JPMAC 2006-WMC3 swap confirm - 9-14-06













______________________________________________________________________________




	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 Trust 2006-WMC3 supplemental interest trust 


	 	 
	 	Pei Yan Huang 


	 	Fax:  212-623-5858


	 	 
	 	C.J. De Santis 


	 	Fax:  203-629-8907 


	 	 
	FROM: 

	Carmine Pilla 


	 	JPMorgan Chase Bank, N.A. 


	 	 
	RE: 

	Interest Rate Swap Confirmation 


	 	 
	YOUR REF:  

	 
	OUR REF: 

	6900026697294 


	 	 
	DATE SENT: 

	13 September 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 Trust 2006-WMC3

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 14 September 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 Trust 2006-WMC3 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):

6900026697294

Notional Amount:  

Per attached schedule in Exhibit A 

Trade Date: 

22 August 2006

Effective Date: 

14 September 2006

Termination Date: 

25 September 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 September 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: 

5.394 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 September 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:

5.311430 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: 10228075.3 

Ref. JPMAC 2006-WMC3 

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 August 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 expenses 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 the Counterparty. 

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): 6900026697294 

JPMorgan Chase Bank, N.A.



 

STARTSIGNATURE:U284298 




/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 Trust 2006WMC3 supplemental interest trust 




/s/ Pei Yan Huang                                                           




Name: Pei Yan Huang                                                    




Title: Assistant Vice President                                        




Your reference number:  _________________________



Exhibit A 

	Start period

	End period

	Notional (USD)


	14-Sep-06

	25-Sep-06

	920,811,000.00


	25-Sep-06

	25-Oct-06

	911,684,000.00


	25-Oct-06

	25-Nov-06

	899,376,000.00


	25-Nov-06

	25-Dec-06

	883,884,000.00


	25-Dec-06

	25-Jan-07

	865,212,000.00


	25-Jan-07

	25-Feb-07

	843,417,000.00


	25-Feb-07

	25-Mar-07

	828,152,000.00


	25-Mar-07

	25-Apr-07

	800,357,000.00


	25-Apr-07

	25-May-07

	769,861,000.00


	25-May-07

	25-Jun-07

	737,331,000.00


	25-Jun-07

	25-Jul-07

	702,960,000.00


	25-Jul-07

	25-Aug-07

	670,176,000.00


	25-Aug-07

	25-Sep-07

	638,904,000.00


	25-Sep-07

	25-Oct-07

	609,073,000.00


	25-Oct-07

	25-Nov-07

	580,616,000.00


	25-Nov-07

	25-Dec-07

	553,468,000.00


	25-Dec-07

	25-Jan-08

	527,566,000.00


	25-Jan-08

	25-Feb-08

	502,854,000.00


	25-Feb-08

	25-Mar-08

	479,274,000.00


	25-Mar-08

	25-Apr-08

	456,775,000.00


	25-Apr-08

	25-May-08

	435,068,000.00


	25-May-08

	25-Jun-08

	392,372,000.00


	25-Jun-08

	25-Jul-08

	114,642,000.00


	25-Jul-08

	25-Aug-08

	107,696,000.00


	25-Aug-08

	25-Sep-08

	101,249,000.00


	25-Sep-08

	25-Oct-08

	95,317,000.00


	25-Oct-08

	25-Nov-08

	90,886,000.00


	25-Nov-08

	25-Dec-08

	86,630,000.00


	25-Dec-08

	25-Jan-09

	82,542,000.00


	25-Jan-09

	25-Feb-09

	78,614,000.00


	25-Feb-09

	25-Mar-09

	74,840,000.00


	25-Mar-09

	25-Apr-09

	71,212,000.00


	25-Apr-09

	25-May-09

	67,724,000.00


	25-May-09

	25-Jun-09

	63,884,000.00


	25-Jun-09

	25-Jul-09

	59,421,000.00


	25-Jul-09

	25-Aug-09

	65,413,000.00


	25-Aug-09

	25-Sep-09

	71,043,000.00


	25-Sep-09

	25-Oct-09

	69,812,000.00


	25-Oct-09

	25-Nov-09

	67,592,000.00


	25-Nov-09

	25-Dec-09

	65,446,000.00


	25-Dec-09

	25-Jan-10

	63,372,000.00


	25-Jan-10

	25-Feb-10

	61,366,000.00


	25-Feb-10

	25-Mar-10

	59,427,000.00


	25-Mar-10

	25-Apr-10

	57,551,000.00


	25-Apr-10

	25-May-10

	55,737,000.00


	25-May-10

	25-Jun-10

	53,983,000.00


	25-Jun-10

	25-Jul-10

	52,285,000.00


	25-Jul-10

	25-Aug-10

	50,644,000.00


	25-Aug-10

	25-Sep-10

	49,055,000.00









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): 6900026697294