EXHIBIT 10.8

(Multicurrency - Cross Border)

                                     ISDA(R)
                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                          dated as of December 21, 2006

    JPMORGAN CHASE BANK, N.A.         and       J.P. MORGAN CHASE COMMERCIAL
                                             MORTGAGE SECURITIES TRUST 2006-LDP9

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other
confirming evidence (each a "Confirmation") exchanged between the parties
confirming those Transactions.

Accordingly, the parties agree as follows: -

1.    Interpretation

(a)   Definitions. The terms defined in Section 14 and in the Schedule will
      have the meanings therein specified for the purpose of this Master
      Agreement.

(b)   Inconsistency. In the event of any inconsistency between the provisions
      of the Schedule and the other provisions of this Master Agreement, the
      Schedule will prevail. In the event of any inconsistency between the
      provisions of any Confirmation and this Master Agreement (including the
      Schedule), such Confirmation will prevail for the purpose of the
      relevant Transaction.

(c)   Single Agreement. All Transactions are entered into in reliance on the
      fact that this Master Agreement and all Confirmations form a single
      agreement between the parties (collectively referred to as this
      "Agreement"), and the parties would not otherwise enter into any
      Transactions.

2.    Obligations

(a)   General Conditions.

      (i)   Each party will make each payment or delivery specified in each
            Confirmation to be made by it, subject to the other provisions of
            this Agreement.

      (ii)  Payments under this Agreement will be made on the due date for
            value on that date in the place of the account specified in the
            relevant Confirmation or otherwise pursuant to this Agreement, in
            freely transferable funds and in the manner customary for
            payments in the required currency. Where settlement is by
            delivery (that is, other than by payment), such delivery will be
            made for receipt on the due date in the manner customary for the
            relevant obligation unless otherwise specified in the relevant
            Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
            (1) the condition precedent that no Event of Default or Potential
            Event of Default with respect to the other party has occurred and
            is continuing, (2) the condition precedent that no Early
            Termination Date in respect of the relevant Transaction has
            occurred or been effectively designated and (3) each other
            applicable condition precedent specified in this Agreement.

(b)   Change of Account. Either party may change its account for receiving a
      payment or delivery by giving notice to the other party at least five
      Local Business Days prior to the scheduled date for the payment or
      delivery to which such change applies unless such other party gives
      timely notice of a reasonable objection to such change.

(c)   Netting. If on any date amounts would otherwise be payable:-

      (i)   in the same currency; and

      (ii)  in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and
discharged and, if the aggregate amount that would otherwise have been
payable by one party exceeds the aggregate amount that would otherwise have
been payable by the other party, replaced by an obligation upon the party by
whom the larger aggregate amount would have been payable to pay to the other
party the excess of the larger aggregate amount over the smaller aggregate
amount.

The parties may elect in respect of two or more Transactions that a net
amount will be determined in respect of all amounts payable on the same date
in the same currency in respect of such Transactions, regardless of whether
such amounts are payable in respect of the same Transaction. The election may
be made in the Schedule or a Confirmation by specifying that
subparagraph (ii) above will not apply to the Transactions identified as
being subject to the election, together with the starting date (in which case
subparagraph (ii) above will not, or will cease to, apply to such
Transactions from such date). This election may be made separately for
different groups of Transactions and will apply separately to each pairing of
Offices through which the parties make and receive payments or deliveries.

(d)   Deduction or Withholding for Tax.

      (i)   Gross-Up. All payments under this Agreement will be made without
            any deduction or withholding for or on account of any Tax unless
            such deduction or withholding is required by any applicable law,
            as modified by the practice of any relevant governmental revenue
            authority, then in effect. If a party is so required to deduct or
            withhold, then that party ("X") will:

            (1)   promptly notify the other party ("Y") of such requirement;

            (2)   pay to the relevant authorities the full amount required to
                  be deducted or withheld (including the full amount required
                  to be deducted or withheld from any additional amount paid
                  by X to Y under this Section 2(d)) promptly upon the
                  earlier of determining that such deduction or withholding
                  is required or receiving notice that such amount has been
                  assessed against Y;

            (3)   promptly forward to Y an official receipt (or a certified
                  copy), or other documentation reasonably acceptable to Y,
                  evidencing such payment to such authorities; and

            (4)   if such Tax is an Indemnifiable Tax, pay to Y, in addition
                  to the payment to which Y is otherwise entitled under this
                  Agreement, such additional amount as is necessary to ensure
                  that the net amount actually received by Y (free and clear
                  of Indemnifiable Taxes, whether assessed against X or Y)
                  will equal the full amount Y would have received had no
                  such deduction or withholding been required. However, X
                  will not be required to pay any additional amount to Y to
                  the extent that it would not be required to be paid but for:

                  (A)   the failure by Y to comply with or perform any
                        agreement contained in Section 4(a)(i), 4(a)(iii) or
                        4(d); or

                  (B)   the failure of a representation made by Y pursuant to
                        Section 3(f) to be accurate and true unless such
                        failure would not have occurred but for (I) any
                        action taken by a taxing authority, or brought in a
                        court of competent jurisdiction, on or after the date
                        on which a Transaction is entered into (regardless of
                        whether such action is taken or brought with respect
                        to a party to this Agreement) or (II) a Change in Tax
                        Law.

      (ii)  Liability. If:

            (1)   X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding in respect of which X
                  would not be required to pay an additional amount to Y
                  under Section 2(d)(i)(4);

            (2)   X does not so deduct or withhold; and

            (3)   a liability resulting from such Tax is assessed directly
                  against X,

      then, except to the extent Y has satisfied or then satisfies the
      liability resulting from such Tax, Y will promptly pay to X the amount
      of such liability (including any related liability for interest, but
      including any related liability for penalties only if Y has failed to
      comply with or perform any agreement contained in Section 4(a)(i),
      4(a)(iii) or 4(d)).

