EXHIBIT 4.1

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                       GE COMMERCIAL MORTGAGE CORPORATION,
                                    Depositor

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    Servicer

                               LNR PARTNERS, INC.,
                                Special Servicer

                                       and


                       LASALLE BANK NATIONAL ASSOCIATION,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT


                            Dated as of March 1, 2006


                                 $1,608,803,744
                       GE Commercial Mortgage Corporation

                  Commercial Mortgage Pass-Through Certificates

                                 Series 2006-C1

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

<PAGE>


                                TABLE OF CONTENTS


                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms.
Section 1.02  Certain Calculations.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans.
Section 2.02  Acceptance by Trustee.
Section 2.03  Representations, Warranties and Covenants of the Depositor;
               Mortgage Loan Sellers' Repurchase or Substitution of Mortgage
               Loans for Defects in Mortgage Files and Breaches of
               Representations and Warranties.
Section 2.04  Execution of Certificates; Issuance of Uncertificated
               Lower-Tier Interests.

                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

Section 3.01  Servicer to Act as Servicer; Special Servicer to Act as
               Special Servicer; Administration of the Mortgage Loans.
Section 3.02  Collection of Mortgage Loan Payments.
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts.
Section 3.04  The Certificate Account; the Lower-Tier Distribution
               Account; the Upper-Tier Distribution Account; the Excess
               Liquidation Proceeds Reserve Account; the Interest Reserve
               Account; the Excess Interest Distribution Account and the
               Serviced Whole Loan Custodial Accounts.
Section 3.05  Permitted Withdrawals from the Certificate Account; the
               Distribution Account; and the Serviced Whole Loan Custodial
               Accounts.
Section 3.06  Investment of Funds in the Certificate Account, the Serviced
               Whole Loan Custodial Account, the REO Accounts, the Distribution
               Account and the Excess Liquidation Proceeds Reserve Account.
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
               and Fidelity Coverage.
Section 3.08  Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses;
               Assumption Agreements.
Section 3.09  Realization Upon Defaulted Mortgage Loans.
Section 3.10  Trustee to Cooperate; Release of Mortgage Files.
Section 3.11  Servicing Compensation.
Section 3.12  Inspections; Collection of Financial Statements; Delivery
               of Certain Reports.
Section 3.13  Reserved.
Section 3.14  Reserved.
Section 3.15  Access to Certain Information.
Section 3.16  Title to REO Property; REO Accounts.
Section 3.17  Management of REO Property.
Section 3.18  Sale of Defaulted Mortgage Loans and REO Properties.
Section 3.19  Additional Obligations of the Servicer.
Section 3.20  Modifications, Waivers, Amendments and Consents.
Section 3.21  Transfer of Servicing Between Servicer and Special
               Servicer; Record Keeping; Asset Status Report.
Section 3.22  Sub-Servicing Agreements.
Section 3.23  Representations, Warranties and Covenants of the Servicer.
Section 3.24  Representations, Warranties and Covenants of the Special
               Servicer.
Section 3.25  Interest Reserve Account.
Section 3.26  Excess Interest Distribution Account.
Section 3.27  Co-Lender Agreements.
Section 3.28  Certain Matters Relating to the Non-Serviced Mortgage
               Loans.
Section 3.29  Certain Matters Regarding the Purchase of the Mortgage Loans
               Included in the Serviced Whole Loans.
Section 3.30  Certain Matters Regarding the Serviced B Notes and Serviced
               Pari Passu Loans.
Section 3.31  Litigation Control.
Section 3.32  Certain Matters Relating to the KinderCare Portfolio
               Whole Loan.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions.
Section 4.02  Statements to Certificateholders; CMSA Investor Reporting
               Package (IRP)s.
Section 4.03  P&I Advances.
Section 4.04  Allocation of Collateral Support Deficit.
Section 4.05  Appraisal Reductions.
Section 4.06  Certificate Deferred Interest.
Section 4.07  Grantor Trust Reporting.


                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates.
Section 5.02  Registration of Transfer and Exchange of Certificates.
Section 5.03  Book-Entry Certificates.
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates.
Section 5.05  Persons Deemed Owners.


                                   ARTICLE VI

       THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER AND THE DIRECTING
                                CERTIFICATEHOLDER

Section 6.01  Liability of the Depositor, the Servicer and the Special
               Servicer.
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the
               Servicer or the Special Servicer.
Section 6.03  Limitation on Liability of the Depositor, the Servicer, the
               Special Servicer and Others.
Section 6.04  Depositor, Servicer and Special Servicer Not to Resign.
Section 6.05  Rights of the Depositor in Respect of the Servicer and
               the Special Servicer.
Section 6.06  Reserved.
Section 6.07  The Directing Certificateholder.


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default; Servicer and Special Servicer
               Termination.
Section 7.02  Trustee to Act; Appointment of Successor.
Section 7.03  Notification to Certificateholders.
Section 7.04  Waiver of Events of Default.
Section 7.05  Trustee as Maker of Advances.


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee.
Section 8.02  Certain Matters Affecting the Trustee.
Section 8.03  Trustee Not Liable for Validity or Sufficiency of
               Certificates or Mortgage Loans.
Section 8.04  Trustee May Own Certificates.
Section 8.05  Fees and Expenses of Trustee; Indemnification of Trustee.
Section 8.06  Eligibility Requirements for Trustee.
Section 8.07  Resignation and Removal of the Trustee.
Section 8.08  Successor Trustee.
Section 8.09  Merger or Consolidation of Trustee.
Section 8.10  Appointment of Co-Trustee or Separate Trustee.
Section 8.11  Appointment of Custodians.
Section 8.12  Access to Certain Information.
Section 8.13  Reserved.
Section 8.14  Representations and Warranties of the Trustee.

                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination Upon Repurchase or Liquidation of All
               Mortgage Loans.
Section 9.02  Additional Termination Requirements.


                                    ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

Section 10.01 REMIC Administration.
Section 10.02 Depositor, Servicer and Special Servicer to Cooperate
               with Trustee.
Section 10.03 Use of Agents.

                                   ARTICLE XI

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 11.01 Intent of the Parties; Reasonableness.
Section 11.02 [Reserved]
Section 11.03 Information to be Provided by the Servicer and the
               Special Servicer.
Section 11.04 Information to be Provided by the Trustee.
Section 11.05 Filing Obligations.
Section 11.06 Form 10-D Filings.
Section 11.07 Form 10-K Filings.
Section 11.08 Sarbanes-Oxley Certification.
Section 11.09 Form 8-K Filings.
Section 11.10 Form 15 Filing; Incomplete Exchange Act Filings; Amendments
               to Exchange Act Reports.
Section 11.11 Annual Compliance Statements.
Section 11.12 Annual Reports on Assessment of Compliance with Servicing
               Criteria.
Section 11.13 Annual Independent Public Accountants' Attestation.
Section 11.14 Exchange Act Reporting and Regulation AB Compliance
               Indemnification.
Section 11.15 Amendments.
Section 11.16 Exchange Act Report Signatures; Delivery of Notices;
               Interpretation of Grace Periods.
Section 11.17 Termination of the Trustee.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01 Amendment.
Section 12.02 Recordation of Agreement; Counterparts.
Section 12.03 Limitation on Rights of Certificateholders and the Holder
               of any Serviced Pari Passu Loan or Serviced B Note.
Section 12.04 Governing Law.
Section 12.05 Notices.
Section 12.06 Severability of Provisions.
Section 12.07 Grant of a Security Interest.
Section 12.08 Successors and Assigns; Beneficiaries.
Section 12.09 Article and Section Headings.
Section 12.10 Notices to the Rating Agencies.

