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

EX-4.2 4 f3199357jpmacfre2confirm.htm 3199357 JPMAC FRE2 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-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

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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

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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

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(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

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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

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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

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