Exhibit 10.12

(Multicurrency--Cross Border)
                                     ISDA(R)
                  International Swap Dealers Association, Inc.

                                    SCHEDULE
                                     to the
                                Master Agreement
                         dated as of December 21, 2006


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

           ("Party A")                                ("Party B")

                         PART 1: Termination Provisions
                                 ----------------------

(a)     (i)  "Trust Agreement" means the Pooling and Servicing Agreement dated
        as of December 1, 2006, among J.P. Morgan Chase Commercial Mortgage
        Securities Corp., as depositor, Midland Loan Services, Inc., as master
        servicer No. 1, Capmark Finance Inc., as master servicer No. 2,
        Wachovia Bank, National Association, as master servicer No. 3, LNR
        Partners, Inc., as special servicer, LaSalle Bank National Association,
        as trustee, and Wells Fargo Bank, N.A., as paying agent, as amended,
        modified, supplemented, restated or replaced from time to time.

        (ii) "Class A-3SFL Certificates" means the Commercial Mortgage
        Pass-Through Certificates, Series 2006-LDP9, Class A-3SFL, issued by
        Party B under the Trust Agreement.

(b)     "Specified Entity" means, in relation to Party A for the purpose of:-

        Section 5(a)(v) (Default under Specified            none;
        Transaction),

        Section 5(a)(vi) (Cross Default),                   none;

        Section 5(a)(vii) (Bankruptcy),                     none; and

        Section 5(b)(iv) (Credit Event Upon Merger),        none;

                in relation to Party B for the purpose
                of:

        Section 5(a)(v) (Default under Specified            none;
        Transaction)

        Section 5(a)(vi) (Cross Default),                   none;

        Section 5(a)(vii) (Bankruptcy),                     none; and

        Section 5(b)(iv) (Credit Event Upon Merger),        none.

(c)     "Specified Transaction" will have the meaning specified in Section 14.

(d)     The "Breach of Agreement" provisions of Section 5(a)(ii), the
        "Misrepresentation" provisions of Section 5(a)(iv), and the "Default
        under Specified Transactions" provisions of Section 5(a)(v) will not
        apply to Party B. The "Cross Default" provisions of Section 5(a)(vi)
        will not apply to Party A or Party B.

(e)     The "Credit Event Upon Merger" provisions of Section 5(b)(iv)

               will not apply to Party A

               will not apply to Party B.

(f)     The "Automatic Early Termination" provision of Section 6(a)

               will not apply to Party A

               will not apply to Party B.

(g)     Payments on Early Termination. For the purpose of Section 6(e):

        (i) Market Quotation will apply.

        (ii) The Second Method will apply.

        (iii) Both Party A and Party B agree that any amounts payable by Party B
        to Party A under Section 6(e), if any, in connection with any Event of
        Default or Termination Event will be payable only from collections on
        the Trust Estate (as defined below), and only from funds, if any,
        remaining in the Floating Rate Account (as defined in the Trust
        Agreement) after all other amounts have been paid under the Class A-3SFL
        Certificates (including all principal amounts outstanding) under the
        Trust Agreement.

(h)     "Termination Currency" means United States Dollars.

(i)     Additional Termination Events. It shall be an Additional Termination
        Event:

        (i) if Party B fails to comply with Part 1(j) of this Schedule, in which
        event Party B shall be the sole Affected Party and all Transactions
        shall be Affected Transactions; or

        (ii) if Party A fails to satisfy any of the requirements of Part 5(m),
        within the applicable time periods set forth therein, in which event
        Party A shall be the sole Affected Party and all Transactions shall be
        Affected Transactions.

(j)     Amendments. Party B shall deliver to Party A a copy of any proposed
        amendment to the Trust Agreement, and any amendment to the Trust
        Agreement that could reasonably materially and adversely affect Party A
        shall be subject to Party A's prior consent.