<PAGE>

                                    EXHIBITS

Exhibit A-1       Form of Class A-1 Certificate
Exhibit A-2       Form of Class A-2 Certificate
Exhibit A-3       Form of Class A-3 Certificate
Exhibit A-4       Form of Class A-AB Certificate
Exhibit A-5       Form of Class A-4 Certificate
Exhibit A-6       Form of Class A-1A Certificate
Exhibit A-7       Form of Class A-M Certificate
Exhibit A-8       Form of Class A-J Certificate
Exhibit A-9       Form of Class B Certificate
Exhibit A-10      Form of Class C Certificate
Exhibit A-11      Form of Class D Certificate
Exhibit A-12      Form of Class E Certificate
Exhibit A-13      Form of Class F Certificate
Exhibit A-14      Form of Class G Certificate
Exhibit A-15      Form of Class H Certificate
Exhibit A-16      Form of Class J Certificate
Exhibit A-17      Form of Class K Certificate
Exhibit A-18      Form of Class L Certificate
Exhibit A-19      Form of Class M Certificate
Exhibit A-20      Form of Class N Certificate
Exhibit A-21      Form of Class O Certificate
Exhibit A-22      Form of Class P Certificate
Exhibit A-23      Form of Class X-W Certificate
Exhibit A-24      Form of Class R Certificate
Exhibit A-25      Form of Class LR Certificate
Exhibit A-26      Form of Class S Certificate
Exhibit B         Mortgage Loan Schedule
Exhibit C         Form of Investment Representation Letter
Exhibit D-1       Form of Transfer Affidavit
Exhibit D-2       Form of Transferor Letter
Exhibit E         Form of Request for Release
Exhibit F         Form of ERISA Representation Letter
Exhibit G         Form of Statement to Certificateholders
Exhibit H         Form of Omnibus Assignment
Exhibit I         Reserved
Exhibit J         Form of Confidentiality Agreement
Exhibit K         Form of Investor Certification
Exhibit L         Reserved
Exhibit M         Form of Purchase Option Notice
Exhibit N         Form of Transfer Certificate for Rule 144A Book-Entry
                  Certificate to Regulation S Book-Entry Certificate on or
                  Prior to the Release Date
Exhibit O         Form of Transfer Certificate for Rule 144A Book-Entry
                  Certificate to Regulation S Book-Entry Certificate After
                  the Release Date
Exhibit P         Form of Transfer Certificate for Regulation S Book-Entry
                  Certificate to Rule 144A Book-Entry Certificate on or Prior
                  to the Release Date
Exhibit Q         Form of Transfer Certificate for Transfers of Regulation S
                  Book-Entry Certificate on or Prior to the Release Date
Exhibit R-1       Form of Transfer Certificate for Definitive Certificate to
                  Regulation S Book-Entry Certificate on or Prior to the
                  Release Date
Exhibit R-2       Form of Transfer Certificate for Definitive Certificate to
                  Regulation S Book-Entry Certificate After the Release Date
Exhibit S         Form of Transfer Certificate for Book-Entry Certificate to
                  Regulation S Definitive Certificate
Exhibit T         Whole Loan Report
Exhibit U-1       Form of Performance Certification
Exhibit U-2       Servicer Form of Performance Certification

Exhibit U-3       Special Servicer Form of Performance Certification
Exhibit U-4       Trustee Form of Performance Certification
Exhibit U-5       Subservicer Form of Performance Certification
Exhibit V-1       Form of Closing Date Certification
Exhibit V-2       Form of Initial Certification
Exhibit W         Form of Notice Relating to the Non-Serviced Whole Loan
Exhibit X         Form of Notice and Certification Regarding Defeasance of
                  Mortgage Loan

                                    SCHEDULES

Schedule 1        Computerized Database Information
Schedule 2        Mortgage Loans Containing Additional Debt
Schedule 3        Mortgage Loans which Initially Pay Interest Only
Schedule 4        Mortgage Loans with Environmental Insurance Policies
Schedule 5        [Reserved]
Schedule 6        Class A-AB Planned Principal Balance Table
Schedule 7        Additional Form 10-D Disclosure
Schedule 8        Additional Form 10-K Disclosure
Schedule 9        Form 8-K Disclosure Information
Schedule 10       Servicing Criteria to be Addresses in Assessment of
                  Compliance
Schedule 11       Additional Disclosure Notification
Schedule 12       Mortgage Loans for which a request for the disbursement of
                  earnouts or holdback amounts shall be submitted to the
                  Special Servicer
Schedule 13       Loan Seller Sub-Servicers

<PAGE>


            This Pooling and Servicing Agreement (the "Agreement"), is dated and
effective as of March 1, 2006, among GE COMMERCIAL MORTGAGE CORPORATION, as
Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Servicer, LNR PARTNERS, INC.,
as Special Servicer and LASALLE BANK NATIONAL ASSOCIATION, as Trustee.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be a pool of commercial,
multifamily and manufactured housing community mortgage loans. As provided
herein, the Trustee shall elect or shall cause an election to be made to treat
the Trust Fund (exclusive of the Excess Interest and the Excess Interest
Distribution Account) for federal income tax purposes as two separate real
estate mortgage investment conduits (the "Lower-Tier REMIC" and the "Upper-Tier
REMIC," as defined below, each, a "REMIC").

            As provided herein, the Trustee shall elect or shall cause an
election to be made to treat the Mortgage Loans and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as the "Lower-Tier REMIC." The
Class LR Certificates will represent the sole class of "residual interests" in
the Lower-Tier REMIC for purposes of the REMIC Provisions under federal income
tax law.

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the Uncertificated Lower-Tier Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as the "Upper-Tier REMIC." The Class R Certificates will evidence
the sole class of "residual interests" in the Upper-Tier REMIC for purposes of
the REMIC Provisions under federal income tax law. For federal income tax
purposes, each Class of the Regular Certificates will be designated as a
separate "regular interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions under federal income tax law.

            The portion of the Trust Fund consisting of the Excess Interest
shall be treated as a grantor trust (the "Grantor Trust") for federal income tax
purposes. The Class S Certificates will represent the sole interest in the
Grantor Trust for federal income tax purposes.

            As provided herein, the Trustee shall take all actions necessary to
ensure that the portions of the Trust Fund consisting of the Grantor Trust will
maintain its status as a "grantor trust" under federal income tax law and will
not be treated as part of either the Upper-Tier REMIC or Lower-Tier REMIC.

            The following table sets forth the designation, the pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal amount (the
"Original Certificate Balance") or Notional Amount ("Original Notional Amount"),
as applicable, and the initial ratings given each Class by the Rating Agencies
(the "Original Ratings") for each Class of Certificates comprising interests in
the Upper-Tier REMIC created hereunder:

                                UPPER-TIER REMIC

    Class       Pass-Through Rate   Original Certificate      Original Rating
 Designation       (per annum)       Balance or Notional        (S&P/Fitch)
                                           Amount
-----------------------------------------------------------------------------
A-1.........        5.4586%(1)           $49,250,000              AAA/AAA
A-2.........        5.5186%(2)           $54,350,000              AAA/AAA
A-3.........        5.5186%(2)           $47,225,000              AAA/AAA
A-AB........        5.5186%(2)           $53,244,000              AAA/AAA
A-4.........        5.5186%(2)          $620,130,000              AAA/AAA
A-1A........        5.5186%(2)          $301,963,000              AAA/AAA
A-M.........        5.5186%(2)          $160,880,000              AAA/AAA
A-J.........        5.5186%(2)          $146,804,000              AAA/AAA
B...........        5.5186%(2)           $36,198,000               AA/AA
C...........        5.5186%(2)           $14,077,000              AA-/AA-
D...........        5.5186%(2)           $24,132,000                A/A
E...........        5.5186%(2)           $14,077,000               A-/A-
F...........        5.5186%(2)           $14,077,000             BBB+/BBB+
G...........        5.5186%(2)           $14,077,000              BBB/BBB
H...........        5.5186%(2)           $14,077,000             BBB-/BBB-
J...........        5.2690%(3)           $6,033,000               BB+/BB+
K...........        5.2690%(3)           $6,033,000                BB/BB
L...........        5.2690%(3)           $6,033,000               BB-/BB-
M...........        5.2690%(3)           $2,011,000                B+/B+
N...........        5.2690%(3)           $4,022,000                 B/B
O...........        5.2690%(3)           $2,011,000                B-/B-
P...........        5.2690%(3)           $18,099,743               NR/NR
X-W.........        0.0087%(4)         $1,608,803,743             AAA/AAA

------------------
(1) The Pass-Through Rate for any Distribution Date for Class A-1 Certificates
    will be the Weighted Average Net Mortgage Rate minus 0.06% (adjusted, if
    necessary, to accrue on the basis of a 360-day year consisting of twelve
    30-day months).

(2) The Pass-Through Rates applicable to the Class A-2, Class A-3, Class A-AB,
    Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
    Class E, Class F, Class G and Class H Certificates on each Distribution Date
    will be a per annum rate equal to the Weighted Average Net Mortgage Rate (in
    each case adjusted, if necessary, to accrue on the basis of a 360-day year
    consisting of twelve 30-day months).

(3) The Pass-Through Rates applicable to the Class J, Class K, Class L, Class M,
    Class N, Class O and Class P Certificates on each Distribution Date will be
    a per annum rate equal to the lesser of 5.2690% and the Weighted Average Net
    Mortgage Rate (in each case adjusted, if necessary, to accrue on the basis
    of a 360-day year consisting of twelve 30-day months).

(4) The Class X-W Certificates will not have Certificate Balances and will not
    be entitled to receive distributions of principal. Interest will accrue on
    the Components of such Classes at the Class X-W Strip Rate on the Notional
    Amounts thereof. The Notional Amount of each Component for any Distribution
    Date will be equal to the Lower-Tier Principal Amount of the Related
    Uncertificated Lower-Tier Interest for such Distribution Date, which will be
    equal to the Certificate Balance of the Related Certificates as of the
    preceding Distribution Date (after giving effect to the distribution of
    principal and allocation of Collateral Support Deficit on such Distribution
    Date) or, in the case of the first Distribution Date, the Cut-off Date. The
    original Notional Amount of the Class X-W Certificates is $1,608,803,744.

(5) The Class R Certificates do not have a Certificate Balance or Notional
    Amount, do not bear interest and will not be entitled to distributions of
    Yield Maintenance Charges. Any Available Distribution Amount remaining in
    the Upper-Tier Distribution Account, after all required distributions under
    this Agreement have been made to each other Class of Certificates, will be
    distributed to the Holders of the Class R Certificates.

