Confirmation of U.S. Dollar Interest Rate Swap between JPMorgan Chase Bank, N.A. and J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP6

Summary

This agreement confirms the terms of a U.S. dollar interest rate swap between JPMorgan Chase Bank, N.A. and J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP6. Under this swap, one party pays a fixed interest rate and the other pays a floating rate based on LIBOR, with payments calculated on a notional amount tied to the trust's certificate balance. The agreement is effective from March 30, 2006, and will terminate in April 2043 or earlier if the notional amount reaches zero. The arrangement is governed by the 1992 ISDA Master Agreement and related trust documents.

EX-10.8 11 jp894878-ex10_8.txt CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP EXHIBIT 10.8 CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP TRANSACTION UNDER 1992 MASTER AGREEMENT Date: March 30, 2006 Our ref: 99500537 To: J.P. Morgan Chase Commercial From: JPMorgan Chase Bank, N.A. Mortgage Securities Trust 270 Park Avenue 2006-LDP6 6th Floor c/o Wells Fargo Bank, N.A. New York, New York 10017 9062 Old Annapolis Road Columbia, Maryland 21045-1951 Attn: Corporate Trust Services Contact: Andrew Taylor (CMBS), J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP6 Fax No: (410) 715-2380 Fax No: (212) 834-6598 Tel No: (212) 834-3813 Dear Sir/Madam, The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP6 and JPMorgan Chase Bank, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement"). The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Definitions or the Trust Agreement referred to below under "Credit Support Documents." This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement (including the Schedule thereto) dated as of March 30, 2006, as amended and supplemented from time to time (the "Agreement"), between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. In this Confirmation "Party A" means JPMorgan Chase Bank, N.A. and "Party B" means J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP6 (the trust established pursuant to the Trust Agreement, as defined herein). The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: For each Calculation Period, the Certificate Balance (as defined in the Trust Agreement) of the Commercial Mortgage Pass-Through Certificates, Series 2006-LDP6, Class A-3FL Regular Interest, issued by Party B under the Trust Agreement, as of the close of business on the Distribution Date (as defined in the Trust Agreement) occurring in such Calculation Period, except that the Notional Amount for the Initial Calculation Period shall be the Original Certificate Balance (as defined in the Trust Agreement) of the Commercial Mortgage Pass-Through Certificates, Series 2006-LDP6, Class A-3FL Regular Interest. For the avoidance of doubt, on the Effective Date, the Notional Amount is equal to $100,000,000 Trade Date: March 24, 2006 Effective Date: March 30, 2006 Termination Date: The earlier of: (a) the Rated Final Distribution Date (as defined in the Trust Agreement) in April of 2043; or (b) the date when the Notional Amount hereunder has been reduced to zero, in each case subject to adjustment in accordance with the Following Business Day Convention. Initial Accrual $434,355.55, to be paid on the Effective Date. Interest Payment by Party A to Party B: Initial Up-front Payment by Party B to Party A: $4,400, to be paid on the Effective Date. Fixed Amounts: Fixed Rate Payer: Party B Fixed Rate Payer The related Distribution Date, beginning on Payment Dates: April 15, 2006 and ending on the Termination Date. Fixed Rate: 5.392% per annum Fixed Rate Day 30/360 (without regard to the date of the Count Fraction: first day or last day of the Calculation Period). Initial Fixed Rate From and including March 1, 2006, through Calculation and including March 31, 2006. Period: Fixed Amount: For each Payment Date in respect of a Calculation Period, the lesser of: (1) the product of (a) the Fixed Rate, (b) the Fixed Rate Day Count Fraction and (c) the Notional Amount for such Calculation Period (the "Regular Fixed Amount"); or (2) the amount of funds available for such payment under the Trust Agreement (the "Available Fixed Amount"). Fixed Rate Payer The first day of each calendar month (with Period End Dates: no adjustments). Fixed Rate Payer For each Payment Date, the period from and Delayed Payment: including the immediately preceding Period End Date to, but excluding, such Payment Date. Fixed Rate For each Payment Date, the calendar month Calculation preceding such Payment Date during the Period: Term of this Swap Transaction. Additional Fixed For any Payment Date, the amount of any Amount: Yield Maintenance Charges (as defined in the Trust Agreement) paid in respect of the Class A-3FL Regular Interest on the related Distribution Date under the Trust Agreement. Floating Amounts: Floating Rate Payer: Party A Floating Rate Payer The Business Day prior to the related Payment Dates: Distribution Date, beginning on April 14, 2006 and ending on the Termination Date. Floating Rate for LIBOR plus the Spread. Initial Calculation Period: Floating Rate LIBOR, as defined and calculated under the Option: Trust Agreement; provided that for the Initial Floating Rate Calculation Period, the Floating Rate Option should be 4.82250%. Spread: 0.16% Floating Rate Day Actual/360 Count Fraction: Floating Rate For each Payment Date, the period from and Calculation including the Distribution Date in the Period: preceding calendar month (or the Closing Date (as defined in the Trust Agreement), in the case of the Initial Floating Rate Calculation Period), to, but excluding, the related Distribution Date, except that the final Calculation Period will end on, but exclude, the Termination Date. Initial Floating From and including the Closing Date to, but Rate Calculation excluding, April 17, 2006. Period: Floating Amount: For each Payment Date in respect of a Calculation Period, the lesser of: (1) an amount equal to the product of (a) the Floating Rate, (b) the Floating Rate Day Count Fraction and (c) the Notional Amount for such Calculation Period (the "Regular Floating Amount"); or (2) an amount equal to (a) the Regular Floating Amount minus (b) the excess of (i) the Regular Fixed Amount for such Payment Date over (ii) the Available Fixed Amount. Business Days: As defined in the Trust Agreement. Calculation Agent: Party B Other: For the avoidance of doubt, for purposes of Section 2(c) of the Agreement, any amounts payable by the Floating Rate Payer on a Floating Rate Payer Payment Date, and by the Fixed Rate Payer on the related Fixed Rate Payer Payment Date, shall be netted even though such dates may be different, and the party with the larger aggregate amount shall make the net payment on the related Payment Date. Recording of Conversations Each party to this Transaction acknowledges and agrees to the tape recording of conversations between the parties to this Transaction whether by one or other or both of the parties or their agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating to the Agreement and/or this Transaction. Credit Support With respect to Party B, the Pooling and Documents: Servicing Agreement, dated as of March 1, 2006, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, Inc., as master servicer No. 1, GMAC Commercial Mortgage Corporation, as master servicer No. 2, LNR Partners, Inc., as special servicer, and Wells Fargo Bank, N.A., as trustee and paying agent, as amended, modified, supplemented, restated or replaced from time to time (the "Trust Agreement"). Account Details: Account for Name: JPMorgan Chase Bank, N.A. payments to City: New York Party A: ABA: 021-000-021 Acct #: 999-97-341 Attn: Balance Guaranty Account for Name: Wells Fargo Bank, N.A., as Trustee payments to Party B: ABA# 121-000-248 Wells Fargo Bank, N.A. FBO: SAS Clearing 3970771416 for further credit to Acct #50898700 Ref: JP Morgan 2006-LDP6 6 Offices: The Office of Party A for this Transaction is: New York, NY The Office of Party B for this Transaction is: New York, NY Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by responding within three (3) Business Days by returning via telecopier an executed copy of this Confirmation to the attention of Andrew Taylor (fax no. (212) 834-6598). Failure to respond within such period shall not affect the validity or enforceability of this Transaction, and shall be deemed to be an affirmation of the terms and conditions contained herein, absent manifest error. JPMorgan Chase Bank, N.A. Accepted and confirmed as of the date first written: By: /s/ Andrew B. Taylor J.P. Morgan Chase Commercial Mortgage ----------------------------- Securities Trust 2006-LDP6 Name: Andrew B. Taylor Title: Vice President By: Wells Fargo Bank, N.A., not in its individual capacity, but solely as Trustee By:/s/ Ruth Fussell ----------------------- Name: Ruth Fussell Title: Vice President