(k)     Downgrade of Party A. If a Ratings Event (as defined below) shall occur
        and be continuing with respect to Party A, then Party A shall, within 5
        Local Business Days of such Ratings Event, (A) give notice to Party B
        of the occurrence of such Ratings Event, and (B) at Party A's option
        and sole expense, (x) transfer Party A's rights and obligations under
        this Agreement and all Confirmations related hereto to another party
        (such party whose long term debt is being rated at least "A1" (and not
        on watch for possible downgrade) by Moody's (as defined below) or rated
        at least "A+" by Fitch and S&P (as defined below)), subject to Rating
        Agency confirmation, and at the cost of Party A, or (y) post Eligible
        Collateral on a mark-to-market basis to secure Party B's exposure, if
        any, to Party A, and such Eligible Collateral shall be provided in
        accordance with an ISDA Credit Support Annex to be entered into between
        Party A and Party B in the form attached hereto as Exhibit A, which
        will be attached hereto and made a part hereof within 10 Local Business
        Days of Party A's election to post Eligible Collateral. The Eligible
        Collateral to be posted and the Credit Support Annex to be executed and
        delivered shall be subject to Rating Agency confirmation. Party A's
        obligations to find an eligible transferee or to post Eligible
        Collateral under such Credit Support Annex shall remain in effect only
        for so long as a Ratings Event is continuing with respect to Party A.
        For the purpose of this Part 1(k), a "Ratings Event" shall occur with
        respect to Party A if the long-term senior unsecured deposit ratings of
        Party A cease to be at least "A3" by Moody's Investors Service, Inc.,
        or any successor thereto ("Moody's"), at least "A-" by Fitch, Inc., or
        any successor thereto ("Fitch") or at least "A-" by Standard & Poor's
        Ratings Services, a division of The McGraw-Hill Companies, Inc., or any
        successor thereto ("S&P"), to the extent such obligations are rated by
        Moody's or S&P.

        The failure by Party A to either post Eligible Collateral or transfer
        its rights and obligations to an eligible transferee in accordance
        herewith shall constitute an Additional Termination Event for which
        Party A shall be the sole Affected Party.

(l)     Failure to Pay or Deliver. Section 5(a)(i) is hereby deleted in its
        entirety and replaced with the following:

               "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."

                          PART 2: Tax Representations
                                  -------------------

(a)     Payer Tax Representations. For the purpose of Section 3(e) of this
        Agreement, Party A and Party B will make the following representation:-

        It is not required by any applicable law, as modified by the practice
        of any relevant governmental revenue authority of any Relevant
        Jurisdiction to make any deduction or withholding for or on account of
        any Tax from any payment (other than interest under Section 2(e),
        6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
        under this Agreement. In making this representation, it may rely on (x)
        the accuracy of any representations made by the other party pursuant to
        Section 3(f) of this Agreement, (y) the satisfaction of the agreement
        contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
        accuracy and effectiveness of any document provided by the other party
        pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (z) the
        satisfaction of the agreement of the other party contained in Section
        4(d) of this Agreement, provided that it shall not be a breach of this
        representation where reliance is placed on clause (y) and the other
        party does not deliver a form or document under Section 4(a)(iii) by
        reason of material prejudice to its legal or commercial position.

(b)     Payee Tax Representations. For the purpose of Section 3(f) of this
        Agreement, Party A and Party B will make the following representations
        specified below, if any:- none

                     PART 3: Agreement to Deliver Documents
                             ------------------------------
For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents:

(a)     Tax forms, documents or certificates to be delivered are:


Party required to                                        Date by which to be
deliver document          Form/Document/Certificate           delivered
-------------------       -------------------------      -------------------
Party A and Party B       Any form, document or          Upon request
                          certificate as may be
                          requested pursuant to
                          Section 4(a)(iii) of this
                          Agreement.


(b)     Other documents to be delivered are:-


<TABLE>
<CAPTION>

                                                                               Covered by
Party required to                                          Date by which to    Section 3(d)
deliver document       Form/Document/Certificate           be delivered        Representation
-------------------    -------------------------           ----------------    ---------------

<S>                    <C>                                 <C>                 <C>
Party B                Statements to Certificateholders    As soon as          Yes
                       of Party B                          available.

Party B                Certified copies of all corporate   Upon execution      Yes
                       authorizations and any other        and delivery of
                       documents with respect to the       this Agreement
                       execution, delivery and
                       performance of this Agreement and
                       the Trust Agreement

Party A and            Certificate of authority and        Upon execution      Yes
Party B                specimen signatures of              and delivery of
                       individuals executing this          this Agreement
                       Agreement, and any Confirmations    and thereafter
                                                           upon request of
                                                           the other party
</TABLE>


                             PART 4: Miscellaneous
                                     -------------

(a)     Address for Notices. For the purpose of Section 12(a) of this
        Agreement:-

        Address for notice or communications to Party A:

        JPMorgan Chase Bank, N.A.
        270 Park Avenue
        6th Floor
        New York, New York  10017
        Attention: Andrew Taylor
        Telephone No.: 212-834-3813
        Facsimile No.: 212-834-6598

        with a copy to:

        JPMorgan Chase Bank, N.A.
        270 Park Avenue
        10th Floor
        New York, New York  10017
        Attention: Mark Levine
        Telephone No.: 212-834-9346
        Facsimile No.: 212-834-6593

        Address for notice or communications to Party B:

        J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP9
        c/o Wells Fargo Bank, N.A.
        9062 Old Annapolis Road
        Columbia, Maryland 21045
        Attention: Corporate Trust Services-J.P. Morgan 2006-LDP9


        with a copy to:

        LaSalle Bank National Association
        135 South LaSalle Street, Suite 1625
        Chicago, Illinois 60603
        Attention: Global Securities and Trust Services, J.P. Morgan Chase
        Commercial Mortgage Securities Trust 2006-LDP9
        Telecopy No.: 312-904-1085

        with a copy to:

        J.P. Morgan Chase Commercial Mortgage Securities Corp.
        270 Park Avenue
        New York, New York  10017
        Attention: Charles Lee
        Telephone No.: 212-834-9328
        Facsimile No.: 212-834-6593

(b)     Process Agent. For the purpose of Section 13(c):

        Party A appoints as its Process Agent: Not applicable.

        Party B appoints as its Process Agent: Not applicable.

(c)     Offices. The provisions of Section 10(a) will apply to this Agreement.

(d)     Multibranch Party. For the purpose of Section 10 of this Agreement:-

        Party A is not a Multibranch Party.

        Party B is not a Multibranch Party.

(e)     Calculation Agent. The Calculation Agent is Party B.

(f)     Credit Support Document. Details of any Credit Support Document:-

        Party B agrees that only the amounts with respect to the Class A-3SFL
        Certificates on deposit in the Floating Rate Account (as such terms are
        defined in the Trust Agreement) held by the Paying Agent under the
        Trust Agreement (such amounts, the "Trust Estate") shall constitute
        security for the obligations of Party B to Party A under this Agreement.

        Party A agrees that any ISDA Credit Support Annex entered into between
        Party A and Party B pursuant to Part 1(k) hereof shall be a Credit
        Support Document for purposes of this Agreement.

(g)     Credit Support Provider.

        Credit Support Provider means in relation to Party A:    Not
        applicable.

        Credit Support Provider means in relation to Party B:    Not applicable

(h)     Governing Law. This Agreement will be governed by and construed in
        accordance with the laws of the State of New York (without reference to
        its conflict of laws doctrine, other than Section 5-1401 of the General
        Obligations Law).

(i)     Netting of Payments. All amounts payable on the same date, in the same
        currency and in respect of the same Transaction shall be netted in
        accordance with Section 2(c) of this Agreement. The election contained
        in the last paragraph of Section 2(c) of this Agreement shall not apply
        for the purposes of this Agreement.

(j)     "Affiliate" will have the meaning specified in Section 14 of this
        Agreement.


                            PART 5: Other Provisions
                                    ----------------

(a)     RESERVED.

(b)     Delivery of Confirmations. For each Transaction entered into hereunder,
        Party A shall promptly send to Party B a Confirmation via facsimile
        transmission. Party B agrees to respond to such Confirmation within
        three (3) Local Business Days, either confirming agreement thereto or
        requesting a correction of any error(s) contained therein. Failure by
        Party A to send a Confirmation or of Party B to respond within such
        period shall not affect the validity or enforceability of such
        Transaction. Absent manifest error, there shall be a presumption that
        the terms contained in such Confirmation are the terms of the
        Transaction.

(c)     Recording of Conversations. Each party to this Agreement acknowledges
        and agrees to the tape recording of conversations between trading and
        marketing personnel of the parties to this Agreement 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.

(d)     Furnishing Specified Information. Section 4(a)(iii) is hereby amended
        by inserting "promptly upon the earlier of (i)" in lieu of the word
        "upon" at the beginning thereof and inserting "or (ii) such party
        learning that the form or document is required" before the word "any"
        on the first line thereof.

(e)     Notice by Facsimile Transmission. Section 12(a) is hereby amended by
        inserting the words "2(b)," between the word "Section" and the number
        "5" and inserting the words "or 13(c)" between the number "6" and the
        word "may" in the second line thereof.

(f)     Section 3(a) of this Agreement is amended by (i) deleting the word
        "and" at the end of clause (iv); (ii) deleting the period at the end of
        clause (v) and inserting therein "; and "; and (iii) by inserting the
        following additional representation:

        "(vi)  Eligible Contract Participant. Each party represents to the
               other party (which representation will be deemed to be repeated
               by each party on each date on which a Transaction is entered
               into) that it is an "eligible contract participant" as defined
               in Section 1a(12) of the U.S. Commodity Exchange Act, 7 U.S.C.
               Section 1a(12)."