            The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and
Class X-W Certificates will evidence "regular interests" in the Upper-Tier REMIC
created hereunder. The sole Class of "residual interest" in the Upper-Tier REMIC
created hereunder will be evidenced by the Class R Certificates.

            The following table sets forth the initial principal amount (the
"Original Lower-Tier Principal Amounts") and per annum rates of interest for the
Uncertificated Lower-Tier Interests and the Class LR Certificates:

                                LOWER-TIER REMIC

               Class         Interest Rate     Original Lower-Tier
            Designation                          Principal Amount
      -----------------------------------------------------------------
             Class LA-1           (1)        $49,250,000
             Class LA-2           (1)        $54,350,000
             Class LA-3           (1)        $47,225,000
            Class LA-AB           (1)        $53,244,000
             Class LA-4           (1)        $620,130,000
            Class LA-1A           (1)        $301,963,000
             Class LA-M           (1)        $160,880,000
             Class LA-J           (1)        $146,804,000
              Class LB            (1)        $36,198,000
              Class LC            (1)        $14,077,000
              Class LD            (1)        $24,132,000
              Class LE            (1)        $14,077,000
              Class LF            (1)        $14,077,000
              Class LG            (1)        $14,077,000
              Class LH            (1)        $14,077,000
              Class LJ            (1)        $6,033,000
              Class LK            (1)        $6,033,000
              Class LL            (1)        $6,033,000
              Class LM            (1)        $2,011,000
              Class LN            (1)        $4,022,000
              Class LO            (1)        $2,011,000
              Class LP            (1)        $18,099,743
              Class LR            (2)                  N/A


(1) The interest rate for each Class of Uncertificated Lower-Tier Interests
    shall be the Weighted Average Net Mortgage Rate.
(2) The Class LR Certificates do not have a Certificate Balance or Notional
    Amount, do not bear interest and will not be entitled to distributions of
    Yield Maintenance Charges. Any Available Distribution Amount remaining in
    the Lower-Tier Distribution Account after distributing the Lower-Tier
    Distribution Amount shall be distributed to the Holders of the Class LR
    Certificates (but only to the extent of the Available Distribution Amount
    for such Distribution Date, if any, remaining in the Lower-Tier Distribution
    Account).

            The Class LA-1, Class LA-2, Class LA-3, Class LA-AB, Class LA-4,
Class LA-1A, Class LA-M, Class LA-J, Class LB, Class LC, Class LD, Class LE,
Class LF, Class LG, Class LH, Class LJ, Class LK, Class LL, Class LM, Class LN,
Class LO and Class LP Uncertificated Lower-Tier Interests will evidence "regular
interests" in the Lower-Tier REMIC created hereunder. The sole Class of
"residual interest" in the Lower-Tier REMIC created hereunder will be evidenced
by the Class LR Certificates.

            As of close of business on the Cut-off Date, the Mortgage Loans had
an aggregate principal balance, after application of all payments of principal
due on or before such date, whether or not received, equal to $1,608,803,744.

            In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special Servicer and the Trustee agree as follows:



<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms.

            Whenever used in this Agreement, including in the Preliminary
Statement, the following capitalized terms, unless the context otherwise
requires, shall have the meanings specified in this Article.

            "10-K Filing Deadline": As defined in Section 11.07.

            "277  Park  Avenue A  Notes":  Collectively,  the 277 Park  Avenue
Note A-1, the 277 Park Avenue Mortgage Loan and the 277 Park Avenue Note A-3.

            "277 Park Avenue Co-Lender Agreement": That certain amended and
restated intercreditor and servicing agreement, dated as of March 1, 2006, by
and among the holders of the 277 Park Avenue Mortgage Loan and the 277 Park
Avenue Pari Passu Loans, in each case, relating to the relative rights of such
holders, as the same may be further amended, modified or supplemented from time
to time.

            "277 Park Avenue Mortgage Loan": With respect to the 277 Park Avenue
Whole Loan, the promissory note made by the related Mortgagor and secured by the
Mortgage on the 277 Park Avenue Mortgaged Property in the original principal
amount of $190,000,000, which is included in the Trust and which is pari passu
in right of payment to the 277 Park Avenue Note A-1, as provided in the 277 Park
Avenue Co-Lender Agreement, as from time to time amended, supplemented, modified
or replaced.

            "277 Park Avenue Mortgaged  Property":  The property or properties
which secure the 277 Park Avenue Whole Loan.

            "277 Park Avenue Note A-1": With respect to the 277 Park Avenue
Whole Loan, the promissory note made by the related Mortgagor and secured by the
Mortgage on the related Mortgaged Property in the original principal amount of
$260,000,000, which is not included in the Trust and which is pari passu in
right of payment to the other 277 Park Avenue A Notes, as provided in the 277
Park Avenue Co-Lender Agreement, as from time to time amended, supplemented,
modified or replaced.

            "277 Park Avenue Note A-3": With respect to the 277 Park Avenue
Whole Loan, the promissory note made by the related Mortgagor and secured by the
Mortgage on the related Mortgaged Property in the original principal amount of
$50,000,000, which is not included in the Trust and which is pari passu in right
of payment to the other 277 Park Avenue A Notes, as provided in the 277 Park
Avenue Co-Lender Agreement, as from time to time amended, supplemented, modified
or replaced.

            "277 Park Avenue Pari Passu Loans": For so long as the 277 Park
Avenue Mortgage Loan or a successor REO Loan with respect to the 277 Park Avenue
Mortgage Loan is part of the Mortgage Pool, the 277 Park Avenue Note A-1. The
277 Park Avenue Pari Passu Loans is not included in the Trust.

            "277 Park Avenue Whole Loan": The 277 Park Avenue Mortgage Loan,
together with the 277 Park Avenue Pari Passu Loans. References herein to the 277
Park Avenue Whole Loan shall be construed to refer to the aggregate indebtedness
under the 277 Park Avenue Mortgage Loan and the 277 Park Avenue Pari Passu
Loans.

            "400 Broadway B Note": With respect to the 400 Broadway Whole Loan,
the related promissory note made by the related Mortgagor and secured by the
Mortgage on the Mortgaged Property identified as "400 Broadway" and designated
as Promissory Note B, which is not included in the Trust, which is subordinated
in right of payment to the 400 Broadway Mortgage Loan as provided in the 400
Broadway Co-Lender Agreement.

            "400 Broadway Co-Lender Agreement": With respect to the 400 Broadway
Whole Loan, the related intercreditor agreement by and between the holders of
the 400 Broadway Mortgage Loan and the 400 Broadway B Note, relating to the
relative rights of such holders of the respective 400 Broadway Mortgage Loan and
the 400 Broadway B Note, as the same may be amended from time to time in
accordance with the terms thereof.

            "400 Broadway Mortgage Loan": With respect to the 400 Broadway Whole
Loan, the related promissory note made by the related Mortgagor and secured by
the Mortgage on the Mortgaged Property identified as "400 Broadway" and
designated as Promissory Note A, which is included in the Trust and which is
senior in right of payment to the 400 Broadway B Note as provided in the 400
Broadway Co-Lender Agreement.

            "400 Broadway Whole Loan": Collectively, the 400 Broadway Mortgage
Loan and the 400 Broadway B Note. References herein to the 400 Broadway Whole
Loan shall be construed to refer to the aggregate indebtedness under the 400
Broadway Mortgage Loan and the 400 Broadway B Note.

            "Accrued Certificate Interest": With respect to each Distribution
Date and each Class of Certificates (other than the Class S Certificates, Class
X-W Certificates and the Residual Certificates), an amount equal to interest for
the related Interest Accrual Period at the Pass-Through Rate applicable to such
Class of Certificates for such Distribution Date, accrued on the related
Certificate Balance of such Class (or with respect to the Class X-W
Certificates, the related Notional Amount of the Class X-W Certificates)
outstanding immediately prior to such Distribution Date (provided, that for
interest accrual purposes any distributions in reduction of Certificate Balance
or Notional Amount or reductions in Certificate Balance or Notional Amount as a
result of allocations of Collateral Support Deficit on the Distribution Date
occurring in an Interest Accrual Period shall be deemed to have been made on the
first day of such Interest Accrual Period). With respect to any Distribution
Date and the Class X-W Certificates, the amount equal to the sum of the Accrued
Component Interest for the related Interest Accrual Period for all of their
respective Components for such Distribution Date. Accrued Certificate Interest
shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months.

            "Accrued Component Interest": With respect to each Component of the
Class X-W Certificates for any Distribution Date, one month's interest at the
Class X-W Strip Rate accrued on the related Notional Amount of such Component,
outstanding immediately prior to such Distribution Date; provided that, for
interest accrual purposes any distributions in reduction of Notional Amount or
reductions in Notional Amount as a result of allocations of Collateral Support
Deficit on the Distribution Date occurring in an Interest Accrual Period shall
be deemed to have been made on the first day of such Interest Accrual Period.
Accrued Component Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

            "Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of Certificates (other than the Class S, Class
X-W and the Residual Certificates) that had an increase to its Certificate
Balance as a result of a recovery of Nonrecoverable Advances, an amount equal to
interest at the Pass-Through Rate applicable to that Class on the amount of such
increase to its Certificate Balance accrued from the Distribution Date on which
Collateral Support Deficit was allocated to such Class as a result of the
reimbursement of Nonrecoverable Advances from the Trust to, but not including,
the Distribution Date on which the Certificate Balance was so increased.