(e)   Default Interest; Other Amounts. Prior to the occurrence or effective
      designation of an Early Termination Date in respect of the relevant
      Transaction, a party that defaults in the performance of any payment
      obligation will, to the extent permitted by law and subject to
      Section 6(c), be required to pay interest (before as well as after
      judgment) on the overdue amount to the other party on demand in the
      same currency as such overdue amount, for the period from (and
      including) the original due date for payment to (but excluding) the
      date of actual payment, at the Default Rate. Such interest will be
      calculated on the basis of daily compounding and the actual number of
      days elapsed. If, prior to the occurrence or effective designation of
      an Early Termination Date in respect of the relevant Transaction, a
      party defaults in the performance of any obligation required to be
      settled by delivery, it will compensate the other party on demand if
      and to the extent provided for in the relevant Confirmation or
      elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be
deemed to be repeated by each party on each date on which a Transaction is
entered into and, in the case of the representations in Section 3(f), at all
times until the termination of this Agreement) that:

(a)   Basic Representations.

      (i)   Status. It is duly organised and validly existing under the laws
            of the jurisdiction of its organisation or incorporation and, if
            relevant under such laws, in good standing;

      (ii)  Powers. It has the power to execute this Agreement and any other
            documentation relating to this Agreement to which it is a party,
            to deliver this Agreement and any other documentation relating to
            this Agreement that it is required by this Agreement to deliver
            and to perform its obligations under this Agreement and any
            obligations it has under any Credit Support Document to which it
            is a party and has taken all necessary action to authorise such
            execution, delivery and performance;

      (iii) No Violation or Conflict. Such execution, delivery and
            performance do not violate or conflict with any law applicable to
            it, any provision of its constitutional documents, any order or
            judgment of any court or other agency of government applicable to
            it or any of its assets or any contractual restriction binding on
            or affecting it or any of its assets;

      (iv)  Consents. All governmental and other consents that are required
            to have been obtained by it with respect to this Agreement or any
            Credit Support Document to which it is a party have been obtained
            and are in full force and effect and all conditions of any such
            consents have been complied with; and

      (v)   Obligations Binding. Its obligations under this Agreement and any
            Credit Support Document to which it is a party constitute its
            legal, valid and binding obligations, enforceable in accordance
            with their respective terms (subject to applicable bankruptcy,
            reorganisation, insolvency, moratorium or similar laws affecting
            creditors' rights generally and subject, as to enforceability, to
            equitable principles of general application (regardless of
            whether enforcement is sought in a proceeding in equity or at
            law)).

(b)   Absence of Certain Events. No Event of Default or Potential Event of
      Default or, to its knowledge, Termination Event with respect to it has
      occurred and is continuing and no such event or circumstance would
      occur as a result of its entering into or performing its obligations
      under this Agreement or any Credit Support Document to which it is a
      party.

(c)   Absence of Litigation. There is not pending or, to its knowledge,
      threatened against it or any of its Affiliates any action, suit or
      proceeding at law or in equity or before any court, tribunal,
      governmental body, agency or official or any arbitrator that is likely
      to affect the legality, validity or enforceability against it of this
      Agreement or any Credit Support Document to which it is a party or its
      ability to perform its obligations under this Agreement or such Credit
      Support Document.

(d)   Accuracy of Specified Information. All applicable information that is
      furnished in writing by or on behalf of it to the other party and is
      identified for the purpose of this Section 3(d) in the Schedule is, as
      of the date of the information, true, accurate and complete in every
      material respect.

(e)   Payer Tax Representation. Each representation specified in the Schedule
      as being made by it for the purpose of this Section 3(e) is accurate
      and true.

(f)   Payee Tax Representations. Each representation specified in the
      Schedule as being made by it for the purpose of this Section 3(f) is
      accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may
have any obligation under this Agreement or under any Credit Support Document
to which it is a party:

(a)   Furnish Specified Information. It will deliver to the other party or,
      in certain cases under subparagraph (iii) below, to such government or
      taxing authority as the other party reasonably directs:-

      (i)   any forms, documents or certificates relating to taxation
            specified in the Schedule or any Confirmation;

      (ii)  any other documents specified in the Schedule or any
            Confirmation; and

      (iii) upon reasonable demand by such other party, any form or document
            that may be required or reasonably requested in writing in order
            to allow such other party or its Credit Support Provider to make
            a payment under this Agreement or any applicable Credit Support
            Document without any deduction or withholding for or on account
            of any Tax or with such deduction or withholding at a reduced
            rate (so long as the completion, execution or submission of such
            form or document would not materially prejudice the legal or
            commercial position of the party in receipt of such demand), with
            any such form or document to be accurate and completed in a
            manner reasonably satisfactory to such other party and to be
            executed and to be delivered with any reasonably required
            certification,

in each case by the date specified in the Schedule or such Confirmation or,
if none is specified, as soon as reasonably practicable.

(b)   Maintain Authorisations. It will use all reasonable efforts to maintain
      in full force and effect all consents of any governmental or other
      authority that are required to be obtained by it with respect to this
      Agreement or any Credit Support Document to which it is a party and
      will use all reasonable efforts to obtain any that may become necessary
      in the future.

(c)   Comply with Laws. It will comply in all material respects with all
      applicable laws and orders to which it may be subject if failure so to
      comply would materially impair its ability to perform its obligations
      under this Agreement or any Credit Support Document to which it is a
      party.

(d)   Tax Agreement. It will give notice of any failure of a representation
      made by it under Section 3(f) to be accurate and true promptly upon
      learning of such failure.

(e)   Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
      levied or imposed upon it or in respect of its execution or performance
      of this Agreement by a jurisdiction in which it is incorporated,
      organised, managed and controlled, or considered to have its seat, or
      in which a branch or office through which it is acting for the purpose
      of this Agreement is located ("Stamp Tax Jurisdiction") and will
      indemnify the other party against any Stamp Tax levied or imposed upon
      the other party or in respect of the other party's execution or
      performance of this Agreement by any such Stamp Tax Jurisdiction which
      is not also a Stamp Tax Jurisdiction with respect to the other party.