(g)     Section 3 is revised so as to add the following Section (g) at the end
        thereof:

        "(g)   Relationship Between Parties. Each party represents to the
               other party and will be deemed to represent to the other party
               on the date on which it enters into a Transaction that (absent
               a written agreement between the parties that expressly imposes
               affirmative obligations to the contrary for that Transaction):-

                     (i)    Non-Reliance. It is acting for its own account, and
                            it has made its own independent decisions to enter
                            into that Transaction and as to whether that
                            Transaction is appropriate or proper for it based
                            upon its own judgment and upon advice from such
                            advisors as it has deemed necessary. It is not
                            relying on any communication (written or oral) of
                            the other party as investment advice or as a
                            recommendation to enter into that Transaction; it
                            being understood that information and explanations
                            related to the terms and conditions of a Transaction
                            shall not be considered investment advice or a
                            recommendation to enter into that Transaction.
                            Further, such party has not received from the other
                            party any assurance or guarantee as to the expected
                            results of that Transaction.

                     (ii)   Evaluation and Understanding. It is capable of
                            evaluating and understanding (on its own behalf or
                            through independent professional advice), and
                            understands and accepts, the terms, conditions and
                            risks of that Transaction. It is also capable of
                            assuming, and assumes, the financial and other risks
                            of that Transaction.

                     (iii)  Status of Parties. The other party is not acting as
                            an agent, fiduciary or advisor for it in respect of
                            that Transaction."

(h)     Waiver of Right to Trial by Jury. EACH PARTY HEREBY IRREVOCABLY WAIVES
        ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL
        PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
        TRANSACTION CONTEMPLATED HEREBY.

(i)     Non Petition. Party A hereby agrees that it will not, prior to the date
        which is one year and one day after all the Class A-3SFL Certificates
        issued by Party B pursuant to the Trust Agreement have been paid in
        full, acquiesce, petition or otherwise invoke or cause Party B to
        invoke the process of any court or governmental authority for the
        purpose of commencing or sustaining a case against Party B under any
        federal or state bankruptcy, insolvency or similar law or for the
        purpose of appointing a receiver, liquidator, assignee, trustee,
        custodian, sequestrator or other similar official for Party B or any
        substantial part of the property of Party B, or for the purpose of
        ordering the winding up or liquidation of the affairs of Party B.
        Nothing herein shall prevent Party A from participating in any such
        proceeding once commenced.

(j)     Limited Recourse. The obligations of Party B under this Agreement are
        limited recourse obligations of Party B, payable solely from amounts
        remaining in the Trust Estate after payment in full of all amounts due
        to the Class A-3SFL Certificates, subject to and in accordance with the
        terms of the Trust Agreement.  No recourse shall be had for the payment
        of any amount owing in respect of this Agreement against the trustee or
        paying agent, or any officer, member, director, employee, security
        holder or incorporator thereof (each, an "Affiliated Person") of Party
        B or its successors or assigns for any amounts payable under this
        Agreement. Upon application of the Trust Estate in accordance with the
        Trust Agreement, Party A shall not be entitled to take any further
        steps against Party B to recover any sums due but still unpaid
        hereunder or thereunder, and all claims by Party A against Party B
        hereunder and/or under the Trust Agreement shall be extinguished.

(k)     Limitation of Liability.  It is expressly understood and agreed by the
        parties hereto that (a) this Agreement is executed and delivered by
        LaSalle Bank National Association ("LaSalle"), not individually or
        personally but solely as the trustee, in the exercise of the powers and
        authority conferred and vested in it, (b) the representations,
        undertaking and agreements herein made on the part of the Trust are
        made and intended not as personal representations, undertakings and
        agreements by LaSalle but are made and intended for the purpose of
        binding only the Trust, (c) nothing herein contained shall be construed
        as creating any liability on LaSalle, individually or personally (other
        than to act with the standard of care provided under the Trust
        Agreement), to perform any covenant either expressed or implied
        contained herein, all such liability, if any, being expressly waived by
        the parties who are signatories to this Agreement and by any person
        claiming by, through or under such parties and (d) under no
        circumstances shall LaSalle be personally liable for the payment of any
        indebtedness or expenses of the Trust or be liable for the breach or
        failure of any obligation, representation, warranty or covenant made or
        undertaken by the Trust under this Agreement.

(l)     Transfer. Section 7 of the Agreement is supplemented by the additional
        requirement that any transfer or assignment by Party A of its
        obligations under this Agreement (including any Confirmation), and any
        amendments to this Agreement (including any Confirmation), shall be
        subject to Rating Agency confirmation.

(m)     Compliance with Regulation AB.