            "Actual/360  Mortgage  Loans":  The  Mortgage  Loans  indicated as
such in the Mortgage Loan Schedule.

            "Additional Debt": With respect to any Mortgage Loan, any debt owed
by the related Mortgagor to a party other than the lender under such Mortgage
Loan as of the Closing Date as set forth on Schedule 2 hereto, as increased or
decreased from time to time pursuant to the terms of the related subordinate
loan documents (including any subordination agreement).

            "Additional Form 10-D Disclosure": As defined in Section 11.06.

            "Additional Form 10-K Disclosure": As defined in Section 11.07.

            "Additional Servicer": Each Affiliate of the Servicer, the Special
Servicer, the Trustee, the Mortgage Loan Sellers or the Underwriters, that
Services any of the Mortgage Loans, and each Person, other than the Special
Servicer, who is not an Affiliate of the Servicer, the Trustee, the Mortgage
Loan Sellers or the Underwriters, who Services 10% or more of the Mortgage Loans
(based on their Stated Principal Balance).

            "Administrative Cost Rate": The sum of the Servicing Fee Rate (and,
in the case of any Non-Serviced Mortgage Loan, the related Non-Serviced Mortgage
Loan Primary Servicing Fee Rate) and the Trustee Fee Rate, in each case computed
on the basis of the Stated Principal Balance of the related Mortgage Loan.

            "Advance":  Any P&I Advance or Servicing Advance.

            "Adverse Grantor Trust Event": Any action that, under the Grantor
Trust Provisions, if taken or not taken, as the case may be, could endanger the
status of the Grantor Trust as a grantor trust under the Grantor Trust
Provisions.

            "Adverse REMIC Event":  As defined in Section 10.01(f).

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            "Agent":  As defined in Section 5.02(d)(i)(A).

            "Agreement":   This  Pooling  and  Servicing   Agreement  and  all
amendments hereof and supplements hereto.

            "Anticipated Prepayment Date": With respect to any Mortgage Loan
that is indicated on the Mortgage Loan Schedule as having a Revised Rate, the
date upon which such Mortgage Loan commences accruing interest at such Revised
Rate.

            "Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the State of New
York, (b) the tax laws of the State of Illinois and (c) such other state or
local tax laws whose applicability shall have been brought to the attention of
the Trustee by either (i) an Opinion of Counsel delivered to it, or (ii) written
notice from the appropriate taxing authority as to the applicability of such
state or local tax laws.

            "Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area, prepared in accordance with 12 C.F.R. 225.64.

            "Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
as to which an Appraisal Reduction Event has occurred, an amount calculated by
the Special Servicer prior to the first Determination Date following the date
the Special Servicer receives or performs the required Appraisal equal to the
excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan or
Serviced Whole Loan as of the date of such determination over (b) the excess of
(i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property
as determined (1) by one or more Appraisals (the costs of which shall be paid by
the Servicer as a Servicing Advance or, in the event such Servicing Advance
would be a Nonrecoverable Advance, an expense of the Trust Fund and, in the case
of a Serviced Whole Loan, an expense of the holder of any related Serviced Pari
Passu Loan and Serviced B Note, to be apportioned in accordance with Section
3.05 hereof) with respect to any such Mortgage Loan or Serviced Whole Loan
(together with any other Mortgage Loan cross-collateralized with such Mortgage
Loan or Serviced Whole Loan) as applicable, with an outstanding principal
balance equal to or in excess of $2,000,000 or (2) by an internal valuation
performed by the Special Servicer (unless the Special Servicer elects to obtain
an Appraisal with the consent of the Directing Certificateholder) with respect
to any such Mortgage Loan or Serviced Whole Loan (together with any other
Mortgage Loan cross-collateralized with such Mortgage Loan or Serviced Whole
Loan) as applicable, with an outstanding principal balance less than $2,000,000
and (B) all escrows, letters of credit and reserves in respect of such Mortgage
Loan or Serviced Whole Loan over (ii) the sum of, as of the Due Date occurring
in the month of such Distribution Date, (A) to the extent not previously
advanced by the Servicer or the Trustee, all unpaid interest on such Mortgage
Loan or Serviced Whole Loan (together with any Mortgage Loan
cross-collateralized with such Mortgage Loan or Serviced Whole Loan), as
applicable, at a per annum rate equal to its Mortgage Rate (or in the case of
any Serviced Whole Loan, the weighted average of its Mortgage Rates), (B) all
unreimbursed Advances and interest thereon at the Reimbursement Rate and any
Advances that were not reimbursed out of collections on such Mortgage Loan in
respect of such Mortgage Loan or Serviced Whole Loan, (C) all unpaid Servicing
Fees (to the extent not duplicative of any amounts listed above) and Special
Servicing Fees and (D) all currently due and unpaid real estate taxes,
assessments, insurance premiums and ground rents and all other amounts due and
unpaid with respect to such Mortgage Loan or Serviced Whole Loan (which taxes,
premiums, ground rents and other amounts have not been subject to an Advance by
the Servicer, the Special Servicer or the Trustee, as applicable); provided,
however, without limiting the Special Servicer's obligation to order and obtain
such Appraisal, if the Special Servicer has not obtained the Appraisal or
valuation, as applicable, referred to above within 90 days of the Appraisal
Reduction Event (or with respect to the reduction event set forth in clause (ii)
of the definition of Appraisal Reduction Event, within such 120 days set forth
therein), the amount of the Appraisal Reduction shall be deemed to be an amount
equal to 25% of the current Stated Principal Balance of the related Mortgage
Loan or Serviced Whole Loan until such time as such Appraisal or internal
valuation referred to above is received and the Appraisal Reduction is
calculated. Within 90 days after the Appraisal Reduction Event, the Special
Servicer shall order and receive an Appraisal (the cost of which shall be paid
as a Servicing Advance or, in the event such Servicing Advance would be a
Nonrecoverable Advance, a Trust Fund expense) or an internal valuation;
provided, however, that with respect to an Appraisal Reduction Event as set
forth in clause (ii) of the definition of Appraisal Reduction Event, the Special
Servicer shall order and receive such Appraisal or internal valuation within the
120-day period set forth in such clause (ii), which Appraisal or internal
valuation shall be delivered by the Special Servicer to the Servicer, the
Trustee, the Directing Certificateholder and the Trustee shall deliver such
Appraisal or internal valuation to each other Holder of a Class H, Class J,
Class K, Class L, Class M, Class N, Class O and Class P Certificate at the
expense of the requesting Holder who requests such Appraisal or internal
valuation in writing within 15 days of receipt by the Trustee of such Appraisal
or internal valuation from the Special Servicer. The Special Servicer shall
report the Appraisal Reduction Amount to the Trustee and the Servicer (and, with
respect to any Serviced Whole Loan, the holders of any Serviced Pari Passu Loan
and Serviced B Note). The Servicer shall cooperate, in accordance with the
Servicing Standard, in furnishing necessary information to the Special Servicer
in connection with the Special Servicer's calculation of any Appraisal
Reduction. For any Distribution Date and for any Non-Serviced Mortgage Loan, the
appraisal reduction shall be calculated in accordance with and pursuant to the
terms of the related Non-Serviced Mortgage Loan Pooling Agreement.

            With respect to each Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan as to which an Appraisal Reduction has
occurred (unless such Mortgage Loan or Serviced Whole Loan has become a
Corrected Mortgage Loan (for such purposes taking into account any amendment or
modification of such Mortgage Loan or Serviced Whole Loan), and with respect to
which no other Appraisal Reduction Event has occurred during the preceding 12
months), the Special Servicer shall, (a) within 30 days of each annual
anniversary of the related Appraisal Reduction Event, (b) at such time as the
Special Servicer has notice of a material change in the condition of the related
Mortgaged Property or (c) at such time as the Special Servicer has notice of a
material defect in such Appraisal or internal valuation, as applicable, order an
Appraisal or conduct an internal valuation, as applicable, (which may be an
update of a prior Appraisal or internal valuation), the cost of which shall be
paid by the Servicer as a Servicing Advance or, in the event such Servicing
Advance would be a Nonrecoverable Advance, a Trust Fund expense. Based upon such
Appraisal or internal valuation, the Special Servicer shall redetermine and
report to the Trustee and the Servicer (and, with respect to any Serviced Whole
Loan, the holders of any Serviced Pari Passu Loan and Serviced B Note) the
amount of the Appraisal Reduction with respect to such Mortgage Loan or Serviced
Whole Loan and such redetermined Appraisal Reduction shall replace the prior
Appraisal Reduction with respect to such Mortgage Loan or Serviced Whole Loan.
Notwithstanding the foregoing, the Special Servicer will not be required to
obtain an Appraisal or internal valuation with respect to a Mortgage Loan or
Serviced Whole Loan which is the subject of an Appraisal Reduction Event to the
extent the Special Servicer has obtained an Appraisal or internal valuation, as
applicable, with respect to the related Mortgaged Property within the 12-month
period immediately prior to the occurrence of such Appraisal Reduction Event.
Instead, the Special Servicer may use such prior Appraisal or internal
valuation, as applicable, in calculating any Appraisal Reduction with respect to
such Mortgage Loan or Serviced Whole Loan; provided the Special Servicer is not
aware of any material change to the related Mortgaged Property that has occurred
that would affect the validity of such Appraisal or internal valuation, as
applicable.