5.    Events of Default and Termination Events

(a)   Events of Default. The occurrence at any time with respect to a party
      or, if applicable, any Credit Support Provider of such party or any
      Specified Entity of such party of any of the following events
      constitutes an event of default (an "Event of Default") with respect to
      such party:-

      (i)   Failure to Pay or Deliver. Failure by the party to make, when
            due, any payment under this Agreement or delivery under
            Section 2(a)(i) or 2(e) required to be made by it if such failure
            is not remedied on or before the third Local Business Day after
            notice of such failure is given to the party;

      (ii)  Breach of Agreement. Failure by the party to comply with or
            perform any agreement or obligation (other than an obligation to
            make any payment under this Agreement or delivery under
            Section 2(a)(i) or 2(e) or to give notice of a Termination Event
            or any agreement or obligation under Section 4(a)(i), 4(a)(iii)
            or 4(d)) to be complied with or performed by the party in
            accordance with this Agreement if such failure is not remedied on
            or before the thirtieth day after notice of such failure is given
            to the party;

      (iii) Credit Support Default.

            (1)   Failure by the party or any Credit Support Provider of such
                  party to comply with or perform any agreement or obligation
                  to be complied with or performed by it in accordance with
                  any Credit Support Document if such failure is continuing
                  after any applicable grace period has elapsed;

            (2)   the expiration or termination of such Credit Support
                  Document or the failing or ceasing of such Credit Support
                  Document to be in full force and effect for the purpose of
                  this Agreement (in either case other than in accordance
                  with its terms) prior to the satisfaction of all
                  obligations of such party under each Transaction to which
                  such Credit Support Document relates without the written
                  consent of the other party; or

            (3)   the party or such Credit Support Provider disaffirms,
                  disclaims, repudiates or rejects, in whole or in part, or
                  challenges the validity of, such Credit Support Document;

      (iv)  Misrepresentation. A representation (other than a representation
            under Section 3(e) or (f)) made or repeated or deemed to have
            been made or repeated by the party or any Credit Support Provider
            of such party in this Agreement or any Credit Support Document
            proves to have been incorrect or misleading in any material
            respect when made or repeated or deemed to have been made or
            repeated;

      (v)   Default under Specified Transaction. The party, any Credit
            Support Provider of such party or any applicable Specified Entity
            of such party (1) defaults under a Specified Transaction and,
            after giving effect to any applicable notice requirement or grace
            period, there occurs a liquidation of, an acceleration of
            obligations under, or an early termination of, that Specified
            Transaction, (2) defaults, after giving effect to any applicable
            notice requirement or grace period, in making any payment or
            delivery due on the last payment, delivery or exchange date of,
            or any payment on early termination of, a Specified Transaction
            (or such default continues for at least three Local Business Days
            if there is no applicable notice requirement or grace period) or
            (3) disaffirms, disclaims, repudiates or rejects, in whole or in
            part, a Specified Transaction (or such action is taken by any
            person or entity appointed or empowered to operate it or act on
            its behalf);

      (vi)  Cross Default. If "Cross Default" is specified in the Schedule as
            applying to the party, the occurrence or existence of (1) a
            default, event of default or other similar condition or event
            (however described) in respect of such party, any Credit Support
            Provider of such party or any applicable Specified Entity of such
            party under one or more agreements or instruments relating to
            Specified Indebtedness of any of them (individually or
            collectively) in an aggregate amount of not less than the
            applicable Threshold Amount (as specified in the Schedule) which
            has resulted in such Specified Indebtedness becoming, or becoming
            capable at such time of being declared, due and payable under
            such agreements or instruments, before it would otherwise have
            been due and payable or (2) a default by such party, such Credit
            Support Provider or such Specified Entity (individually or
            collectively) in making one or more payments on the due date
            thereof in an aggregate amount of not less than the applicable
            Threshold Amount under such agreements or instruments (after
            giving effect to any applicable notice requirement or grace
            period);

      (vii) Bankruptcy. The party, any Credit Support Provider of such party
            or any applicable Specified Entity of such party:

                  (1) is dissolved (other than pursuant to a consolidation,
                  amalgamation or merger); (2) becomes insolvent or is unable
                  to pay its debts or fails or admits in writing its
                  inability generally to pay its debts as they become due;
                  (3) makes a general assignment, arrangement or composition
                  with or for the benefit of its creditors; (4) institutes or
                  has instituted against it a proceeding seeking a judgment
                  of insolvency or bankruptcy or any other relief under any
                  bankruptcy or insolvency law or other similar law affecting
                  creditors' rights, or a petition is presented for its
                  winding-up or liquidation, and, in the case of any such
                  proceeding or petition instituted or presented against it,
                  such proceeding or petition (A) results in a judgment of
                  insolvency or bankruptcy or the entry of an order for
                  relief or the making of an order for its winding-up or
                  liquidation or (B) is not dismissed, discharged, stayed or
                  restrained in each case within 30 days of the institution
                  or presentation thereof; (5) has a resolution passed for
                  its winding-up, official management or liquidation (other
                  than pursuant to a consolidation, amalgamation or merger);
                  (6) seeks or becomes subject to the appointment of an
                  administrator, provisional liquidator, conservator,
                  receiver, trustee, custodian or other similar official for
                  it or for all or substantially all its assets; (7) has a
                  secured party take possession of all or substantially all
                  its assets or has a distress, execution, attachment,
                  sequestration or other legal process levied, enforced or
                  sued on or against all or substantially all its assets and
                  such secured party maintains possession, or any such
                  process is not dismissed, discharged, stayed or restrained,
                  in each case within 30 days thereafter; (8) causes or is
                  subject to any event with respect to it which, under the
                  applicable laws of any jurisdiction, has an analogous
                  effect to any of the events specified in clauses (1) to (7)
                  (inclusive); or (9) takes any action in furtherance of, or
                  indicating its consent to, approval of, or acquiescence in,
                  any of the foregoing acts; or

     (viii) Merger Without Assumption. The party or any Credit Support
            Provider of such party consolidates or amalgamates with, or
            merges with or into, or transfers all or substantially all its
            assets to, another entity and, at the time of such consolidation,
            amalgamation, merger or transfer:

            (1)   the resulting, surviving or transferee entity fails to
                  assume all the obligations of such party or such Credit
                  Support Provider under this Agreement or any Credit Support
                  Document to which it or its predecessor was a party by
                  operation of law or pursuant to an agreement reasonably
                  satisfactory to the other party to this Agreement; or

            (2)   the benefits of any Credit Support Document fail to extend
                  (without the consent of the other party) to the performance
                  by such resulting, surviving or transferee entity of its
                  obligations under this Agreement.