        (i) If at any time after the date hereof for so long as Party B is
        required to file periodic reports under the Securities Exchange Act of
        1934, as amended (the "Exchange Act") with respect to the Certificates,
        in the reasonable determination made in good faith of the Sponsors (as
        defined in the Prospectus), the aggregate "significance percentage" (as
        defined in Regulation AB ("Regulation AB") under the Securities Act of
        1933, as amended, and the Exchange Act) of all derivative instruments
        (contemplated by Item 1115 of Regulation AB) provided by Party A and any
        of its affiliates to Party B is at least 10% but less than 20%, Party A
        shall, subject to subparagraph (iii) below, within five (5) Business
        Days following request therefor by Party B provide the financial
        information required under Item 1115(b)(1) of Regulation AB for Party A
        (and for the group of affiliated entities, if applicable) (the "Item
        1115(b)(1) Information"). Any such Item 1115(b)(1) Information shall be
        in a form suitable for conversion to the format required for filing by
        the Depositor with the Securities and Exchange Commission via the
        Electronic Data Gathering and Retrieval System (EDGAR).

        (ii) If at any time after the date hereof for so long as Party B is
        required to file periodic reports under the Exchange Act with respect to
        the Certificates, in the reasonable determination made in good faith of
        the Sponsors, the aggregate "significance percentage" of all derivative
        instruments (contemplated by Item 1115 of Regulation AB) provided by
        Party A and any of its affiliates to Party B is at least 20%, Party A
        shall, subject to subparagraph (iii) below, within five (5) Business
        Days following request therefor by Party B provide the financial
        information required under Item 1115(b)(2) of Regulation AB for Party A
        (and for the group of affiliated entities, if applicable) (the "Item
        1115(b)(2) Information", and together with the Item 1115(b)(1)
        Information, the "Additional Information"). Any such Item 1115(b)(2)
        Information shall be in a form suitable for conversion to the format
        required for filing by the Depositor with the Securities and Exchange
        Commission via the Electronic Data Gathering and Retrieval System
        (EDGAR). In addition, any such Item 1115(b)(2) Information shall be
        accompanied by any necessary auditor's consents.

        (iii) If Party A is unable to provide any such Additional Information
        if, as and when required, Party A shall, at its option, within ten (10)
        Business Days following request therefor, (1) promptly post collateral
        satisfactory to the Sponsors in an amount which is reasonably determined
        in good faith to be sufficient to reduce the aggregate "significance
        percentage" to (x) in the case of subparagraph (i) above, below 10%, and
        (y) in the case of subparagraph (ii) above, provided Party A is able to
        meet the requirements of subparagraph (i) above, below 20%, in each case
        pursuant to a Credit Support Annex or similar agreement reasonably
        satisfactory to the Sponsor, or (2) at the sole expense of Party A,
        without any expense or liability to Party B, transfer or assign its
        obligations under this Agreement to a substitute counterparty reasonably
        acceptable to Party B that (x) is able to provide such Additional
        Information if, as and when required, and (y) enters into an agreement
        similar in form to this Agreement pursuant to which such substitute
        counterparty agrees to provide the Additional Information if, as and
        when required.

        (iv) Party A's obligation to provide any such Additional Information
        shall terminate beginning in any such year in which Party B's obligation
        to file periodic reports under the Exchange Act has been terminated, and
        shall continue to be terminated unless Party B notifies Party A that
        Party B's obligations to file periodic reports under the Exchange Act
        has resumed.


<PAGE>



Accepted and agreed:


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



By:  /s/ Andrew B. Taylor                By: LaSalle Bank National Association,
    ---------------------------------        not in its individual capacity,
    Name: Andrew B. Taylor                   but solely as Trustee
    Title:   Vice President




                                         By: /s/ Andy Streepey
                                            ------------------------------------
                                            Name:  Andy Streepey
                                            Title: Assistant Vice President


<PAGE>


                                   EXHIBIT A
                                   ---------

                                PARAGRAPH 13 TO
                              CREDIT SUPPORT ANNEX

                             to the Schedule to the
                                Master Agreement

                         dated as of December 21, 2006

                                    between

---------------------------------- ------ --------------------------------------
JPMorgan Chase Bank, N.A.            and  J.P. Morgan Chase Commercial Mortgage
        ("Morgan")                              Securities Trust 2006-LDP9
                                                     ("Counterparty")
---------------------------------- ------ --------------------------------------

Paragraph 13. Elections and Variables


(a)     Security Interest for "Obligations".  The term "Obligations" as used in
        this Annex includes no additional obligations with respect to either
        party.

(b)     Credit Support Obligations.

        (i) Delivery Amount, Return Amount and Credit Support Amount.

               (A)     "Delivery Amount" has the meaning specified in Paragraph
                       3(a).

               (B)     "Return Amount" has the meaning specified in Paragraph
                       3(b).