            Each Serviced Whole Loan shall be treated as a single mortgage loan
with respect to an Appraisal Reduction. An Appraisal Reduction calculated with
respect to a Serviced Whole Loan shall be applied first, to the related Serviced
B Note (if any) and second, to the related Mortgage Loan (or, if such Serviced
Whole Loan includes one or more Serviced Pari Passu Loans, pro rata among the
related Mortgage Loan and such one or more Serviced Pari Passu Loans).

            Any Appraisal Reduction in respect of any Non-Serviced Mortgage Loan
shall be calculated by the related Non-Serviced Mortgage Loan Servicer in
accordance with and pursuant to the terms of the applicable Non-Serviced
Mortgage Loan Pooling Agreement.

            Any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or
Serviced Whole Loan previously subject to an Appraisal Reduction which becomes a
Corrected Mortgage Loan (for such purposes taking into account any amendment or
modification of such Mortgage Loan or Serviced Whole Loan), and with respect to
which no other Appraisal Reduction Event has occurred and is continuing, will no
longer be subject to an Appraisal Reduction.

            Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan or the related REO Property will be
reduced to zero as of the date the related Mortgage Loan is paid in full,
liquidated, repurchased or otherwise removed from the Trust Fund.

            "Appraisal Reduction Amount": With respect to any Distribution Date,
(i) with respect to the Certificates, an amount equal to the product of (a) the
applicable per annum Pass-Through Rate (i.e., for any month, one-twelfth of the
Pass-Through Rate) on the Class of Certificates to which the Appraisal Reduction
is allocated (or each such Pass-Through Rate if such Appraisal Reduction is
allocated to more than one such Class), and (b) the sum of all Appraisal
Reductions with respect to such Distribution Date (or, if such Appraisal
Reduction is allocated to more than one Class of Certificates, the portion
thereof allocated to each such Class) or (ii) with respect to each Mortgage Loan
for such Distribution Date, an amount calculated by the Special Servicer (who
shall inform the Servicer of the amount so calculated on the related
Determination Date) equal to the product of (a) the weighted average of the
applicable per annum Pass-Through Rates (i.e., for any month, one-twelfth of the
Pass-Through Rate) on the Classes of Certificates to which the Appraisal
Reductions for all Mortgage Loans (and, in the case of any Non-Serviced Mortgage
Loan, the appraisal reductions effected under the related Non-Serviced Mortgage
Loan Pooling Agreement during the applicable period) are allocated, weighted on
the basis of the amount of Appraisal Reductions allocated to each such Class,
and (b) the Appraisal Reduction with respect to such Mortgage Loan with respect
to such Distribution Date.

            Any Appraisal Reduction for the Level 3 Communications Whole Loan or
the 400 Broadway Whole Loan shall be allocated first, to the Level 3
Communications B Note or the 400 Broadway B Note, respectively, and then, to the
Level 3 Communications Mortgage Loan or the 400 Broadway B Note, respectively.

            "Appraisal Reduction Event": With respect to any Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the earliest
of (i) the third anniversary of the date on which the first extension of the
Maturity Date of such Mortgage Loan or Serviced Whole Loan becomes effective as
a result of a modification of such Mortgage Loan or Serviced Whole Loan by the
Special Servicer pursuant to the terms hereof, which extension does not decrease
the amount of Monthly Payments on such Mortgage Loan or Serviced Whole Loan,
(ii) 120 days after an uncured delinquency (without regard to the application of
any grace period) occurs in respect of such Mortgage Loan or Serviced Whole
Loan, (iii) the date on which a reduction in the amount of Monthly Payments on
such Mortgage Loan or Serviced Whole Loan, or a change in any other material
economic term of such Mortgage Loan or Serviced Whole Loan (other than an
extension of the Maturity Date), becomes effective as a result of a modification
of such Mortgage Loan or Serviced Whole Loan by the Special Servicer, (iv) 30
days after the Special Servicer receives notice that a receiver or similar
official has been appointed with respect to the related Mortgaged Property, (v)
immediately after the Servicer or the Special Servicer receives notice that the
related Mortgagor has declared bankruptcy (but no later than 30 days after such
declaration of bankruptcy), (vi) 30 days after the date on which an involuntary
petition of bankruptcy is filed with respect to a Mortgagor, (vii) 30 days after
an uncured delinquency occurs in respect of a Balloon Payment with respect to
such Mortgage Loan or Serviced Whole Loan unless the Mortgagor has delivered to
the Servicer or the Special Servicer on the related Maturity Date a written
refinancing commitment reasonably satisfactory in form and substance to the
Special Servicer which provides that such refinancing will occur within 60 days
and (viii) immediately after such Mortgage Loan or Serviced Whole Loan becomes
an REO Loan; provided, however, that an Appraisal Reduction Event shall not
occur at any time when the aggregate Certificate Balances of all Classes of
Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4 and Class A-1A Certificates) has been reduced to zero. The Special Servicer
shall notify the Servicer, the Trustee and the Directing Certificateholder
promptly upon the occurrence of any of the foregoing events.

            "Appraised Value": With respect to any Mortgaged Property (other
than the Mortgaged Property securing any Non-Serviced Mortgage Loan), the
appraised value thereof as determined by an Appraisal of the Mortgaged Property
securing the related Mortgage Loan or Serviced Whole Loan made by an Independent
MAI appraiser selected by the Servicer or Special Servicer, as applicable, or in
connection with an Appraisal Reduction, a valuation meeting the requirements of
clause (b)(i)(A)(2) of the definition of "Appraisal Reduction." With respect to
any Non-Serviced Mortgaged Property, the portion of the appraisal value
allocable thereto, as determined pursuant to the related Non-Serviced Mortgage
Loan Pooling Agreement.

            "Asset Status Report":  As defined in Section 3.21(d).

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and profits
derived from the ownership, operation, leasing or disposition of all or a
portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.

            "Assumed Scheduled Payment": For any Due Period and with respect to
any Mortgage Loan that is delinquent in respect of its Balloon Payment
(including any REO Loan as to which the Balloon Payment would have been past
due), an amount equal to the sum of (a) the principal portion of the Monthly
Payment that would have been due on such Mortgage Loan on the Due Date occurring
in the related Due Period based on the constant payment required by the related
Mortgage Note or the original amortization schedule thereof or an amortization
schedule that has been recast in accordance with the terms of the related loan
documents (as calculated with interest at the related Mortgage Rate), if
applicable, assuming such Balloon Payment with respect to the related Mortgage
Loan or REO Loan has not become due, after giving effect to any modification of
such Mortgage Loan, and (b) interest on the Stated Principal Balance of such
Mortgage Loan or REO Loan, as applicable, at the applicable Mortgage Rate (net
of interest at the Servicing Fee Rate and, if applicable, the related
Non-Serviced Mortgage Loan Primary Servicing Fee Rate).

            "Authenticating Agent": The Trustee or any agent of the Trustee
appointed to act as Authenticating Agent pursuant to Section 5.01.

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of all payments and other collections on or
with respect to the Mortgage Loans and any REO Properties (in the case of a
Non-Serviced Mortgage Loan, only to the extent received pursuant to the related
Co-Lender Agreement), including (without duplication):

            (a) the aggregate amount relating to the Trust Fund on deposit in
      the Certificate Account and the Lower-Tier Distribution Account (exclusive
      of any investment income contained therein) as of either (i) with respect
      to the determination by the Servicer pursuant to Section 3.04(b), 1:00 pm
      (New York City time) on the related P&I Advance Date (including any
      amounts to be transferred from a Serviced Whole Loan Custodial Account on
      such day) or (ii) with respect to any determination by the Trustee, the
      close of business (New York City time) on the related P&I Advance Date,
      exclusive of (without duplication):

                  (i) all Monthly Payments paid by the Mortgagors that are due
            on a Due Date following the end of the related Due Period;

                  (ii) all Principal Prepayments (together with any related
            payments of interest allocable to the period following the Due Date
            for the related Mortgage Loan during the related Due Period),
            Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and
            other unscheduled recoveries received after the related
            Determination Date;

                  (iii) all amounts payable or reimbursable to any Person from
            the Certificate Account pursuant to clauses (ii) through (x), (xii)
            through (xvi), (xix) and (xx) of Section 3.05(a);

                  (iv) all amounts payable or reimbursable to any Person from
            the Lower-Tier Distribution Account pursuant to clauses (ii) and
            (iii) of Section 3.05(b);

                  (v) Excess Interest;

                  (vi) all Yield Maintenance Charges;

