with respect to the transaction described below.
The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 14 June 2007, as amended and supplemented from time to time (the "Agreement"), between JPMORGAN CHASE BANK, N.A. ("JPMorgan") and J.P. Morgan Mortgage Acquisition Trust 2007-HE1 by: DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Supplemental Interest Trust Trustee on behalf of the J.P. Morgan Mortgage Acquisition Trust 2007-HE1 supplemental interest trust (the "Counterparty"). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
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The terms of the particular Interest Rate Swap Transaction to which this Confirmation relates are as follows: |
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A. TRANSACTION DETAILS |
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JPMorgan Deal Number(s): | # 6900038516619 / 0095010231 |
Notional Amount: | Per attached schedule in Exhibit A |
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Trade Date: | 07 June 2007 |
Effective Date: | 14 June 2007 |
Termination Date: | 25 November 2013 subject to adjustment in accordance with the Modified Following Business Day Convention |
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Fixed Amounts: |
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Fixed Rate Payer: | Counterparty |
Fixed Rate Payer Period End Dates: | The 25th of each month in each year commencing with 25 June 2007 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention |
Fixed Rate Payer Payment Dates: | The Fixed Rate Payer Period End Date. |
Fixed Rate: | 5.40 percent |
Fixed Rate Day Count Fraction: | 30/360 |
Business Days: | New York, London |
Floating Amounts: |
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Floating Rate Payer: | JPMorgan |
Floating Rate Payer Period End Dates:
The 25th of each month in each year commencing with 25 June 2007 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Floating Rate for initial Calculation Period: Floating Rate Payer Payment Dates: Floating Rate Option: | 5.32 percent Two (2) Business days preceding each Floating Rate Payer Period End Date. USD-LIBOR-BBA |
Designated Maturity: | 1 Month |
Spread: | None |
Floating Rate Day Count Fraction: | Actual/360 |
Reset Dates: | The first day of each Calculation Period. |
Compounding: | Inapplicable |
Business Days: | New York, London, Los Angeles |
Calculation Agent: | JPMorgan, unless otherwise stated in the Agreement. |
B. ACCOUNT DETAILS |
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Payments to JPMorgan in USD: | JPMORGAN CHASE BANK NA |
| JPMORGAN CHASE BANK NA |
| BIC: CHASUS33XXX |
| ABA: 021000021 |
| AC No: ###-###-#### |
| Ref: # 6900038516619 / 0095010231, JPMAC 2007-HE1 |
Payments to Counterparty in USD: | Deutsche Bank National Trust Company- Americas New York, NY 10006 ABANumber: 021-001-033 Account Number: 014-19-663 Name NYLTD Funds Control-Stars West Re: JPMAC 2007-HE1 |
C. OFFICES |
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JPMorgan: | NEW YORK |
Counterparty: | SANTA ANA |
D. RELATIONSHIP BETWEEN PARTIES |
Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.
E. SUPPLEMENTAL INTEREST TRUST TRUSTEE CAPACITY
It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by Deutsche Bank National Trust Company (“DBNTC”) (i) this Confirmation is executed and delivered by DBNTC, not in its individual capacity but solely as Supplemental Interest Trust Trustee under the Pooling and Servicing Agreement, dated as of May 1, 2007 (the “Pooling and Servicing Agreement”), among J.P. Morgan Acceptance Corporation I, as depositor, J.P. Morgan Mortgage Acquisition Corp., as seller, DBNTC, as trustee, JPMorgan Chase Bank National Association as servicer, in the exercise of the powers and authority conferred and vested in it thereunder, (ii) under no circumstances shall DNBTC in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, represen tation, warranty or covenant made or undertaken under this Confirmation, the Pooling and Servicing Agreement or any related document,(iii) each of the representations, undertakings and agreements herein made on behalf of the Counterparty is made and intended not as personal representations, undertakings and agreements of the Counterparty but for the purpose of binding only J.P. Morgan Mortgage Acquisition Trust 2007-HE1 and (iv) nothing herein contained shall be construed as creating any liability for DBNTC, individually or personally, to perform any covenant (either express or implied) contained herein, and all such liability, if any, is hereby expressly waived by the parties hereto, and such waiver shall bind any third party making a claim by or through one the parties hereto.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. When referring to this Confirmation, please indicate: JPMorgan Deal Number(s): # 6900038516619 / 0095010231