               (C)     "Credit Support Amount" shall not have the meaning
                       specified in Paragraph 3(b) and, instead, will have the
                       following meaning:


               "Credit Support Amount" means, for any Valuation Date, (i) the
               Secured Party's Modified Exposure for that Valuation Date minus
               (ii) the Pledgor's Threshold; provided, however, that the
               Credit Support Amount will be deemed to be zero whenever the
               calculation of Credit Support Amount yields a number less than
               zero.

        (ii) Eligible Collateral. The following items will qualify as
        "Eligible Collateral":


------- --------------------------------------------------- ------ -------------
                                                            Morgan  "Valuation
                                                                    Percentage"
------- --------------------------------------------------- ------ -------------
(A)     USD Cash                                             X     100%
------- --------------------------------------------------- ------ -------------
(B)     Negotiable debt obligations issued by the U.S.       X     98.8%
        Treasury Department having a remaining maturity
        of one year or less from the Valuation Date

------- --------------------------------------------------- ------ -------------
(C)     Negotiable debt obligations issued by the U.S.       X     92%
        Treasury Department having a remaining maturity
        of more than one year but less than ten years
        from the Valuation Date

------- --------------------------------------------------- ------ -------------
(D)     Negotiable debt obligations issued by the U.S.       X     84%
        Treasury Department having a remaining maturity
        of ten years or more from the Valuation Date

------- --------------------------------------------------- ------ -------------
(E)     Agency Securities having a remaining maturity of     X     98.4%
        one year or less from the Valuation Date

------- --------------------------------------------------- ------ -------------
(F)     Agency Securities having a remaining maturity of     X     90%
        more than one year but less than ten years from
        the Valuation Date

------- --------------------------------------------------- ------ -------------
(G)     Agency Securities having a remaining maturity of     X     82%
        ten years or more from the Valuation Date

------- --------------------------------------------------- ------ -------------
(H)     USD denominated Commercial Paper rated A1/P1 by      X     97%
        S&P and Moody's respectively, that (a) settles
        within DTC, (b) is not issued by Morgan or any of
        its Affiliates and (c) has a remaining maturity
        of 30 days or less from the Valuation Date
------- --------------------------------------------------- ------ -------------

               For purposes of the foregoing:

               (1) "Agency Securities" means negotiable debt obligations which
               are fully guaranteed as to both principal and interest by the
               Federal National Mortgage Association, the Government National
               Mortgage Association or the Federal Home Loan Mortgage
               Corporation, but excluding (i) interest only and principal only
               securities and (ii) Collateralized Mortgage Obligations, Real
               Estate Mortgage Investment Conduits and similar derivative
               securities.

               (2) "DTC" shall mean The Depository Trust & Clearing
               Corporation, or its successor.

               (3) "Moody's" shall mean Moody's Investors Service, Inc., or its
               successor.

               (4) "S&P" shall mean Standard & Poor's Ratings Services, a
               division of The McGraw-Hill Companies, Inc., or its successor.

               (5) Eligible Collateral of the type described in Paragraph
               13(b)(ii)(H) may never constitute more than 20% of the total
               Value of Posted Collateral.

               (6) With respect to Posted Collateral consisting of Eligible
               Collateral of the type described in Paragraph 13(b)(ii)(H), the
               aggregate Value of such Posted Collateral issued by the same
               issuer may never be greater than 33% of the aggregate Value of
               all Posted Collateral consisting of Eligible Collateral of the
               type described in Paragraph 13(b)(ii)(H).

               (7) "Fitch" shall mean Fitch Ratings, Inc., or its successor.

        (iii) Other Eligible Support. There shall be no "Other Eligible Support"
        for purposes of this Annex, unless agreed in writing between the
        parties.

        (iv) Thresholds.

               (D)     "Independent Amount" means zero.

               (E)     "Threshold" shall not apply with respect to the
                       Counterparty and, with respect to Morgan, shall mean the
                       amounts determined on the basis of the lower of the
                       Credit Ratings set forth in the following table,
                       provided, however, that if (i) Morgan has no Credit
                       Rating, or (ii) an Event of Default has occurred and is
                       continuing with respect to Morgan, Morgan's Threshold
                       shall be U.S.$0:

       -------------------------------  ----------------
               CREDIT RATING                 THRESHOLD
            (S&P /Moody's/Fitch)              Morgan
            --------------------              ------

       -------------------------------  ----------------
            S&P: A- or above               Infinity

            Moody's: A3 or above

            Fitch: A- or above

       -------------------------------  ----------------
            S&P: Below A-                  US$0

            Moody's: Below A3

            Fitch: Below A-

       -------------------------------  ----------------

               As used herein:

               "Credit Rating" means, with respect to (a) S&P, the rating
               assigned by S&P to the short-term and long-term senior
               unsecured deposits of Morgan, (b) Moody's, the rating assigned
               by Moody's to the short-term and long-term senior unsecured
               deposits of Morgan, or (c) Fitch, the rating assigned by Fitch
               to the short-term and long-term senior unsecured deposits of
               Morgan, as applicable.