                  (vii) all amounts deposited in the Certificate Account and the
            Lower-Tier Distribution Account in error; and

                  (viii) with respect to the Interest Reserve Loans and any
            Distribution Date relating to each Interest Accrual Period ending in
            (1) each January or (2) any December in a year immediately preceding
            a year which is not a leap year, an amount equal to one day of
            interest on the Stated Principal Balance of such Interest Reserve
            Loan as of the Due Date in the month preceding the month in which
            such Distribution Date occurs at the related Mortgage Rate (without
            giving effect to the second proviso of the definition thereof) to
            the extent such amounts are to be deposited in the Interest Reserve
            Account and held for future distribution pursuant to Section 3.25;

            (b) if and to the extent not already included in clause (a) above,
      the aggregate amount transferred from the REO Account to the Certificate
      Account for such Distribution Date pursuant to Section 3.16(c) and the
      aggregate amount transferred from each Serviced Whole Loan Custodial
      Account to the Certificate Account pursuant to Section 3.04(b);

            (c) the aggregate amount of any P&I Advances made by the Servicer
      (or, in the case of the 277 Park Avenue Mortgage Loan and the KinderCare
      Portfolio Mortgage Loan, the BACM 2005-6 Servicer) or the Trustee, as
      applicable, for such Distribution Date pursuant to Section 4.03 or 7.05
      (net of the related Trustee Fee with respect to the Mortgage Loans for
      which such P&I Advances are made);

            (d) for the Distribution Date occurring in each March, the Withheld
      Amounts remitted to the Lower-Tier Distribution Account pursuant to
      Section 3.25(b); and

            (e) all funds released from the Excess Liquidation Proceeds Reserve
      Account for distribution on such Distribution Date.

Notwithstanding the investment of funds held in the Certificate Account pursuant
to Section 3.06, for purposes of calculating the Available Distribution Amount,
the amounts so invested shall be deemed to remain on deposit in such account.

            "B Note": The Level 3 Communications B Note and/or the 400 Broadway
B Note, as the context may require.

            "BACM 2005-6 Pooling Agreement": The Pooling and Servicing
Agreement, dated as of December 1, 2005, among Banc of America Commercial
Mortgage Inc., as depositor, Bank of America, National Association, as master
servicer, LNR Partners, Inc., as special servicer and LaSalle Bank National
Association, as trustee and REMIC administrator, relating to the issuance of
Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through
Certificates, Series 2005-6, as from time to time amended, supplemented,
modified or replaced.

            "BACM 2005-6 Servicer": Bank of America, National Association, or
its successor servicer appointed pursuant to the BACM 2005-6 Pooling Agreement.

            "BACM 2005-6 Special Servicer": LNR Partners, Inc. or its successor
special servicer, appointed pursuant to the BACM 2005-6 Pooling Agreement.

            "BACM 2005-6 Trustee": LaSalle Bank National Association, as trustee
under the BACM 2005-6 Pooling Agreement.

            "Balloon Loan": Any Mortgage Loan that by its original terms or by
virtue of any modification entered into as of the Closing Date provides for an
amortization schedule extending beyond its Maturity Date.

            "Balloon Payment": With respect to any Balloon Loan as of any date
of determination, the Monthly Payment payable on the Maturity Date of such
Mortgage Loan.

            "Bank of America Sub-Servicing Agreement": The Sub-Servicing
Agreement between the Servicer and Bank of America, National Association.

            "Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and any of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
Class F, Class G and Class H Certificates, a fraction (not greater than 1) (a)
whose numerator is the greater of zero and the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates exceeds (ii) the yield rate (as
provided by the Servicer) used in calculating the Yield Maintenance Charge with
respect to such Principal Prepayment and (b) whose denominator is the amount, if
any, by which the (i) Mortgage Rate on such Mortgage Loan exceeds (ii) the yield
rate (as provided by the Servicer) used in calculating the Yield Maintenance
Charge with respect to such Principal Prepayment; provided, however, that if
such yield rate is greater than or equal to the lesser of (x) the Mortgage Rate
on such Mortgage Loan and (y) the Pass-Through Rate described in clause (a)(i)
above, then the Base Interest Fraction shall be zero.

            "Book-Entry  Certificate":  Any Rule 144A  Book-Entry  Certificate
or Regulation S Book-Entry Certificate.

            "Breach":  As defined in Section 2.03(b).

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, Charlotte, North Carolina, any
city in which the office of the Certificate Registrar is located or any city in
which the Corporate Trust Office of the Trustee or principal place of business
of the Servicer or the Special Servicer is located, are authorized or obligated
by law or executive order to remain closed.

            "CERCLA": The Comprehensive  Environmental Response,  Compensation
and Liability Act of 1980, as amended.

            "Certificate":  Any  one of the  Depositor's  Commercial  Mortgage
Pass-Through  Certificates,  Series 2006-C1,  as executed and delivered by the
Certificate  Registrar  and  authenticated  and  delivered  hereunder  by  the
Authenticating Agent.

            "Certificate Account": The custodial account or accounts created and
maintained by the Servicer pursuant to Section 3.04(a) in the name of the
Trustee on behalf of the Certificateholders, into which the amounts set forth in
Section 3.04(a) shall be deposited directly. Any such account or accounts shall
at all times be an Eligible Account.

            "Certificate Balance": With respect to any Class of Certificates
(other than the Class S Certificates, Residual Certificates and the Class X-W
Certificates), (i) on or prior to the first Distribution Date, an amount equal
to the Original Certificate Balance of such Class as specified in the
Preliminary Statement hereto, and (ii) as of any date of determination after the
first Distribution Date, the Certificate Balance of such Class on the
Distribution Date immediately prior to such date of determination (determined as
adjusted pursuant to Section 1.02(iii)).

            "Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest
allocated to such Class pursuant to Section 4.06(a).

            "Certificate Factor": With respect to any Class of Certificates, as
of any date of determination, a fraction, expressed as a decimal carried to at
least eight places, the numerator of which is the then related Certificate
Balance, and the denominator of which is the related Original Certificate
Balance.

            "Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

            "Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02.

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement, any Certificate registered in the name of the Servicer, the
Special Servicer, the Depositor or any Affiliate thereof shall be deemed not to
be outstanding, and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval or waiver has been obtained, if
such consent, approval or waiver sought from such party would in any way
increase its compensation or limit its obligations as Servicer, Special Servicer
or the Depositor, as applicable, hereunder; provided, however, so long as there
is no Event of Default with respect to the Servicer or the Special Servicer, the
Servicer and Special Servicer shall be entitled to exercise such Voting Rights
with respect to any issue which could reasonably be believed to adversely affect
such party's compensation or increase its obligations or liabilities hereunder;
and, provided, further, however, that such restrictions shall not apply to the
exercise of the Special Servicer's rights (or the Servicer's rights, if any) or
any of their Affiliates as a member of the Controlling Class or as the Directing
Certificateholder. Additionally, for purposes of determining if the requisite
consents of Certificateholders under Section 12.01(b) have been obtained, any
Certificate beneficially owned by a Mortgage Loan Seller or any of its
Affiliates shall be deemed not to be outstanding (and shall not be considered
when determining the percentage of Certificateholders consenting or when
calculating the total number of Certificates entitled to consent), and the
consent rights to which such Certificateholder would otherwise be entitled shall
not be taken into account in determining whether the requisite consents
necessary to effect any amendment under Section 12.01(b) have been obtained with
respect to amendments that are significantly modifying the permitted activities
of the Trust. The Trustee shall be entitled to request and rely upon a
certificate of the Servicer, the Special Servicer or the Depositor in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

            "Certification Party" or "Certification Parties" shall have the
meaning set forth in Section 11.08.

            "Certifying Servicer":  The Servicer, the Special Servicer and any
Additional Servicer.

            "Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates or Uncertificated Lower-Tier
Interests bearing the same alphabetical (and, if applicable, numerical) Class
designation.

            "Class A Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4 and Class A-1A Certificate.

            "Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, in the form of Exhibit A-1 hereto.

            "Class A-1 Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LA-1 Uncertificated Interest.

            "Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate minus
0.06%.

            "Class A-1A Certificate": A Certificate designated as "Class A-1A"
on the face thereof, in the form of Exhibit A-6 hereto.

            "Class A-1A Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LA-1A Uncertificated Interest.

            "Class A-1A Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, in the form of Exhibit A-2 hereto.

            "Class A-2 Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LA-2 Uncertificated Interest.

            "Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class A-3 Certificate": A Certificate designated as "Class A-3" on
the face thereof, in the form of Exhibit A-3 hereto.

            "Class A-3 Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LA-3 Uncertificated Interest.

            "Class A-3 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class A-4 Certificate": A Certificate designated as "Class A-4" on
the face thereof, in the form of Exhibit A-5 hereto.

            "Class A-4 Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LA-4 Uncertificated Interest.

            "Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class A-AB Certificate": A Certificate designated as "Class A-AB"
on the face thereof, in the form of Exhibit A-4 hereto.

            "Class A-AB Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LA-AB Uncertificated Interest.