(b)   'Termination Events. The occurrence at any time with respect to a party
      or, if applicable, any Credit Support Provider of such party or any
      Specified Entity of such party of any event specified below constitutes
      an Illegality if the event is specified in (i) below, a Tax Event if
      the event is specified in (ii) below or a Tax Event Upon Merger if the
      event is specified in (iii) below, and, if specified to be applicable,
      a Credit Event Upon Merger if the event is specified pursuant to (iv)
      below or an Additional Termination Event if the event is specified
      pursuant to (v) below:-

      (i)   Illegality. Due to the adoption of, or any change in, any
            applicable law after the date on which a Transaction is entered
            into, or due to the promulgation of, or any change in, the
            interpretation by any court, tribunal or regulatory authority
            with competent jurisdiction of any applicable law after such
            date, it becomes unlawful (other than as a result of a breach by
            the party of Section 4(b)) for such party (which will be the
            Affected Party):

            (1)   to perform any absolute or contingent obligation to make a
                  payment or delivery or to receive a payment or delivery in
                  respect of such Transaction or to comply with any other
                  material provision of this Agreement relating to such
                  Transaction; or

            (2)   to perform, or for any Credit Support Provider of such
                  party to perform, any contingent or other obligation which
                  the party (or such Credit Support Provider) has under any
                  Credit Support Document relating to such Transaction;

      (ii)  Tax Event. Due to (x) any action taken by a taxing authority, or
            brought in a court of competent jurisdiction, on or after the
            date on which a Transaction is entered into (regardless of
            whether such action is taken or brought with respect to a party
            to this Agreement) or (y) a Change in Tax Law, the party (which
            will be the Affected Party) will, or there is a substantial
            likelihood that it will, on the next succeeding Scheduled Payment
            Date (1) be required to pay to the other party an additional
            amount in respect of an Indemnifiable Tax under
            Section 2(d)(i)(4) (except in respect of interest under
            Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from
            which an amount is required to be deducted or withheld for or on
            account of a Tax (except in respect of interest under
            Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
            required to be paid in respect of such Tax under
            Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
            or (B));

      (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the
            next succeeding Scheduled Payment Date will either (1) be
            required to pay an additional amount in respect of an
            Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of
            interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
            payment from which an amount has been deducted or withheld for or
            on account of any Indemnifiable Tax in respect of which the other
            party is not required to pay an additional amount (other than by
            reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
            result of a party consolidating or amalgamating with, or merging
            with or into, or transferring all or substantially all its assets
            to, another entity (which will be the Affected Party) where such
            action does not constitute an event described in
            Section 5(a)(viii);

      (iv)  Credit Event Upon Merger. If "Credit Event Upon Merger" is
            specified in the Schedule as applying to the party, such party
            ("X"), any Credit Support Provider of X or any applicable
            Specified Entity of X consolidates or amalgamates with, or merges
            with or into, or transfers all or substantially all its assets
            to, another entity and such action does not constitute an event
            described in Section 5(a)(viii) but the creditworthiness of the
            resulting, surviving or transferee entity is materially weaker
            than that of X, such Credit Support Provider or such Specified
            Entity, as the case may be, immediately prior to such action
            (and, in such event, X or its successor or transferee, as
            appropriate, will be the Affected Party); or

      (v)   Additional Termination Event. If any "Additional Termination
            Event" is specified in the Schedule or any Confirmation as
            applying, the occurrence of such event (and, in such event, the
            Affected Party or Affected Parties shall be as specified for such
            Additional Termination Event in the Schedule or such
            Confirmation).

(c)   Event of Default and Illegality. If an event or circumstance which
      would otherwise constitute or give rise to an Event of Default also
      constitutes an Illegality, it will be treated as an Illegality and will
      not constitute an Event of Default.

6.    Early Termination

(a)   Right to Terminate Following Event of Default. If at any time an Event
      of Default with respect to a party (the "Defaulting Party") has
      occurred and is then continuing, the other party (the "Non-defaulting
      Party") may, by not more than 20 days notice to the Defaulting Party
      specifying the relevant Event of Default, designate a day not earlier
      than the day such notice is effective as an Early Termination Date in
      respect of all outstanding Transactions. If, however, "Automatic Early
      Termination" is specified in the Schedule as applying to a party, then
      an Early Termination Date in respect of all outstanding Transactions
      will occur immediately upon the occurrence with respect to such party
      of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
      or, to the extent analogous thereto, (8), and as of the time
      immediately preceding the institution of the relevant proceeding or the
      presentation of the relevant petition upon the occurrence with respect
      to such party of an Event of Default specified in Section 5(a)(vii)(4)
      or, to the extent analogous thereto, (8).

(b)   Right to Terminate Following Termination Event.

      (i)   Notice. If a Termination Event occurs, an Affected Party will,
            promptly upon becoming aware of it, notify the other party,
            specifying the nature of that Termination Event and each Affected
            Transaction and will also give such other information about that
            Termination Event as the other party may reasonably require.

      (ii)  Transfer to Avoid Termination Event. If either an Illegality
            under Section 5(b)(i)(1) or a Tax Event occurs and there is only
            one Affected Party, or if a Tax Event Upon Merger occurs and the
            Burdened Party is the Affected Party, the Affected Party will, as
            a condition to its right to designate an Early Termination Date
            under Section 6(b)(iv), use all reasonable efforts (which will
            not require such party to incur a loss, excluding immaterial,
            incidental expenses) to transfer within 20 days after it gives
            notice under Section 6(b)(i) all its rights and obligations under
            this Agreement in respect of the Affected Transactions to another
            of its Offices or Affiliates so that such Termination Event
            ceases to exist.

