URGENT: PLEASE SIGN AND FAX THIS CONFIRMATION TO (001) 8888033606

EX-4.2 4 wmc24888757jpmacconfirm.htm EXHIBIT WMC2 ###-###-#### JPMAC Confirm

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-WMC2 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:

6900024888757 / 00020018540

DATE SENT:

27 June 2006

NO OF PAGES:

7 (Including Cover)

URGENT: PLEASE SIGN AND FAX THIS CONFIRMATION TO (001) 8888033606

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-WMC2 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 June 28, 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-WMC2 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):

6900024888757 / 00020018540


Notional Amount:

Per attached schedule in Exhibit A

Trade Date:

06 June 2006


Effective Date:

28 June 2006


Termination Date:

25 July 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 July 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:

5.40 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 July 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:

5.34063 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:

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-WMC2



C.  OFFICES


JPMorgan:

NEW YORK


Counterparty:

NEW YORK


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. 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 June 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 expe nses 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):

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-WMC2

supplemental trust



/s/ Pei Huang                             

Name:  Pei Huang                     

Title:  Assistant Vice President 

Your reference number: ____________

Exhibit A

Period Start

Period End

Swap Balance

6/28/2006

7/25/2006

1,221,447,266.45

7/25/2006

8/25/2006

1,207,860,074.51

8/25/2006

9/25/2006

1,190,285,529.07

9/25/2006

10/25/2006

1,168,216,677.69

10/25/2006

11/25/2006

1,141,995,838.05

11/25/2006

12/25/2006

1,111,852,854.93

12/25/2006

1/25/2007

1,077,686,619.35

1/25/2007

2/25/2007

1,063,247,551.45

2/25/2007

3/25/2007

1,021,726,346.22

3/25/2007

4/25/2007

977,614,825.18

4/25/2007

5/25/2007

932,544,474.80

5/25/2007

6/25/2007

889,550,958.98

6/25/2007

7/25/2007

848,536,586.62

7/25/2007

8/25/2007

809,408,324.22

8/25/2007

9/25/2007

772,077,571.97

9/25/2007

10/25/2007

736,459,950.59

10/25/2007

11/25/2007

702,475,098.50

11/25/2007

12/25/2007

670,042,423.42

12/25/2007

1/25/2008

639,029,488.16

1/25/2008

2/25/2008

608,857,432.29

2/25/2008

3/25/2008

570,989,056.77

3/25/2008

4/25/2008

405,668,599.00

4/25/2008

5/25/2008

142,465,800.36

5/25/2008

6/25/2008

142,094,875.68

6/25/2008

7/25/2008

141,581,812.15

7/25/2008

8/25/2008

140,992,090.62

8/25/2008

9/25/2008

137,227,233.13

9/25/2008

10/25/2008

132,751,927.34

10/25/2008

11/25/2008

128,271,525.94

11/25/2008

12/25/2008

123,944,030.22

12/25/2008

1/25/2009

119,742,432.18

1/25/2009

2/25/2009

115,705,109.21

2/25/2009

3/25/2009

111,721,019.00

3/25/2009

4/25/2009

106,285,118.31

4/25/2009

5/25/2009

102,021,133.34

5/25/2009

6/25/2009

98,643,660.53

6/25/2009

7/25/2009

95,374,929.75

7/25/2009

8/25/2009

92,211,216.03

8/25/2009

9/25/2009

89,148,934.96

9/25/2009

10/25/2009

86,184,636.64

10/25/2009

11/25/2009

83,315,000.04

11/25/2009

12/25/2009

80,536,827.53

12/25/2009

1/25/2010

77,847,039.75

1/25/2010

2/25/2010

75,242,670.65

2/25/2010

3/25/2010

72,720,862.81

3/25/2010

4/25/2010

70,278,862.99

4/25/2010

5/25/2010

67,914,017.83

5/25/2010

6/25/2010

65,623,769.81

6/25/2010

7/25/2010

63,405,653.56



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 ) 8888033606

Telex:

Cable:


Please quote the JPMorgan deal number(s):