            "Class A-AB Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class A-AB Planned Principal Amount": The planned principal amount
set forth on Schedule 6 hereto relating to principal payments for the Class A-AB
Certificates.

            "Class A-M Certificate": A Certificate designated as "Class A-M" on
the face thereof, in the form of Exhibit A-7 hereto.

            "Class A-M Component": One of the 22 Components the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LA-M Uncertificated Interest.

            "Class A-M Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class A-J Certificate": A Certificate designated as "Class A-J" on
the face thereof, in the form of Exhibit A-8 hereto.

            "Class A-J Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LA-J Uncertificated Interest.

            "Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-9 hereto.

            "Class B Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LB Uncertificated Interest.

            "Class B Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-10 hereto.

            "Class C Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LC Uncertificated Interest.

            "Class C Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-11 hereto.

            "Class D Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LD Uncertificated Interest.

            "Class D Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-12 hereto.

            "Class E Component": One of the Class X-W Certificates, having a
Notional Amount equal to the Lower-Tier Principal Amount of the Class LE
Uncertificated Interest.

             "Class E Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-13 hereto.

            "Class F Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LF Uncertificated Interest.

            "Class F Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-14 hereto.

            "Class G Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LG Uncertificated Interest.

            "Class G Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-15 hereto.

            "Class H Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LH Uncertificated Interest.

            "Class H Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-16 hereto.

            "Class J Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LJ Uncertificated Interest.

            "Class J Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.2690% and (ii) Weighted Average
Net Mortgage Rate.

            "Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-17 hereto.

            "Class K Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LK Uncertificated Interest.

            "Class K Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.2690% and (ii) Weighted Average
Net Mortgage Rate.

            "Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-18 hereto.

            "Class L Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LL Uncertificated Interest.

            "Class L Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.2690% and (ii) Weighted Average
Net Mortgage Rate.

            "Class LA-1 Uncertificated Lower-Tier Interest": A regular interest
in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

             "Class LA-1A Uncertificated Lower-Tier Interest": A regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.

            "Class LA-2 Uncertificated Lower-Tier Interest": A regular interest
in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LA-3 Uncertificated Lower-Tier Interest": A regular interest
in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LA-4 Uncertificated Lower-Tier Interest": A regular interest
in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LA-AB Uncertificated Lower-Tier Interest": A regular interest
in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LA-M Uncertificated Lower-Tier Interest": A regular interest
in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LA-J Uncertificated Lower-Tier Interest": A regular interest
in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LB Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LC Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LD Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

             "Class LE Uncertificated Lower-Tier Interest": A regular interest
in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LF Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LG Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LH Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LJ Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LK Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LL Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LM Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LN Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LO Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LP Uncertificated Lower-Tier Interest": A regular interest in
the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and
having the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.

            "Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-25 hereto.

            "Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-19 hereto.

            "Class M Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LM Uncertificated Interest.

            "Class M Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.2690% and (ii) Weighted Average
Net Mortgage Rate.

            "Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-20 hereto.

            "Class N Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LN Uncertificated Interest.

            "Class N Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.2690% and (ii) Weighted Average
Net Mortgage Rate.

            "Class O Certificate": A Certificate designated as "Class O" on the
face thereof, in the form of Exhibit A-21 hereto.

            "Class O Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LO Uncertificated Interest.

            "Class O Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.2690% and (ii) Weighted Average
Net Mortgage Rate.

            "Class P Certificate": A Certificate designated as "Class P" on the
face thereof, in the form of Exhibit A-22 hereto.

            "Class P Component": One of the 22 Components of the Class X-W
Certificates, having a Notional Amount equal to the Lower-Tier Principal Amount
of the Class LP Uncertificated Interest.

            "Class P Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.2690% and (ii) Weighted Average
Net Mortgage Rate.

            "Class R Certificate": A Certificate designated as "Class R" on the
face thereof, in the form of Exhibit A-24 hereto.

            "Class S Certificate": A Certificate designated as "Class S" on the
face thereof, in the form of Exhibit A-26 hereto.

            "Class Unpaid Interest Shortfall": As to any Distribution Date and
any Class of Regular Certificates, the excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in respect of such Class for the immediately
preceding Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall payable to such Class on such preceding Distribution Date over (b) the
aggregate amount in respect of interest actually distributed to such Class on
such immediately preceding Distribution Date. The Class Unpaid Interest
Shortfall with respect to any Class of Certificates as of the initial
Distribution Date is zero. No interest shall accrue on Class Unpaid Interest
Shortfalls.

            "Class X-W Certificate": A Certificate designated as "Class X-W" on
the face thereof, in the form of Exhibit A-23 hereto.

            "Class X-W Notional Amount": For any date of determination, the
aggregate of the Lower-Tier Principal Amounts of the Uncertificated Lower-Tier
Interests as of the preceding Distribution Date (after giving effect to the
distributions of principal and allocation of Collateral Support Deficit on such
Distribution Date), and in the case of the first Distribution Date, as of the
Closing Date.

            "Class X-W Strip Rate": With respect to any Component for any
Distribution Date, a rate per annum equal to (i) the Weighted Average Net
Mortgage Rate for such Distribution Date over (ii) the Pass-Through Rate for the
Related Certificates; provided, that in no event shall any Class X-W Strip Rate
be less than zero.

            "Clearstream":  Clearstream Banking, societe anonyme.

            "Closing Date":  March 23, 2006.

            "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, certificateholders, issuers,
placement agents and underwriters generally involved in the commercial mortgage
loan securitization industry, which is the principal such association or
organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Servicer and reasonably acceptable to the Trustee, the Special Servicer
and the Directing Certificateholder.

            "CMSA Advance Recovery Report": The monthly report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Advance Recovery Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Advance Recovery Report" available as of the Closing Date on
the CMSA Website, is reasonably acceptable to the Servicer and the Trustee.

            "CMSA Bond Level File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Bond Level File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Trustee.

            "CMSA Collateral Summary File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"CMSA Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "CMSA Collateral Summary File" available as of the Closing Date
on the CMSA Website, is reasonably acceptable to the Trustee.

            "CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Comparative Financial Status Report" available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the Servicer or the Special Servicer,
as applicable.

            "CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Delinquent Loan Status Report" available as of the Closing Date
on the CMSA Website, is reasonably acceptable to the Servicer or the Special
Servicer, as applicable.

            "CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Financial File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Servicer or the Special Servicer, as
applicable.

            "CMSA Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Historical Liquidation Report" available as of the Closing Date
on the CMSA Website, is reasonably acceptable to the Servicer or the Special
Servicer, as applicable.

            "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Historical Loan Modification and Corrected Mortgage Loan
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Servicer or the Special Servicer, as applicable.

            "CMSA Investor Reporting Package": Collectively:

            (a) the following seven electronic files: (i) CMSA Loan Setup File,
      (ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
      Bond Level File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
      File and (vii) CMSA Special Servicer Loan File;

            (b) the following eleven supplemental reports: (i) CMSA Delinquent
      Loan Status Report, (ii) CMSA Historical Loan Modification and Corrected
      Mortgage Loan Report, (iii) CMSA Historical Liquidation Report, (iv) CMSA
      REO Status Report, (v) CMSA Operating Statement Analysis Report, (vi) CMSA
      Comparative Financial Status Report, (vii) CMSA Servicer Watch List,
      (viii) CMSA NOI Adjustment Worksheet, (ix) the CMSA Loan Level Reserve-LOC
      Report, (xi) the CMSA Advance Recovery Report, (x) the CMSA Reconciliation
      of Funds Report; and

            (c) such other reports as the CMSA may designate in the future,
      which are reasonably acceptable to the Servicer or Special Servicer, as
      applicable.

            "CMSA Loan Level Reserve-LOC Report": The monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Level Reserve-LOC Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally and is reasonably acceptable to the Servicer.

            "CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "CMSA Loan Periodic Update File" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be approved
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Loan Periodic Update File" available as of
the Closing Date on the CMSA Website, is reasonably acceptable to the Servicer
or the Special Servicer, as applicable, and the Trustee.

            "CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Loan Setup File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Loan Setup File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Servicer or the Special Servicer, as
applicable, and the Trustee.

            "CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website, is acceptable to the Servicer or the Special Servicer, as
applicable, and in any event, shall present the computations made in accordance
with the methodology described in such form to "normalize" the full year net
operating income and debt service coverage numbers used in the other reports
required by this Agreement.

            "CMSA Operating Statement Analysis Report": A report substantially
in the form of, and contain the information called for in, the downloadable form
of the "Operating Statement Analysis Report" available as of the Closing Date on
the CMSA Website or in such other form for the presentation of such information
and containing such additional information as may from time to time be approved
by the CMSA for commercial mortgage-backed securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for by the form of the "Operating Statement Analysis Report" available as
of the Closing Date on the CMSA Website, is reasonably acceptable to the
Servicer or the Special Servicer, as applicable.

            "CMSA Property File": The monthly report substantially in the form
of, and containing the information called for, in the downloadable form of the
"CMSA Property File" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Property File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Servicer or the Special Servicer, as
applicable.

            "CMSA Reconciliation of Funds Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Reconciliation of Funds Report" available as of the Closing Date on the
CMSA Website, or such other final form for the presentation of such information
as may from time to time be promulgated as recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Reconciliation of Funds Report" available as of the Closing Date on
the CMSA Website, is reasonably acceptable to the Trustee .

