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Mortgage Securities confirmation agreement

AGREEMENT

1. It is agreed between you and us that this transaction, as described on the face hereof, is subject to the following terms and conditions.  This confirmation shall inure to our benefit including successors and assigns and shall be conclusive if not objected to promptly in writing.
2. If any part of this Agreement is held to be void or unenforceable or inconsistent with any other agreement to which this confirmation relates, this shall not affect the validity or enforceability of the remaining parts of the confirmation.  If the transaction involves securities, the parties acknowledge that it is a "securities contract" under 11 U.S.C. Section 741(7), as amended.  The terms of this confirmation shall govern with respect to other confirmations.  You agree we may rely on all instructions we believe to be genuine.
3. This confirmation and all transactions hereunder are subject to: the constitution, by-laws, customs, and interpretations of the exchange or marketplace where executed; all applicable federal laws and regulations; and shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws provision and all applicable federal laws and regulations.
4. This confirmation incorporates, and it and the transaction confirmed hereby are subject to, any written agreement between you and us, the terms of which shall prevail over any conflicting provisions of this confirm unless such agreement specifies that the terms of this confirmation shall prevail.
5. On written request we will furnish: the time of execution, and when we acted as agent, the name of other party from whom the security was purchased or sold, and details of remuneration received by JPMSI. 
6. Zero Coupon Issues pay no periodic interest, may be called below maturity value, and if called, may be called below maturity value without notice to you unless registered.  
7. With regard to any debt security subject to redemption before maturity, such debt security may be redeemed or called in whole or in part before maturity, and such a redemption could affect yield represented. Additional information available upon request.  
8. The actual yield of an asset-backed security (securities which represent an interest in or are secured by a pool or receivables or other financial assets that are subject to continuous prepayment) may vary according to the rate at which the underlying assets are prepaid.  Additional information concerning the factors that affect yield (including at a minimum estimated yield, weighted average life, and the prepayment assumptions underlying yield) will be furnished upon written request.
9. We may execute your transaction through an affiliated brokerage firm, which may have a long or short position in this security, may have acted as a principal and may have profited or lost in connection with this transaction. We receive remuneration from affiliates for services rendered in connection with certain transactions. Further details can be furnished upon request.
10. This confirmation and our communications with you contain information from multiple direct, indirect, affiliated, unaffiliated, public and proprietary data sources (including, but not limited to market data, reference data, ratings, identifying and fundamental information, and valuations) and information which is based upon such information (including but not limited to market values and yield) Although JPMSI (along with its affiliates, collectively, "JPM")  believes these sources are reputable, it does not independently review or verify such information and neither JPM or any such source will have any duty or obligation to verify, correct or update such information, which is subject to change without notice and is being provided without any warranty, either express or implied, whatsoever.  Neither JPM nor any such source shall have any liability whatsoever relating to the inaccuracy or lack of timeliness or completeness of such information or any use thereof or any omissions therefrom nor for any lost profits or indirect, special or consequential damages.
11. This transaction and all other transaction with us have been entered into in consideration of each other. In the event that (i) you shall default in respect of this or any other transaction with us, (ii) you apply for, consent to, or are the subject of an application or petition for the appointment of or the taking of possession by a receiver, custodian trustee, liquidator, or similar person of yourself or of all or a substantial part of your property, (iii) you admit, in writing your inability or become generally unable to pay your debts as such debts become due or shall have a negative net worth, (iv) you make a general assignment for the benefit of your creditors, (v) you file, or have filed or entered against you, a petition or order for relief under Title 11 of the United States Code, as amended, or any similar law of any jurisdiction regarding reorganization, liquidation, dissolution, insolvency or relief of debtors, (vi) you have filed against you an application for a protective decree under Section 5 of the Securities Investor Protection Act of 1970, as amended, (vii) we believe that we may not be able to apply without delay property we are holding or expect to receive from you against your obligation, or (viii) we believe that an event or circumstances has occurred which in our judgment materially impairs your creditworthiness or ability to perform your obligations, we may (a) cancel or otherwise liquidate this and any other transaction with us without prior notice to you ( and you will be liable to us for any resulting loss, cost and expense, including cost of collection and attorney's fees), (b) set off any obligation to you against any of your obligations to us,  or our affiliates, (c) realize upon property securing any obligations to us or our affiliates and (d) take any other action necessary or appropriate to protect and enforce our rights under this or any other agreement between you and us or our affiliates, and to reduce any risk to us of loss or delay.  Any grace or notice period required by agreement or custom prior to exercise of such remedies may be shortened or eliminated by us if, in our discretion, it is reasonable to do so under the circumstances.  In order to secure any obligations to us or our affiliates under this or any other transaction you hereby grant to us a security interest in all securities moneys or other property heretofore or hereafter held by or for us or our affiliates.