            If the Affected Party is not able to make such a transfer it will
            give notice to the other party to that effect within such 20 day
            period, whereupon the other party may effect such a transfer
            within 30 days after the notice is given under Section 6(b)(i).

            Any such transfer by a party under this Section 6(b)(ii) will be
            subject to and conditional upon the prior written consent of the
            other party, which consent will not be withheld if such other
            party's policies in effect at such time would permit it to enter
            into transactions with the transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1)
            or a Tax Event occurs and there are two Affected Parties, each
            party will use all reasonable efforts to reach agreement within
            30 days after notice thereof is given under Section 6(b)(i) on
            action to avoid that Termination Event.

      (iv)  Right to Terminate. If:

            (1)   a transfer under Section 6(b)(ii) or an agreement under
                  Section 6(b)(iii), as the case may be, has not been
                  effected with respect to all Affected Transactions within
                  30 days after an Affected Party gives notice under
                  Section 6(b)(i); or

            (2)   an Illegality under Section 5(b)(i)(2), a Credit Event Upon
                  Merger or an Additional Termination Event occurs, or a Tax
                  Event Upon Merger occurs and the Burdened Party is not the
                  Affected Party,

      either party in the case of an Illegality, the Burdened Party in the
      case of a Tax Event Upon Merger, any Affected Party in the case of a
      Tax Event or an Additional Termination Event if there is more than one
      Affected Party, or the party which is not the Affected Party in the
      case of a Credit Event Upon Merger or an Additional Termination Event
      if there is only one Affected Party may, by not more than 20 days
      notice to the other party and provided that the relevant Termination
      Event is then continuing, designate a day not earlier than the day such
      notice is effective as an Early Termination Date in respect of all
      Affected Transactions.

(c)   Effect of Designation.

      (i)   If notice designating an Early Termination Date is given under
            Section 6(a) or (b), the Early Termination Date will occur on the
            date so designated, whether or not the relevant Event of Default
            or Termination Event is then continuing.

      (ii)  Upon the occurrence or effective designation of an Early
            Termination Date, no further payments or deliveries under
            Section 2(a)(i) or 2(e) in respect of the Terminated Transactions
            will be required to be made, but without prejudice to the other
            provisions of this Agreement. The amount, if any, payable in
            respect of an Early Termination Date shall be determined pursuant
            to Section 6(e).

(d)   Calculations.

      (i)   Statement. On or as soon as reasonably practicable following the
            occurrence of an Early Termination Date, each party will make the
            calculations on its part, if any, contemplated by Section 6(e)
            and will provide to the other party a statement (1) showing, in
            reasonable detail, such calculations (including all relevant
            quotations and specifying any amount payable under Section 6(e))
            and (2) giving details of the relevant account to which any
            amount payable to it is to be paid. In the absence of written
            confirmation from the source of a quotation obtained in
            determining a Market Quotation, the records of the party
            obtaining such quotation will be conclusive evidence of the
            existence and accuracy of such quotation.

      (ii)  Payment Date. An amount calculated as being due in respect of any
            Early Termination Date under Section 6(e) will be payable on the
            day that notice of the amount payable is effective (in the case
            of an Early Termination Date which is designated or occurs as a
            result of an Event of Default) and on the day which is two Local
            Business Days after the day on which notice of the amount payable
            is effective (in the case of an Early Termination Date which is
            designated as a result of a Termination Event). Such amount will
            be paid together with (to the extent permitted under applicable
            law) interest thereon (before as well as after judgment) in the
            Termination Currency, from (and including) the relevant Early
            Termination Date to (but excluding) the date such amount is paid,
            at the Applicable Rate. Such interest will be calculated on the
            basis of daily compounding and the actual number of days elapsed.

(e)   Payments on Early Termination. If an Early Termination Date occurs, the
      following provisions shall apply based on the parties' election in the
      Schedule of a payment measure, either "Market Quotation" or "Loss", and
      a payment method, either the "First Method" or the "Second Method". If
      the parties fail to designate a payment measure or payment method in
      the Schedule, it will be deemed that "Market Quotation" or the "Second
      Method", as the case may be, shall apply. The amount, if any, payable
      in respect of an Early Termination Date and determined pursuant to this
      Section will be subject to any Set-off.

      (i)   Events of Default. If the Early Termination Date results from an
            Event of Default:

            (1)   First Method and Market Quotation. If the First Method and
                  Market Quotation apply, the Defaulting Party will pay to
                  the Non-defaulting Party the excess, if a positive number,
                  of (A) the sum of the Settlement Amount (determined by the
                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party over
                  (B) the Termination Currency Equivalent of the Unpaid
                  Amounts owing to the Defaulting Party.

            (2)   First Method and Loss. If the First Method and Loss apply,
                  the Defaulting Party will pay to the Non-defaulting Party,
                  if a positive number, the Non-defaulting Party's Loss in
                  respect of this Agreement.

            (3)   Second Method and Market Quotation. If the Second Method
                  and Market Quotation apply, an amount will be payable equal
                  to (A) the sum of the Settlement Amount (determined by the
                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party less
                  (B) the Termination Currency Equivalent of the Unpaid
                  Amounts owing to the Defaulting Party. If that amount is a
                  positive number, the Defaulting Party will pay it to the
                  Non-defaulting Party; if it is a negative number, the
                  Non-defaulting Party will pay the absolute value of that
                  amount to the Defaulting Party.

            (4)   Second Method and Loss. If the Second Method and Loss
                  apply, an amount will be payable equal to the
                  Non-defaulting Party's Loss in respect of this Agreement.
                  If that amount is a positive number, the Defaulting Party
                  will pay it to the Non-defaulting Party; if it is a
                  negative number, the Non-defaulting Party will pay the
                  absolute value of that amount to the Defaulting Party.