               (F)     "Minimum Transfer Amount", with respect to a party on
                       any Valuation Date, means U.S. $250,000.

               (G)     Rounding. The Delivery Amount and the Return Amount will
                       be rounded up and down to the nearest integral multiple
                       of $100,000, respectively.

(c)     Valuation and Timing.

        (i) "Valuation Agent" means Morgan.

        (ii) "Valuation Date" means weekly on the last Local Business Day of
        each week or more frequently if agreed in writing by the parties.

        (iii) "Valuation Time" means the close of business in the city of the
        Valuation Agent on the Valuation Date or date of calculation, as
        applicable.

        (iv) "Notification Time" means 12:00 p.m., New York time, on a Local
        Business Day.

(d)     Conditions Precedent.  With respect to Morgan, any Additional
        Termination Event (if Morgan is the Affected Party with respect to such
        Termination Event) will be a "Specified Condition".

(e)     Substitution.

        (i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

        (ii) Consent. Inapplicable.

(f)     Dispute Resolution.

        (i) "Resolution Time" means 1:00 p.m., New York time, on the Local
        Business Day following the date on which the notice is given that gives
        rise to a dispute under Paragraph 5.

        (ii) Value. For the purposes of Paragraphs 5(i)(C) and 5(ii), the Value
        of Posted Credit Support other than Cash will be calculated as follows:

                (A)     with respect to any Eligible Collateral except Cash, the
                        sum of (I) (x) the mean of the high bid and low asked
                        prices quoted on such date by any principal market maker
                        for such Eligible Collateral chosen by the Disputing
                        Party, or (y) if no quotations are available from a
                        principal market maker for such date, the mean of such
                        high bid and low asked prices as of the first day prior
                        to such date on which such quotations were available,
                        plus (II) the accrued interest on such Eligible
                        Collateral (except to the extent Transferred to a party
                        pursuant to any applicable provision of this Agreement
                        or included in the applicable price referred to in (I)
                        of this clause (A)) as of such date; multiplied by the
                        applicable Valuation Percentage.

        (iii) Alternative. The provisions of Paragraph 5 will apply.

(g)     Holding and Using Posted Collateral.

        (i) Eligibility to Hold Posted Collateral; Custodians. Counterparty and
        its Custodian will be entitled to hold Posted Collateral pursuant to
        Paragraph 6(b); provided that the following conditions applicable to it
        are satisfied:

               (1)     Counterparty is not a Defaulting Party and

               (2)     Posted Collateral may be held only in the following
                        jurisdictions: New York State.

               Initially, the Custodian for Counterparty is: None

        (ii) Use of Posted Collateral. The provisions of Paragraph 6(c)(i) will
        not apply to Counterparty but the provisions of Paragraph 6(c)(ii) will
        apply to the Counterparty.

(h)     Distributions and Interest Amount.

        (i) Interest Rate. "Interest Rate" for any day means, the Federal Funds
        Overnight Rate. For the purposes hereof, "Federal Funds Overnight Rate"
        means, for any day, an interest rate per annum equal to the rate
        published as the Federal Funds Effective Rate that appears on Telerate
        Page 118 for such day.

        (ii) Transfer of Interest Amount. The Transfer of the Interest Amount
        will be made monthly on the second Local Business Day of each calendar
        month.

        (iii) Alternative to Interest Amount. The provisions of Paragraph
        6(d)(ii) will apply.

(i)     Additional Representation(s). Not Applicable.

(j)     Other Eligible Support and Other Posted Support.

        (i) "Value" with respect to Other Eligible Support and Other Posted
        Support means: Not Applicable.

        (ii) "Transfer" with respect to Other Eligible Support and Other Posted
        Support means: Not Applicable

(k)     Demands and Notices.

All demands, specifications and notices under this Annex will be made pursuant
to the Notices Section of this Agreement, unless otherwise specified here:



Counterparty:                         Wells Fargo Bank, N.A.
                                      9062 Old Annapolis Road
                                      Columbia, Maryland 21045
                                      Attention: Corporate Trust
                                      Services-J.P. Morgan 2006-LDP9

Morgan:                               JPMorgan Chase Bank, National
                                      Association
                                      Collateral Middle Office Americas
                                      3/OPS2
                                      500 Stanton Christiana Road
                                      Newark, Delaware  19713
                                      Telephone No.:  (302) 634-3191
                                      Facsimile No.:  (302) 634-3270
                                      Email: collateral_services@jpmorgan.com

(l)     Other Provisions:

        (i) Modification to Paragraph 1: The following subparagraph (b) is
        substituted for subparagraph (b) of this Annex:

        (b) Secured Party and Pledgor.  All references in this Annex to the
        "Secured Party" will be to Counterparty and all corresponding
        references to the "Pledgor" will be to Morgan.

