WMC2-4888757 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: 212-623-5858




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:

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 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 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):