      (ii)  Termination Events. If the Early Termination Date results from a
            Termination Event:

            (1)   One Affected Party. If there is one Affected Party, the
                  amount payable will be determined in accordance with
                  Section 6(e)(i)(3), if Market Quotation applies, or
                  Section 6(e)(i)(4), if Loss applies, except that, in either
                  case, references to the Defaulting Party and to the
                  Non-defaulting Party will be deemed to be references to the
                  Affected Party and the party which is not the Affected
                  Party, respectively, and, if Loss applies and fewer than
                  all the Transactions are being terminated, Loss shall be
                  calculated in respect of all Terminated Transactions.

            (2)   Two Affected Parties. If there are two Affected Parties:

                  (A)   if Market Quotation applies, each party will
                        determine a Settlement Amount in respect of the
                        Terminated Transactions, and an amount will be
                        payable equal to (I) the sum of (a) one-half of the
                        difference between the Settlement Amount of the party
                        with the higher Settlement Amount ("X") and the
                        Settlement Amount of the party with the lower
                        Settlement Amount ("Y") and (b) the Termination
                        Currency Equivalent of the Unpaid Amounts owing to X
                        less (II) the Termination Currency Equivalent of the
                        Unpaid Amounts owing to Y; and

                  (B)   if Loss applies, each party will determine its Loss
                        in respect of this Agreement (or, if fewer than all
                        the Transactions are being terminated, in respect of
                        all Terminated Transactions) and an amount will be
                        payable equal to one-half of the difference between
                        the Loss of the party with the higher Loss ("X") and
                        the Loss of the party with the lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X;
            if it is a negative number, X will pay the absolute value of that
            amount to Y.

      (iii) Adjustment for Bankruptcy. In circumstances where an Early
            Termination Date occurs because "Automatic Early Termination"
            applies in respect of a party, the amount determined under this
            Section 6(e) will be subject to such adjustments as are
            appropriate and permitted by law to reflect any payments or
            deliveries made by one party to the other under this Agreement
            (and retained by such other party) during the period from the
            relevant Early Termination Date to the date for payment
            determined under Section 6(d)(ii).

      (iv)  Pre-Estimate. The parties agree that if Market Quotation applies
            an amount recoverable under this Section 6(e) is a reasonable
            pre-estimate of loss and not a penalty. Such amount is payable
            for the loss of bargain and the loss of protection against future
            risks and except as otherwise provided in this Agreement neither
            party will be entitled to recover any additional damages as a
            consequence of such losses.

7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that:

(a)   a party may make such a transfer of this Agreement pursuant to a
      consolidation or amalgamation with, or merger with or into, or transfer
      of all or substantially all its assets to, another entity (but without
      prejudice to any other right or remedy under this Agreement); and

(b)   a party may make such a transfer of all or any part of its interest in
      any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8.    Contractual Currency

(a)   Payment in the Contractual Currency. Each payment under this Agreement
      will be made in the relevant currency specified in this Agreement for
      that payment (the "Contractual Currency"). To the extent permitted by
      applicable law, any obligation to make payments under this Agreement in
      the Contractual Currency will not be discharged or satisfied by any
      tender in any currency other than the Contractual Currency, except to
      the extent such tender results in the actual receipt by the party to
      which payment is owed, acting in a reasonable manner and in good faith
      in converting the currency so tendered into the Contractual Currency,
      of the full amount in the Contractual Currency of all amounts payable
      in respect of this Agreement. If for any reason the amount in the
      Contractual Currency so received falls short of the amount in the
      Contractual Currency payable in respect of this Agreement, the party
      required to make the payment will, to the extent permitted by
      applicable law, immediately pay such additional amount in the
      Contractual Currency as may be necessary to compensate for the
      shortfall. If for any reason the amount in the Contractual Currency so
      received exceeds the amount in the Contractual Currency payable in
      respect of this Agreement, the party receiving the payment will refund
      promptly the amount of such excess.

(b)   Judgments. To the extent permitted by applicable law, if any judgment
      or order expressed in a currency other than the Contractual Currency is
      rendered (i) for the payment of any amount owing in respect of this
      Agreement, (ii) for the payment of any amount relating to any early
      termination in respect of this Agreement or (iii) in respect of a
      judgment or order of another court for the payment of any amount
      described in (i) or (ii) above, the party seeking recovery, after
      recovery in full of the aggregate amount to which such party is
      entitled pursuant to the judgment or order, will be entitled to receive
      immediately from the other party the amount of any shortfall of the
      Contractual Currency received by such party as a consequence of sums
      paid in such other currency and will refund promptly to the other party
      any excess of the Contractual Currency received by such party as a
      consequence of sums paid in such other currency if such shortfall or
      such excess arises or results from any variation between the rate of
      exchange at which the Contractual Currency is converted into the
      currency of the judgment or order for the purposes of such judgment or
      order and the rate of exchange at which such party is able, acting in a
      reasonable manner and in good faith in converting the currency received
      into the Contractual Currency, to purchase the Contractual Currency
      with the amount of the currency of the judgment or order actually
      received by such party. The term "rate of exchange" includes, without
      limitation, any premiums and costs of exchange payable in connection
      with the purchase of or conversion into the Contractual Currency.

(c)   Separate Indemnities. To the extent permitted by applicable law, these
      indemnities constitute separate and independent obligations from the
      other obligations in this Agreement, will be enforceable as separate
      and independent causes of action, will apply notwithstanding any
      indulgence granted by the party to which any payment is owed and will
      not be affected by judgment being obtained or claim or proof being made
      for any other sums payable in respect of this Agreement.

(d)   Evidence of Loss. For the purpose of this Section 8, it will be
      sufficient for a party to demonstrate that it would have suffered a
      loss had an actual exchange or purchase been made.

9.    Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
      understanding of the parties with respect to its subject matter and
      supersedes all oral communication and prior writings with respect
      thereto.

(b)   Amendments. No amendment, modification or waiver in respect of this
      Agreement will be effective unless in writing (including a writing
      evidenced by a facsimile transmission) and executed by each of the
      parties or confirmed by an exchange of telexes or electronic messages
      on an electronic messaging system.

(c)   Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
      6(c)(ii), the obligations of the parties under this Agreement will
      survive the termination of any Transaction.