12. If this transaction is a sale by you of an instrument not held in your account with us and it is not marked short, you represent that you own such instrument and it is agreed that you will promptly deliver such instrument to us.
13. The Securities Investor Protection Act of 1970, as amended, will not protect you with respect to a repurchase or other financing transaction hereunder.
14. Until fully paid for, securities in a cash account, as defined by Regulation T, are or may be periodically, without prior notice, be hypothecated or rehypothocated, under circumstances which will permit the commingling of  instruments carried for the accounts of other customers, for any amount, whether under general loans or otherwise, or may be loaned out or delivered on contracts for other customers without having in our possession and control a like amount of similar instruments.
15. If this is a transaction in when-issued or when-distributed securities, the final figures will be forwarded to you when available in a final confirmation reflecting the settlement date, upon issue or delivery.  Such transactions shall be settled or cancelled at such time and place and in such manner as the exchange or market to whose requirements the transaction is subject may determine. We may require security to secure such transactions and may close out such transaction if such security is not furnished.
16. We are a corporate entity separate from our affiliates and no activity or obligation of ours is guaranteed by or will be performed by any of our affiliates. We or our affiliates may participate or be financially interested in a primary or secondary distribution in the instrument (or related instruments) purchased from or sold to you. Instruments sold, offered or recommended are not deposits or FDIC insured unless we disclose otherwise. An affiliate of ours may from time to time issue instruments underwritten, dealt in or placed by us, or may lend to an issuer of instruments underwritten/dealt in by us, and the offering document will disclose additional information on such loan.
17. Your capacity was for your own account unless you expressly specified otherwise to us in writing and gave us sufficient information in writing prior to the transaction for us to rely upon the credit of another party or your credit in another capacity.
18. An open order will remain in effect until executed or cancelled. It will not be automatically cancelled by an identical or different order or transaction otherwise executed for your account in the securities mentioned. The responsibility for failure to cancel an open order even though a substitute order has been entered rests upon the customer. A transaction resulting from the execution of any such order which the customer has failed to cancel will be entered in the customer's account.
19. On the date a security sells "ex-dividend" or "ex-rights" limits on open orders to buy and stop orders to sell are automatically reduced by the value of the payment or rights.
20. As a matter of policy, J.P. Morgan Securities Inc. ("JPMSI") does not receive payments in return for directing customer order flow to particular broker/dealers or market centers. JPMSI may receive discounts, rebates, reductions of fees or credits, generally based on overall volume of trading activity, as a result of sending orders to other market centers or ECN's, however these will not exceed the fees or expenses incurred for executing the order. This does not alter JPMSI's policy to route customer orders to the market where it believes clients will receive the best execution, taking into account price, reliability, market depth, quality of service, speed and efficiency.
21. For Treasury inflation protection securities (TIPS) and Corporate Inflation Protection Bonds (IPBs) yield to maturity may vary due to inflation adjustments.
22. If a deferred commission or other charge is to be imposed upon redemption or as a condition of payment of principal or interest, the customer may be required to make such a payment.  Information concerning such deferred compensation or other charge will be furnished upon written request.
23. For any FNMA or FHLMC Single Class Security that is TBA eligible, additional pool information is available by telephoning FNMA at (800) 237-8627 or FHLMC at (800) 336-3672 or by emailing Fannie Mae at bestmbs@fanniemae.com or Freddie Mac at Investor Inquiry@FreddieMac.com. 
24. No waiver, notice demand or forbearance on the part of JPMSI shall be deemed continuing. If any provisions herein are or become inconsistent with any law, rule or regulation, such provision shall be deemed to be rescinded or modified accordingly and in all other respects this confirmation shall not be affected.
25. For any questions regarding Municipal Securities please contact (212) 270-9800. 
26. Securities sold to you pursuant to Rule 144A or Regulation S have not been registered under the US Securities Act of 1933, and may only be offered and sold pursuant to registration under the 1933 Act or an available exemption therefrom or in accordance with Rule 144A or Regulation S, as applicable. 

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