Interest Rate Swap Transaction

EX-4.2 4 cw1confirm4528169jpmacconfir.htm EXHIBIT Converted by FileMerlin

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.