URGENT: PLEASE SIGN AND FAX THIS CONFIRMATION TO (001) 8888033606
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-FRE2 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:
6900023199357 / 00020012615
DATE SENT:
27 March 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-FRE2 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 March 29, 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-FRE2 supplemental interest trust (the "Counterparty"). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
____________________________________________________________________________________
Our
Sent: 27 March 2006 22:53
Page 1 of 6 Ref: 6900023199357 / 00020012615
The terms of the particular Interest Rate Swap Transaction to which this Confirmation relates are as follows:
A. TRANSACTION DETAILS
JPMorgan Deal Number(s):
6900023199357 / 00020012615
Notional Amount:
Per attached schedule in Exhibit A
Trade Date:
08 March 2006
Effective Date:
25 March 2006
Termination Date:
25 April 2010 subject to adjustment in accordance with the Modified Following Business Day Convention.
Premium:
Premium Payer:
Counterparty
Premium Amount:
USD 1,032,000.00
Premium Payment Date:
29 March 2006
Fixed Amounts:
Fixed Rate Payer:
Counterparty
Fixed Rate Payer Period End Dates:
The 25th of each month in each year commencing with 25 April 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:
5.10000 percent
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 April 2006 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
______________________________________________________________________________________
Our
Sent: 27 March 2006 22:53
Page 1 of 6 Ref: 6900023199357 / 00020012615
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.
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: 10500366.3
Ref. JPMAC 2006-FRE2
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.
_______________________________________________________________________
Our
Sent: 27 March 2006 22:53
Page 3 of 6 Ref: 6900023199357 / 00020012615
(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 March 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 exp enses 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): 6900023199357 / 00020012615
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-
FRE2 supplemental interest trust
Name: Pei Huang
Title: Assistant Vice President
Your reference number: __________
___________________________________________________________________________________
Our
Sent: 27 March 2006 22:53
Page 4 of 6 Ref: 6900023199357 / 00020012615
Exhibit A
Start Date | End Date | Swap Balance |
25 March 2006 | 25 April 2006 | USD 910,558,000.00 |
25 April 2006 | 25 May 2006 | USD 899,320,783.26 |
25 May 2006 | 25 June 2006 | USD 886,340,931.27 |
26 June 2006 | 25 July 2006 | USD 871,648,483.80 |
25 July 2006 | 25 August 2006 | USD 855,283,687.44 |
25 August 2006 | 25 September 2006 | USD 837,296,356.50 |
25 September 2006 | 25 October 2006 | USD 817,746,659.32 |
25 October 2006 | 25 November 2006 | USD 816,832,532.95 |
25 November 2006 | 25 December 2006 | USD 794,375,859.53 |
25 December 2006 | 25 January 2007 | USD 770,603,899.48 |
25 January 2007 | 25 February 2007 | USD 745,841,953.14 |
25 February 2007 | 25 March 2007 | USD 720,175,954.27 |
25 March 2007 | 25 April 2007 | USD 693,698,544.61 |
25 April 2007 | 25 May 2007 | USD 666,508,646.84 |
25 May 2007 | 25 June 2007 | USD 638,708,643.95 |
25 June 2007 | 25 July 2007 | USD 610,406,379.84 |
25 July 2007 | 25 August 2007 | USD 581,713,347.78 |
25 August 2007 | 25 September 2007 | USD 552,593,717.68 |
25 September 2007 | 25 October 2007 | USD 523,473,741.20 |
25 October 2007 | 25 November 2007 | USD 493,708,839.60 |
25 November 2007 | 25 December 2007 | USD 377,493,514.49 |
25 December 2007 | 25 January 2008 | USD 31,442,369.03 |
25 January 2008 | 25 February 2008 | USD 29,116,579.61 |
25 February 2008 | 25 March 2008 | USD 26,886,873.47 |
25 March 2008 | 25 April 2008 | USD 24,749,012.15 |
25 April 2008 | 25 May 2008 | USD 22,698,958.25 |
25 May 2008 | 25 June 2008 | USD 20,732,865.23 |
25 June 2008 | 25 July 2008 | USD 18,847,067.73 |
25 July 2008 | 25 August 2008 | USD 17,038,072.41 |
25 August 2008 | 25 September 2008 | USD 15,302,549.30 |
25 September 2008 | 25 October 2008 | USD 13,637,323.60 |
25 October 2008 | 25 November 2008 | USD 12,039,367.89 |
25 November 2008 | 25 December 2008 | USD 9,453,131.78 |
25 December 2008 | 25 January 2009 | USD 5,459,881.61 |
25 January 2009 | 25 February 2009 | USD 17,269,274.19 |
25 February 2009 | 25 March 2009 | USD 19,114,578.17 |
25 March 2009 | 25 April 2009 | USD 18,672,972.43 |
25 April 2009 | 25 May 2009 | USD 18,232,681.83 |
25 May 2009 | 25 June 2009 | USD 17,794,522.56 |
25 June 2009 | 25 July 2009 | USD 17,359,227.53 |
25 July 2009 | 25 August 2009 | USD 16,927,451.72 |
25 August 2009 | 25 September 2009 | USD 16,499,796.18 |
25 September 2009 | 25 October 2009 | USD 16,076,788.32 |
25 October 2009 | 25 November 2009 | USD 15,658,896.43 |
25 November 2009 | 25 December 2009 | USD 15,246,534.22 |
25 December 2009 | 25 January 2010 | USD 14,840,064.97 |
25 January 2010 | 25 February 2010 | USD 14,439,805.53 |
25 February 2010 | 25 March 2010 | USD 14,046,029.97 |
25 March 2010 | 25 April 2010 | USD 13,658,972.94 |
_____________________________________________________________________________________
Our
Sent: 27 March 2006 22:53
Page 5 of 6 Ref: 6900023199357 / 00020012615
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): 6900023199357 / 00020012615.
_____________________________________________________________________________
Our
Sent: 27 March 2006 22:53
Page 6 of 6 Ref: 6900023199357 / 00020012615