JPMAC 2006-NC2 Swap 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 Trust 2006-NC2 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:

6900026405358

DATE SENT:

22 August 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-NC2 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 August 23, 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-NC2 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):

	6900026405358


	Notional Amount:

	Per attached schedule in Exhibit A


	Trade Date:

	09 August 2006


	Effective Date:

	August 2006


	Termination Date:

	25 August 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:

	5.400 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:

	5.324380 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 02 1 00002 1

Account No. 507947541

FFC: 10228048.3

Ref. JPMAC 2006-NC2


	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 Trust, 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): 6900026405358







JPMorgan Chase Bank, N.A.

/s/ Edward R. Robinson Jr. 

Name:

Edward R. Robinson Jr.                      

Title:

Associate                                            

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 2006-NC2 supplemental interest trust




/s/ Pei Huang 

Name:

Pei Huang                                   

Title:

Assistant Vice President            

Your reference number:  _________________



Exhibit A








	start period

	end period

	Notional


	23-Aug-06

	25-Sep-06

	905,407,000.00


	25-Sep-06

	25-Oct-06

	892,366,925.00


	25-Oct-06

	25-Nov-06

	876,318,153.01


	25-Nov-06

	25-Dec-06

	857,314,917.79


	25-Dec-06

	25-Jan-07

	835,406,890.83


	25-Jan-07

	25-Feb-07

	810,672,521.59


	25-Feb-07

	25-Mar-07

	783,215,392.99


	25-Mar 07

	25-Apr-07

	753,173,562.51


	25-Apr-07

	25-May-07

	720,730,751.21


	25-May--07

	25-Jun-07

	686,521,402.72


	25-Jun-07

	25-Jul-07

	653,886,563.81


	25-Jul- 07

	25-Aug-07

	622,755,341.66


	25-Aug-07

	25-Sep-07

	592,905,706.83


	25 Sep 07

	25-Oct-07

	564,265,554.20


	25-Oct-07

	25-Nov-07

	536,950,984.66


	25-Nov-07

	25-Dec-07

	510,898,488.13


	25-Dec-07

	25-Jan-08

	486,074,031.70


	25-Jan-08

	25-Feb-08

	462,461,499.48


	25-Feb-08

	25-Mar-08

	439,623,623.08


	25-Mar-08

	25 Apr-08

	417,507,905.78


	25 Apr 08

	25-May-08

	371,541,225.75


	25-May 08

	25-Jun-08

	75,743,403.08


	25-Jun-08

	25-Jul-08

	71,428,062.25


	25-Jul-08

	25-Aug-08

	67,592,557.18


	25-Aug-08

	25-Sep-08

	63,986,013.15


	25-Sep-08

	25-Oct-08

	59,809,152.88


	25-Oct-08

	25-Nov-08

	55,672,202.14


	25-Nov-08

	25-Dec-08

	52,526,806.54


	25-Dec-08

	25-Jan-09

	49,501,575.20


	25-Jan-09

	25-Feb-09

	58,404,839.49


	25-Feb-09

	25-Mar-09

	66,771,315.40


	25-Mar-09

	25-Apr-09

	65,085,776.10


	25-Apr 09

	25-May-09

	62,952,890.26


	25-May-09

	25-Jun-09

	60,466,793.47


	25-Jun-09

	25-Jul-09

	58,927,633.95


	25-Jul-09

	25-Aug-09

	57,417,808.88


	25-Aug 09

	25-Sep-09

	55,937,448.16


	25-Sep-09

	25-Oct-09

	54,486,617.00


	25-Oct-09

	25-Nov-09

	53,065,314.67


	25-Nov-09

	25-Dec-09

	51,673,494.29


	25-Dec-09

	25-Jan-10

	50,311,066.97


	25-Jan-10

	25-Feb-10

	48,977,894.66


	25-Feb-10

	25-Mar-10

	47,673,797.25


	25-Mar-10

	25-Apr-10

	46,398,558.17


	25-Apr 10

	25-May-10

	45,151,927.15


	25-May- 10

	25-Jun-10

	43,933,626.25


	25-Jun-10

	25-Jul-10

	42,743,350.80


	25-Jul-10

	25-Aug-10

	41,580,773.05


	 	 	 







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): 6900026405358