Interest Rate Swap Transaction
ATTN:
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as securities administrator on behalf of the J.P. Morgan Mortgage Acquisition Corp. 2006-CW1 supplemental interest trust
Pei Yan Huang Fax: 212 ###-###-####
C.J. De Santis
Fax: 203 ###-###-####
FROM:
Carmine Pilla
JPMorgan Chase Bank, N.A.
RE:
Interest Rate Swap Confirmation
YOUR REF:
OUR REF:
6900024528169 / 00020017326
DATE SENT:
30 May 2006
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
JPMorgan Chase Bank, National Association, not in its individual capacity but solely as securities
administrator on behalf of the J.P. Morgan Mortgage Acquisition Corp. 2006-CW1 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 May 31, 2006, as amended and supplemented from time to time (the "Agreement"), between JPMORGAN CHASE BANK, N.A. ("JPMorgan") and JPMorgan Chase Bank, National Association, not in its individual capacity but solely as securities administrator on behalf of the J.P. Morgan Mortgage Acquisition Corp. 2006-CW1 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):
6900024528169 / 00020017326
Notional Amount:
Per attached schedule in Exhibit A
Trade Date:
18 May 2006
Effective Date:
31 May 2006
Termination Date:
25 June 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 June 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:
5.35700 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 25th of each month in each year commencing with 25 June 2006 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
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:
JPMorgan, unless otherwise stated in the Agreement.
B. ACCOUNT DETAILS
Payments to JPMorgan in USD:
JPMORGAN CHASE BANK NA
JPMORGAN CHASE BANK NA
BIC: CHASUS33XXX
AC No: 099997979
Payments to Counterparty in USD:
JPMorgan Chase Bank, NA ABA 021000021
Account No. 507947541 FFC: 10500449.3
Ref. JPMAC 2006-CW1
C. OFFICES
JPMorgan:
NEW YORK
Counterparty:
ST PAUL
D.
DOCUMENTS TO BE DELIVERED
Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such evidence has been previously supplied and remains true and in effect.
E.
SECURITIES ADMINISTRATOR CAPACITY
It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Securities Administrator (i) this Confirmation is executed and delivered by JPMorgan Chase Bank, N.A. not in its individual capacity but solely as Securities Administrator under the Pooling and Servicing Agreement, dated as of May 1, 2006 (the Pooling and Servicing Agreement), among J.P. Morgan Acceptance Corporation I, as depositor, J.P. Morgan Mortgage Acquisition Corp., as seller, U.S. Bank National Association, as trustee, Pentalpha Surveillance LLC, as trust oversight manager and the Securities Administrator, JPMorgan Chase Bank National Association as servicer and as securities administrator, in the exercise of the powers and authority conferred and vested in it thereunder, (ii) under no circumstances shall JPMorgan Chase Bank, N.A. in its individual capacity be personally liable for the payment of any indebtedness or ex penses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation, and (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 JPMorgan Chase Bank, N.A.
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): 6900024528169 / 00020017326
JPMorgan Chase Bank, N.A.
/s/ Carmine Pilla
Name: Carmine Pilla
Title: Vice President
Accepted and confirmed as of the date
first written:
JPMorgan Chase Bank, National Association, not
in its individual capacity but solely as securities
administrator on behalf of the J.P. Morgan
Mortgage Acquisition Corp. 2006-ACC1
supplemental interest trust
/s/ Pei Huang
Name: Pei Huang
Title: Assistant Vice President
Your reference number: _____________________
Exhibit A
Start Date | End Date | Swap Balance |
5/31/2006 | 6/25/2006 | 855,252,983.26 |
6/25/2006 | 7/25/2006 | 841,062,215.36 |
7/25/2006 | 8/25/2006 | 823,906,566.97 |
8/25/2006 | 9/25/2006 | 797,695,666.75 |
9/25/2006 | 10/25/2006 | 772,672,611.42 |
10/25/2006 | 11/25/2006 | 747,803,994.86 |
11/25/2006 | 12/25/2006 | 729,766,699.05 |
12/25/2006 | 1/25/2007 | 700,642,898.80 |
1/25/2007 | 2/25/2007 | 669,768,768.86 |
2/25/2007 | 3/25/2007 | 637,885,631.32 |
3/25/2007 | 4/25/2007 | 606,831,015.46 |
4/25/2007 | 5/25/2007 | 577,289,315.11 |
5/25/2007 | 6/25/2007 | 549,193,337.82 |
6/25/2007 | 7/25/2007 | 522,469,898.57 |
7/25/2007 | 8/25/2007 | 497,049,596.14 |
8/25/2007 | 9/25/2007 | 472,866,615.07 |
9/25/2007 | 10/25/2007 | 449,858,537.95 |
10/25/2007 | 11/25/2007 | 427,966,167.74 |
11/25/2007 | 12/25/2007 | 407,046,595.86 |
12/25/2007 | 1/25/2008 | 386,880,452.50 |
1/25/2008 | 2/25/2008 | 365,673,857.65 |
2/25/2008 | 3/25/2008 | 217,109,063.82 |
3/25/2008 | 4/25/2008 | 158,496,312.22 |
4/25/2008 | 5/25/2008 | 150,192,432.94 |
5/25/2008 | 6/25/2008 | 143,081,172.09 |
6/25/2008 | 7/25/2008 | 136,565,866.44 |
7/25/2008 | 8/25/2008 | 130,737,161.25 |
8/25/2008 | 9/25/2008 | 125,459,121.73 |
9/25/2008 | 10/25/2008 | 120,631,181.32 |
10/25/2008 | 11/25/2008 | 116,177,592.40 |
11/25/2008 | 12/25/2008 | 112,045,778.53 |
12/25/2008 | 1/25/2009 | 108,477,043.07 |
1/25/2009 | 2/25/2009 | 99,410,961.98 |
2/25/2009 | 3/25/2009 | 87,013,633.59 |
3/25/2009 | 4/25/2009 | 84,182,029.94 |
4/25/2009 | 5/25/2009 | 81,613,501.19 |
5/25/2009 | 6/25/2009 | 79,153,807.09 |
6/25/2009 | 7/25/2009 | 76,767,869.07 |
7/25/2009 | 8/25/2009 | 74,453,480.30 |
8/25/2009 | 9/25/2009 | 72,208,500.12 |
9/25/2009 | 10/25/2009 | 70,030,851.98 |
10/25/2009 | 11/25/2009 | 67,804,620.00 |
11/25/2009 | 12/25/2009 | 65,624,543.41 |
12/25/2009 | 1/25/2010 | 63,509,868.62 |
1/25/2010 | 2/25/2010 | 61,458,639.19 |
2/25/2010 | 3/25/2010 | 59,468,957.25 |
3/25/2010 | 4/25/2010 | 57,538,981.72 |
4/25/2010 | 5/25/2010 | 55,666,926.60 |
5/25/2010 | 6/25/2010 | 53,851,059.32 |
Client Service Group
All queries regarding confirmations should be sent to:
JPMorgan Chase Bank, N.A.
Contacts
JPMorgan Contact
Telephone Number
Client Service Group
(001 ) 3026344960
Group E-mail address:
Facsimile:
(001 ) 888 ###-###-#### Telex:
Cable:
Please quote the JPMorgan deal number(s): 6900024528169 / 00020017326.