(d)   Remedies Cumulative. Except as provided in this Agreement, the rights,
      powers, remedies and privileges provided in this Agreement are
      cumulative and not exclusive of any rights, powers, remedies and
      privileges provided by law.

(e)   Counterparts and Confirmations.

      (i)   This Agreement (and each amendment, modification and waiver in
            respect of it) may be executed and delivered in counterparts
            (including by facsimile transmission), each of which will be
            deemed an original.

      (ii)  The parties intend that they are legally bound by the terms of
            each Transaction from the moment they agree to those terms
            (whether orally or otherwise). A Confirmation shall he entered
            into as soon as practicable and may he executed and delivered in
            counterparts (including by facsimile transmission) or be created
            by an exchange of telexes or by an exchange of electronic
            messages on an electronic messaging system, which in each case
            will be sufficient for all purposes to evidence a binding
            supplement to this Agreement. The parties will specify therein or
            through another effective means that any such counterpart, telex
            or electronic message constitutes a Confirmation.

(f)   No Waiver of Rights. A failure or delay in exercising any right, power
      or privilege in respect of this Agreement will not be presumed to
      operate as a waiver, and a single or partial exercise of any right,
      power or privilege will not be presumed to preclude any subsequent or
      further exercise, of that right, power or privilege or the exercise of
      any other right, power or privilege.

(g)   Headings. The headings used in this Agreement are for convenience of
      reference only and are not to affect the construction of or to be taken
      into consideration in interpreting this Agreement.

10.   Offices; Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party
      that enters into a Transaction through an Office other than its head or
      home office represents to the other party that, notwithstanding the
      place of booking office or jurisdiction of incorporation or
      organisation of such party, the obligations of such party are the same
      as if it had entered into the Transaction through its head or home
      office. This representation will be deemed to be repeated by such party
      on each date on which a Transaction is entered into.

(b)   Neither party may change the Office through which it makes and receives
      payments or deliveries for the purpose of a Transaction without the
      prior written consent of the other party.

(c)   If a party is specified as a Multibranch Party in the Schedule, such
      Multibranch Party may make and receive payments or deliveries under any
      Transaction through any Office listed in the Schedule, and the Office
      through which it makes and receives payments or deliveries with respect
      to a Transaction will be specified in the relevant Confirmation.

11.   Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document to which the Defaulting Party is a party or by reason of the early
termination of any Transaction, including, but not limited to, costs of
collection.

12.   Notices

(a)   Effectiveness. Any notice or other communication in respect of this
      Agreement may be given in any manner set forth below (except that a
      notice or other communication under Section 5 or 6 may not be given by
      facsimile transmission or electronic messaging system) to the address
      or number or in accordance with the electronic messaging system details
      provided (see the Schedule) and will be deemed effective as indicated:-

      (i)   if in writing and delivered in person or by courier, on the date
            it is delivered;

      (ii)  if sent by telex, on the date the recipient's answerback is
            received;

      (iii) if sent by facsimile transmission, on the date that transmission
            is received by a responsible employee of the recipient in legible
            form (it being agreed that the burden of proving receipt will be
            on the sender and will not be met by a transmission report
            generated by the sender's facsimile machine);

      (iv)  if sent by certified or registered mail (airmail, if overseas) or
            the equivalent (return receipt requested), on the date that mail
            is delivered or its delivery is attempted; or

      (v)   if sent by electronic messaging system, on the date that
            electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered
(or attempted) or received, as applicable, after the close of business on a
Local Business Day, in which case that communication shall be deemed given
and effective on the first following day that is a Local Business Day.

(b)   Change of Addresses. Either party may by notice to the other change the
      address, telex or facsimile number or electronic messaging system
      details at which notices or other communications are to be given to it.

13.   Governing Law and Jurisdiction

(a)   Governing Law. This Agreement will be governed by and construed in
      accordance with the law specified in the Schedule.

(b)   Jurisdiction. With respect to any suit, action or proceedings relating
      to this Agreement ("Proceedings"), each party irrevocably:-

      (i)   submits to the jurisdiction of the English courts, if this
            Agreement is expressed to be governed by English law, or to the
            non-exclusive jurisdiction of the courts of the State of New York
            and the United States District Court located in the Borough of
            Manhattan in New York City, if this Agreement is expressed to be
            governed by the laws of the State of New York; and

      (ii)  waives any objection which it may have at any time to the laying
            of venue of any Proceedings brought in any such court, waives any
            claim that such Proceedings have been brought in an inconvenient
            forum and further waives the right to object, with respect to
            such Proceedings, that such court does not have any jurisdiction
            over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be
governed by English law, the Contracting States, as defined in Section 1(3)
of the Civil Jurisdiction and Judgments Act 1982 or any modification,
extension or re-enactment thereof for the time being in force) nor will the
bringing of Proceedings in any one or more jurisdictions preclude the
bringing of Proceedings in any other jurisdiction.

(c)   Service of Process. Each party irrevocably appoints the Process Agent
      (if any) specified opposite its name in the Schedule to receive, for it
      and on its behalf, service of process in any Proceedings. If for any
      reason any party's Process Agent is unable to act as such, such party
      will promptly notify the other party and within 30 days appoint a
      substitute process agent acceptable to the other party. The parties
      irrevocably consent to service of process given in the manner provided
      for notices in Section 12. Nothing in this Agreement will affect the
      right of either party to serve process in any other manner permitted by
      law.

(d)   Waiver of Immunities. Each party irrevocably waives, to the fullest
      extent permitted by applicable law, with respect to itself and its
      revenues and assets (irrespective of their use or intended use), all
      immunity on the grounds of sovereignty or other similar grounds from
      (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
      injunction, order for specific performance or for recovery of property,
      (iv) attachment of its assets (whether before or after judgment) and
      (v) execution or enforcement of any judgment to which it or its
      revenues or assets might otherwise be entitled in any Proceedings in
      the courts of any jurisdiction and irrevocably agrees, to the extent
      permitted by applicable law, that it will not claim any such immunity
      in any Proceedings.

14.   Definitions

As used in this Agreement:-

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and
(b) with respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control"
of any entity or person means ownership of a majority of the voting power of
the entity or person.

