Confirmation of U.S. Dollar Interest Rate Swap between JPMorgan Chase Bank, N.A. and J.P. Morgan Chase Commercial Mortgage Securities Trust 2008-C2

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 2008-C2, effective May 8, 2008. Under this swap, one party pays a fixed interest rate and the other pays a floating rate based on LIBOR plus a spread, with payments calculated on a notional amount tied to specific trust certificates. The agreement outlines payment schedules, calculation methods, and references the governing ISDA Master Agreement and related trust documents. The swap will terminate in February 2051 or when the notional amount reaches zero.

EX-10.6 9 jp12844819-ex10_6.txt CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP EXHIBIT 10.6 CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP TRANSACTION UNDER 1992 MASTER AGREEMENT Date: May 8, 2008 Our ref: 99502296 To: J.P. Morgan Chase Commercial From: JPMorgan Chase Bank, N.A. Mortgage Securities Trust 270 Park Avenue 2008-C2 6th Floor c/o LaSalle Bank National New York, New York 10017 Association 135 South LaSalle Street Mailcode: IL4-135-16-25 Chicago, Illinois 60603 Attn: LaSalle Global Trust Contact: Andrew Taylor Services-J.P. Morgan 2008-C2 Telecopy Fax No: (212) 834-6598 No: (312) 904-1085 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 Corp. Trust 2008-C2 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." 1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement (including the Schedule thereto) dated as of May 8, 2008, 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 2008-C2 (the trust established pursuant to the Trust Agreement, as defined herein). 2. 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 2008-C2, Class A-4FL 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 2008-C2, Class A-4FL Regular Interest. For the avoidance of doubt, on the Effective Date, the Notional Amount is equal to $145,000,000. Trade Date: May 8, 2008 Effective Date: May 8, 2008 Termination Date: The earlier of: (a) the Rated Final Distribution Date (as defined in the Trust Agreement) in February of 2051; 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 Interest Payment by Party A to Party B: $169,110, to be paid on the Effective Date. Initial Up-front Payment by Party B to Party A: $10,353, 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: June 12, 2008 and ending on the Termination Date. Fixed Rate: 5.998% 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 May 1, 2008, through and Calculation Period: including May 31, 2008. Fixed Amount: For each Payment Date in respect of a Fixed Rate 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 Fixed Rate 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 Period: preceding such Payment Date during the 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-4FL 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 June 11, 2008 and ending on the Termination Date. Floating Rate: LIBOR plus the Spread. 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 2.67375%. Spread: 1.5000% Floating Rate Day Count Fraction: Actual/360 Floating Rate For each Payment Date, the period from and Calculation Period: including the Distribution Date in the 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, June 12, 2008. Period: Floating Amount: For each Payment Date in respect of a Floating Rate 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 Floating Rate 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. 3. 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. 4. Credit Support With respect to Party B, the Pooling and Documents: Servicing Agreement, dated as of May 1, 2008, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, Inc., as master servicer no. 1, Wells Fargo Bank, N.A., as master servicer no. 2, CWCapital Asset Management LLC, as special servicer and LaSalle Bank National Association, as trustee and paying agent, as amended, modified, supplemented, restated or replaced from time to time (the "Trust Agreement"). 5. Account Details: Account for Name: JPMorgan Chase Bank, N.A. payments to City: New York Party A: ABA: 021-000-021 Acct #: 099-997-979 Attn: Balance Guaranty Account for Name: LaSalle Bank National Association, payments to as Paying Agent Party B: ABA: 071000505 LaSalle/CHGO/CTR/ BNF:/LASALLE TRUST for further credit to A/C # 725432.1 JPM 2008-C2 Attn: LaSalle Global Trust Services 6. Offices: The Office of Party A for this Transaction is: New York, NY The Office of Party B for this Transaction is: Chicago, IL 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. Accepted and confirmed as of the date first written: J.P. Morgan Chase Commercial Mortgage JPMorgan Chase Bank, N.A. Securities Trust 2008-C2 By: LaSalle Bank National Association, not in its individual capacity, but solely as Paying Agent By: /s/ Andrew B. Taylor By: /s/ Ann M. Kelly ------------------------------------ ------------------------------------ Name: Andrew B. Taylor Name: Ann M. Kelly Title: Managing Director Title: Assistant Vice President