        (ii) Modification to Paragraph 2: The following Paragraph 2 is
        substituted for Paragraph 2 of this Annex:

               Paragraph 2.  Security Interest.  The Pledgor hereby pledges to
               the Secured Party, as security for its Obligations, and grants
               to the Secured Party a first priority continuing security
               interest in, lien on and right of Set-Off against all Posted
               Collateral Transferred to or received by the Secured Party
               hereunder.  Upon the Transfer by the Secured Party to the
               Pledgor of Posted Collateral, the security interest and lien
               granted hereunder on that Posted Collateral will be released
               immediately and, to the extent possible, without any further
               action by either party.

        (iii) Modification to Paragraph 9: The following first clause of
        Paragraph 9 is substituted for the first clause of Paragraph 9 of this
        Annex:

        Paragraph 9.   Representations.  The Pledgor represents to the Secured
        Party (which representations will be deemed to be repeated as of each
        date on which it Transfers Eligible Collateral) that:

        (iv) Modifications to Paragraph 12: The following definitions of
        "Pledgor" and "Secured Party" are substituted for the definitions of
        those terms contained in Paragraph 12 of this Annex:

        "Pledgor" means Morgan, when that party (i) receives a demand for or is
        required to Transfer Eligible Credit Support under Paragraph 3(a) or
        (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

        "Secured Party" means Counterparty, when that party (i) makes a demand
        for or is entitled to receive Eligible Credit Support under Paragraph
        3(a) or (ii) holds or is deemed to hold Posted Credit Support.

        (v) Addition to Paragraph 12: The following definitions of "Modified
        Exposure" shall be added immediately after the definition of the term
        "Minimum Transfer Amount" and immediately prior to the definition of the
        term "Notification Time" in Paragraph 12 of this Annex:

        "Modified Exposure" means, for any Valuation Date, an amount equal to
        the sum of (i) the greater of USD 0 and the Secured Party's Exposure
        for that Valuation Date and (ii) the sum of the Volatility Buffers
        determined by the Valuation Agent with respect to each Transaction
        subject to the Agreement.  As used herein:

        "Volatility Buffer" means, with respect to a Transaction, an amount
        equal to the product of (a) the Factor applicable to the Transaction
        and (b) the Notional Amount of the Transaction.

        "Factor" means, with respect to a Transaction, a percentage dependent
        on Morgan's Counterparty Rating by S&P or Moody's, as applicable, and
        the original maturity of the Transaction and determined by the
        Valuation Agent by reference to the following table:


                ------------------ ------------ ------------ -----------
                Counterparty        Maturities  Maturities    Maturities
                Rating              up to 5     up to 10      up to 30
                (S&P/Moody's)       years (%)   years (%)     years (%)
                ------------------ ------------ ------------ -----------
                A-2/P-2              3.25       4.00          4.75
                ------------------ ------------ ------------ -----------
                A-3/P-3              4.00       5.00          6.25
                ------------------ ------------ ------------ -----------
                BB+ or lower/Ba1     4.50       6.75          7.50
                or lower
                ------------------ ------------ ------------ -----------

        Modification to Paragraph 12:  Clause "(B)" of the definition of
        "Value" will be substituted to read in its entirety as follows:

        "(B) a security, the bid price obtained by the Valuation Agent from one
        of the Pricing Sources multiplied by the applicable Valuation
        Percentage, if any;"

        (vi) Addition to Paragraph 12: The following definition of "Pricing
        Sources" shall be added immediately after the definition of the term
        "Posted Credit Support" and immediately prior to the definition of the
        term "Recalculation Date" in Paragraph 12 of this Annex:

        "Pricing Sources" means the sources of financial information commonly
        known as Bloomberg, Bridge Information Services, Data Resources Inc.,
        Interactive Data Services, International Securities Market Association,
        Merrill Lynch Securities Pricing Service, Muller Data Corporation,
        Reuters, Wood Gundy, Trepp Pricing, JJ Kenny, S&P and Telerate.



<PAGE>
Accepted and Agreed:


JPMORGAN CHASE BANK, N.A.



By:  /s/ Andrew B. Taylor
    ----------------------------------
    Name:  Andrew B. Taylor
    Title:    Vice President



J.P. MORGAN CHASE COMMERCIAL
MORTGAGE SECURITIES TRUST 2006-LDP9

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



By:  /s/ Andy Streepey
    ----------------------------------
    Name:  Andy Streepey
    Title:   Assistant Vice President