"Applicable Rate" means:-

(a)   in respect of obligations payable or deliverable (or which would have
      been but for Section 2(a)(iii)) by a Defaulting Party. the Default Rate;

(b)   in respect of an obligation to pay an amount under Section 6(e) of
      either party from and after the date (determined in accordance with
      Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c)   in respect of all other obligations payable or deliverable (or which
      would have been but for Section 2(a)(iii)) by a Non-defaulting Party,
      the Non-default Rate; and

(d)   in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after
the date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with
Section 6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(h).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to
such recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of
such jurisdiction, or being or having been organised, present or engaged in a
trade or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding
a connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under,
or enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case
of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which
commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) (a) in relation to any obligation
under Section 2(a)(i), in the place(s) specified in the relevant Confirmation
or, if not so specified, as otherwise agreed by the parties in writing or
determined pursuant to provisions contained, or incorporated by reference, in
this Agreement, (b) in relation to any other payment, in the place where the
relevant account is located and, if different, in the principal financial
centre, if any, of the currency of such payment, (c) in relation to any
notice or other communication, including notice contemplated under
Section 5(a)(i), in the city specified in the address for notice provided by
the recipient and, in the case of a notice contemplated by Section 2(b), in
the place where the relevant new account is to be located and (d) in relation
to Section 5(a)(v)(2), in the relevant locations for performance with respect
to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading
position (or any gain resulting from any of them). Loss includes losses and
costs (or gains) in respect of any payment or delivery required to have been
made (assuming satisfaction of each applicable condition precedent) on or
before the relevant Early Termination Date and not made, except, so as to
avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.
Loss does not include a party's legal fees and out-of-pocket expenses
referred to under Section 11. A party will determine its Loss as of the
relevant Early Termination Date, or, if that is not reasonably practicable,
as of the earliest date thereafter as is reasonably practicable. A party may
(but need not) determine its Loss by reference to quotations of relevant
rates or prices from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an
amount, if any, that would be paid to such party (expressed as a negative
number) or by such party (expressed as a positive number) in consideration of
an agreement between such party (taking into account any existing Credit
Support Document with respect to the obligations of such party) and the
quoting Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transaction or group of Terminated Transactions
that would, but for the occurrence of the relevant Early Termination Date,
have been required after that date. For this purpose, Unpaid Amounts in
respect of the Terminated Transaction or group of Terminated Transactions are
to be excluded but, without limitation, any payment or delivery that would,
but for the relevant Early Termination Date, have been required (assuming
satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction would be
subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the
extent reasonably practicable as of the same day and time (without regard to
different time zones) on or as soon as reasonably practicable after the
relevant Early Termination Date. The day and time as of which those
quotations are to be obtained will be selected in good faith by the party
obliged to make a determination under Section 6(e), and, if each party is so
obliged, after consultation with the other. If more than three quotations are
provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose, if more than one quotation has the same highest value or lowest
value, then one of such quotations shall be disregarded. If fewer than three
quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head
or home office.

"Potential Event of Default" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions
(a) in which the party is incorporated, organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention
or withholding or similar right or requirement to which the payer of an
amount under Section 6 is entitled or subject (whether arising under this
Agreement, another contract, applicable law or otherwise) that is exercised
by, or imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:

(a)   the Termination Currency Equivalent of the Market Quotations (whether
      positive or negative) for each Terminated Transaction or group of
      Terminated Transactions for which a Market Quotation is determined; and

(b)   such party's Loss (whether positive or negative and without reference
      to any Unpaid Amounts) for each Terminated Transaction or group of
      Terminated Transactions for which a Market Quotation cannot be
      determined or would not (in the reasonable belief of the party making
      the determination) produce a commercially reasonable result.

"Specified Entity" has the meanings specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety
or otherwise) in respect of borrowed money.

"Specified Transaction "means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter
entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is
a rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or any
other similar transaction (including any option with respect to any of these
transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the
relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto)
that is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation
or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date
(a) if resulting from a Termination Event, all Affected Transactions and
(b) if resulting from an Event of Default, all Transactions (in either case)
in effect immediately before the effectiveness of the notice designating that
Early Termination Date (or, if "Automatic Early Termination" applies,
immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by
the party making the relevant determination as being required to purchase
such amount of such Other Currency as at the relevant Early Termination Date,
or, if the relevant Market Quotation or Loss (as the case may be), is
determined as of a later date, that later date, with the Termination Currency
at the rate equal to the spot exchange rate of the foreign exchange agent
(selected as provided below) for the purchase of such Other Currency with the
Termination Currency at or about 11:00 a.m. (in the city in which such
foreign exchange agent is located) on such date as would be customary for the
determination of such a rate for the purchase of such Other Currency for
value on the relevant Early Termination Date or that later date. The foreign
exchange agent will, if only one party is obliged to make a determination
under Section 6(e), be selected in good faith by that party and otherwise
will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for
Section 2(a)(iii)) required to be settled by delivery to such party on or
prior to such Early Termination Date and which has not been so settled as at
such Early Termination Date, an amount equal to the fair market value of that
which was (or would have been) required to be delivered as of the originally
scheduled date for delivery, in each case together with (to the extent
permitted under applicable law) interest, in the currency of such amounts,
from (and including) the date such amounts or obligations were or would have
been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b)
above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page
of this document.

                                         J.P. MORGAN CHASE COMMERCIAL MORTGAGE
JPMORGAN CHASE BANK, N.A.                SECURITIES TRUST 2006-LDP9
---------------------------------------  ---------------------------------------
            (Name of Party)                          (Name of Party)

                                         By: LaSalle Bank National Association,
                                         not in its individual capacity, but
                                         solely as Trustee

By: /s/ Andrew B. Taylor                 By: /s/ Andy Streepey
   ------------------------------------     ------------------------------------
   Name:  Andrew B. Taylor                  Name:  Andy Streepey
   Title: Vice President                    Title: Assistant Vice President
   Date:  December 21, 2006                 Date: