ATTN:
The Bank of New York, not in its
individual capacity but solely as securities administrator on
behalf of the J.P. Morgan Mortgage Acquisition Trust 2006-HE3
supplemental interest trust
Pei Yan Huang
Fax: 212-815-8093
C.J. De Santis
Fax: 203-629-8907
FROM:
Carmine Pilla
JPMorgan Chase Bank, NA.
RE:
Interest Rate Swap Confirmation
(REVISION)
YOUR REF:
OUR REF:
6900028150823 0050010292
DATE SENT:
09 November 2006
NO OF PAGES:
7 (Including Cover)
URGENT: PLEASE SIGN AND FAX
THIS
CONFIRMATION TO (001) 8888033606
Interest Rate Swap Transaction
(REVISION)
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
The Bank of New York, not in its
individual capacity but solely as securities administrator on
behalf of the
J.P. Morgan Mortgage Acquisition Trust 2006-HE3 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 10
November 2006, as amended and supplemented from time to time (the
“Agreement”), between JPMORGAN CHASE BANK, N.A.
(“JPMorgan”) and The Bank of New York, not in its
individual capacity but solely as securities administrator on
behalf of the J.P. Morgan Mortgage Acquisition Trust 2006-HE3
supplemental interest trust (the “Counterparty”). All
provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
The terms of the particular Interest Rate
Swap Transaction to which this Confirmation relates are as
follows:
A. TRANSACTION DETAILS
JPMorgan Deal Number(s):
6900028150823 / 0050010292
Notional Amount:
Per attached schedule in Exhibit
A
Trade Date:
24 October 2006
Effective Date:
10 November 2006
Termination Date:
25 November 2010 subject to adjustment in
accordance with the Modified Following Business Day
Convention
Fixed Amounts:
Fixed Rate Payer:
Counterparty
Fixed Rate Payer Period End
Dates:
The 25th of each month in each year
commencing with 25 November 2006 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:
5.300 percent
Fixed Rate Day Count Fraction:
30/360
Business Days:
New York, London
Floating Amounts:
Floating Rate Payer:
JPMorgan
Floating Rate Payer Period End
Dates:
The 25 th of each month in
each year commencing with 25 November 2006 to and including the
Termination Date, subject to adjustment in accordance with the
Modified Following Business Day Convention
Floating Rate for initial
Calculation
Period:
5.30875 percent
Floating Rate Payer Payment
Dates:
Two (2) Business days preceding each
Floating Rate Payer Period End Date.
Floating Rate Option:
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
Calculation Agent:
JPM