JPMorgan Chase Bank, N.A. |
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/s/ Edward R. Robinson Jr. |
Name: | Edward R. Robinson Jr. |
Title: | Associate |
Accepted and confirmed as of the date first written: |
J.P. Morgan Mortgage Acquisition Trust 2007-HE1 by: DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Supplemental Interest Trust Trustee on behalf of the J.P. Morgan Mortgage Acquisition Trust 2007-HE1 supplemental interest trust |
/s/ Mei Nghia |
Name: | Mei Nghia |
Title: | Authorized Signer |
Your reference number: |
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Exhibit A
period start | period end | notional |
6/14/2007 | 6/25/2007 | 445,615,000 |
6/25/2007 | 7/25/2007 | 436,896,000 |
7/25/2007 | 8/25/2007 | 426,654,000 |
8/25/2007 | 9/25/2007 | 414,929,000 |
9/25/2007 | 10/25/2007 | 401,773,000 |
10/25/2007 | 11/25/2007 | 387,019,000 |
11/25/2007 | 12/25/2007 | 371,456,000 |
12/25/2007 | 1/25/2008 | 355,593,000 |
1/25/2008 | 2/25/2008 | 339,721,000 |
2/25/2008 | 3/25/2008 | 324,171,000 |
3/25/2008 | 4/25/2008 | 309,514,000 |
4/25/2008 | 5/25/2008 | 295,475,000 |
5/25/2008 | 6/25/2008 | 282,019,000 |
6/25/2008 | 7/25/2008 | 269,132,000 |
7/25/2008 | 8/25/2008 | 256,787,000 |
8/25/2008 | 9/25/2008 | 243,986,000 |
9/25/2008 | 10/25/2008 | 232,583,000 |
10/25/2008 | 11/25/2008 | 205,552,000 |
11/25/2008 | 12/25/2008 | 153,009,000 |
12/25/2008 | 1/25/2009 | 132,914,000 |
1/25/2009 | 2/25/2009 | 92,605,000 |
2/25/2009 | 3/25/2009 | 80,327,000 |
3/25/2009 | 4/25/2009 | 72,880,000 |
4/25/2009 | 5/25/2009 | 66,304,000 |
5/25/2009 | 6/25/2009 | 61,860,000 |
6/25/2009 | 7/25/2009 | 58,094,000 |
7/25/2009 | 8/25/2009 | 54,514,000 |
8/25/2009 | 9/25/2009 | 51,094,000 |
9/25/2009 | 10/25/2009 | 47,698,000 |
10/25/2009 | 11/25/2009 | 50,053,000 |
11/25/2009 | 12/25/2009 | 51,580,000 |
12/25/2009 | 1/25/2010 | 53,749,000 |
1/25/2010 | 2/25/2010 | 51,881,000 |
2/25/2010 | 3/25/2010 | 49,479,000 |
3/25/2010 | 4/25/2010 | 47,549,000 |
4/25/2010 | 5/25/2010 | 45,697,000 |
5/25/2010 | 6/25/2010 | 43,921,000 |
6/25/2010 | 7/25/2010 | 42,218,000 |
7/25/2010 | 8/25/2010 | 40,583,000 |
8/25/2010 | 9/25/2010 | 39,015,000 |
9/25/2010 | 10/25/2010 | 37,510,000 |
10/25/2010 | 11/25/2010 | 36,065,000 |
11/25/2010 | 12/25/2010 | 34,678,000 |
12/25/2010 | 1/25/2011 | 33,347,000 |
1/25/2011 | 2/25/2011 | 32,056,000 |
2/25/2011 | 3/25/2011 | 30,830,000 |
3/25/2011 | 4/25/2011 | 29,653,000 |
4/25/2011 | 5/25/2011 | 28,522,000 |
5/25/2011 | 6/25/2011 | 27,436,000 |
6/25/2011 | 7/25/2011 | 26,393,000 |
7/25/2011 | 8/25/2011 | 25,391,000 |
8/25/2011 | 9/25/2011 | 24,429,000 |
9/25/2011 | 10/25/2011 | 23,504,000 |
10/25/2011 | 11/25/2011 | 22,560,000 |
11/25/2011 | 12/25/2011 | 21,710,000 |
12/25/2011 | 1/25/2012 | 20,799,000 |
1/25/2012 | 2/25/2012 | 17,923,000 |
2/25/2012 | 3/25/2012 | 16,799,000 |
3/25/2012 | 4/25/2012 | 16,211,000 |
4/25/2012 | 5/25/2012 | 15,658,000 |
5/25/2012 | 6/25/2012 | 15,124,000 |
6/25/2012 | 7/25/2012 | 14,607,000 |
7/25/2012 | 8/25/2012 | 14,107,000 |
8/25/2012 | 9/25/2012 | 13,624,000 |
9/25/2012 | 10/25/2012 | 13,157,000 |
10/25/2012 | 11/25/2012 | 12,705,000 |
11/25/2012 | 12/25/2012 | 12,237,000 |
12/25/2012 | 1/25/2013 | 11,716,000 |
1/25/2013 | 2/25/2013 | 11,214,000 |
2/25/2013 | 3/25/2013 | 10,729,000 |
3/25/2013 | 4/25/2013 | 10,261,000 |
4/25/2013 | 5/25/2013 | 9,811,000 |
5/25/2013 | 6/25/2013 | 9,376,000 |
6/25/2013 | 7/25/2013 | 8,957,000 |
7/25/2013 | 8/25/2013 | 8,552,000 |
8/25/2013 | 9/25/2013 | 8,162,000 |
9/25/2013 | 10/25/2013 | 7,784,000 |
10/25/2013 | 11/25/2013 | 7,421,000 |
Client Service Group
All queries regarding confirmations should be sent to: |
JPMorgan Chase Bank, N.A. |
Contacts | |||
JPMorgan Contact | Telephone Number |
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Client Service Group | (001 ) ###-###-#### |
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Group E-mail address: |
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Facsimile: | (001 ) ###-###-#### |
Telex: |
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Cable: |
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Please quote the JPMorgan deal number(s): # 6900038516619 / 0095010231 |