            "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "REO Status Report" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Servicer or the Special Servicer, as
applicable.

            "CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watch List" available as of the Closing Date
on the CMSA Website, or in such other final form for the presentation of such
information and containing such additional information as may from time to time
be approved by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Servicer Watch List" available
as of the Closing Date on the CMSA Website, is reasonably acceptable to the
Servicer or the Special Servicer, as applicable.

            "CMSA Special Servicer Loan File": The report substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA Special Servicer Loan File" available as of the Closing Date on the
CMSA Website, or such other final form for the presentation of such information
and containing such additional information as may from time to time be
promulgated as recommended by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "CMSA Special
Servicer Loan File" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the Special Servicer.

            "CMSA Supplemental Servicer Reports": The CMSA Delinquent Loan
Status Report, the CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, the CMSA Historical Liquidation Report, the CMSA REO Status Report, the
CMSA Servicer Watch List, the CMSA NOI Adjustment Worksheet, the CMSA
Comparative Financial Status Report, the CMSA Loan Level Reserve-LOC Report and
the CMSA Operating Statement Analysis Report.

            "CMSA Website": The CMSA's Website located at "www.cmbs.org" or such
other primary website as the CMSA may establish for dissemination of its report
forms.

            "Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of
the Treasury issued pursuant thereto.

            "Co-Lender Agreement": Any of the 277 Park Avenue Co-Lender
Agreement, the KinderCare Portfolio Co-Lender Agreement, the James Center
Co-Lender Agreement, the Level 3 Communications Co-Lender Agreement or 400
Broadway Co-Lender Agreement, as applicable.

            "Collateral Support Deficit":  As defined in Section 4.04.

            "Commission":  The Securities and Exchange Commission.

            "Compensating Interest Payment":  As defined in Section 3.19(a).

            "Component": Any of the Class A-1 Component, the Class A-2
Component, the Class A-3 Component, the Class A-AB Component, the Class A-4
Component, the Class A-1A Component, the Class A-M Component, the Class A-J
Component, the Class B Component, the Class C Component, the Class D Component,
the Class E Component, the Class F Component, the Class G Component, the Class H
Component, the Class J Component, the Class K Component, the Class L Component,
the Class M Component, the Class N Component, the Class O Component and the
Class P Component.

            "Condemnation Proceeds": All proceeds paid in connection with the
full or partial condemnation of a Mortgaged Property, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Mortgagor or any tenants or ground lessors, in accordance with
the Servicing Standard (in the case of a Non-Serviced Mortgage Loan, to the
extent of any portion of such amounts received by the Trustee or the Servicer
pursuant to the related Co-Lender Agreement).

            "Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class X-W
Certificates) then outstanding that has a then aggregate Certificate Balance at
least equal to 25% of the initial Certificate Balance of such Class of
Certificates. As of the Closing Date, the Controlling Class will be the Class P
Certificates.

            "Controlling Class Certificateholders": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee from time to time by such Holder (or
Certificate Owner).

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Global Securities and Trust Services--GECMC
2006-C1.

            "Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan as
to which (a) with respect to the circumstances described in clauses (i) and (ii)
of the definition of Servicing Transfer Event, the related Mortgagor has brought
the Specially Serviced Mortgage Loan current and thereafter made three
consecutive full and timely Monthly Payments (for such purposes taking into
account any modification or amendment of such Specially Serviced Mortgage Loan);
provided that no additional default is foreseeable in the good faith judgment of
the Special Servicer, (b) with respect to the circumstances described in clauses
(iii), (iv), (v), (vi) or (viii) of the definition of Servicing Transfer Event,
such circumstances cease to exist in the good faith judgment of the Special
Servicer and (c) with respect to the circumstances described in clause (vii) of
the definition of Servicing Transfer Event, such default has been cured,
provided, that, in each case no other Servicing Transfer Event is continuing
with respect thereto.

            "Credit File":  As defined in Section 2.01(d).

            "Cross-Collateralized  Mortgage  Loan":  Any Mortgage Loan that is
cross-collateralized and cross-defaulted with another Mortgage Loan.

            "Cross-Collateralized Group": The Cross-Collateralized Mortgage
Loans which are cross-collateralized and cross-defaulted with each other.

            "Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, either of the Mortgage Loan Sellers or an
Affiliate of any of them. The Trustee shall be the initial Custodian.

            "Cut-off Date": With respect to each Mortgage Loan, the later of
March 1, 2006 or the date of origination of such Mortgage Loan.

            "Cut-off Date Principal Balance": With respect to any Mortgage Loan,
Serviced Pari Passu Loan or Serviced B Note, the outstanding principal balance
of such Mortgage Loan, Serviced Pari Passu Loan or Serviced B Note, as of the
Cut-off Date, after application of all payments of principal due on or before
such date, whether or not received but without regard to any prepayments
received on or prior to the Cut-off Date.

            "DBRS":  Dominion  Bond Rating  Service,  Inc.,  or any  successor
thereto.

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan and
as of any date of determination, and calculated without regard to any
cross-collateralization feature of such Mortgage Loan, the ratio of (x) the Net
Cash Flow (before payment of any debt service on such Mortgage Loan) generated
by the related Mortgaged Property or Mortgaged Properties during the most
recently ended period of not more than twelve (12) months or less than three (3)
months for which financial statements (whether or not audited) have been
received by or on behalf of a Mortgage Loan Seller (prior to the Closing Date),
or the Servicer or the Special Servicer (following the Closing Date), to (y) the
product of the amount of the Monthly Payment in effect for such Mortgage Loan as
of such date of determination, multiplied by the number of months represented in
the financial statements. The Servicer may, in accordance with CMSA reporting
standards, report Net Cash Flow with respect to each Mortgaged Property where
one or more Mortgage Loans are secured by multiple Mortgaged Properties;
provided, however, that for purposes of determining Debt Service Coverage Ratio
compliance, calculations shall be made at the Mortgage Loan or Serviced Whole
Loan level and, provided, further, that with respect to the Mortgage Loans
indicated on Schedule 3, which pay interest only for a specified period of time
set forth in the related loan documents and then pay principal and interest, the
related Monthly Payment will be calculated (for purposes of this definition
only) to include interest and principal (based on the amortization schedule
indicated on Schedule 3).

            "Default Interest": With respect to any Mortgage Loan or Serviced
Whole Loan which is in default pursuant to the terms of the related loan
documents for any related Due Period, all interest accrued in respect of such
Mortgage Loan or Serviced Whole Loan during such Due Period provided for in the
related Mortgage Note or Mortgage as a result of the related default (exclusive
of Late Payment Charges) that is in excess of interest at the related Mortgage
Rate accrued on the unpaid principal balance of such Mortgage Loan or Serviced
Whole Loan outstanding from time to time during such Due Period.

            "Defaulted Mortgage Loan": A Mortgage Loan that is delinquent at
least sixty days in respect of its Monthly Payments or more than thirty days
delinquent in respect of its Balloon Payment, if any, in either case such
delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note.

            "Defaulting Party":  As defined in Section 7.01(b).

            "Defect":  As defined in Section 2.02(e).

            "Deficient Valuation": With respect to any Mortgage Loan or Serviced
Whole Loan, a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding principal balance of the
Mortgage Loan or Serviced Whole Loan, which valuation results from a proceeding
initiated under the Bankruptcy Code.

            "Definitive Certificate":  As defined in Section 5.01(a).

            "Denomination":  As defined in Section 5.01(a).

            "Depositor":   GE  Commercial  Mortgage  Corporation,  a  Delaware
corporation, or its successor in interest.

            "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.

            "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

            "Depository Rules":  As defined in Section 5.02(b).

            "Determination Date": With respect to any Distribution Date, the
earlier of (i) the 6th day of the month in which such Distribution Date occurs
or, if such 6th day is not a Business Day, the immediately preceding Business
Day, and (ii) the 4th Business Day prior to the related Distribution Date.

            "Directing Certificateholder": The Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Certificate
Registrar from time to time; provided, however, that (i) absent such selection,
or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt
by the Trustee of a notice from a majority of the Controlling Class
Certificateholders, by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that owns the
largest aggregate Certificate Balance of the Controlling Class will be the
Directing Certificateholder. LNR Securities Holdings, LLC, a Delaware limited
liability company, shall be the initial Directing Certificateholder, without
necessity of further notice or selection.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers (other than the sale of the REO Property
pursuant to Section 3.18), the use of such REO Property in a trade or business
conducted by the Trust Fund or the performance of any construction work on the
REO Property (other than the completion of a building or improvement, where more
than 10% of the construction of such building or improvement was completed
before default became imminent), other than through an Independent Contractor;
provided, however, that the Trustee (or the Special Servicer on behalf of the
Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the Special Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance or makes decisions as to repairs or capital
expenditures with respect to such REO Property or takes other actions consistent
with Treasury Regulations Section 1.856-4(b)(5)(ii).

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause either the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States," "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

            "Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates, the Accrued
Certificate Interest in respect of such Class of Regular Certificates for such
Distribution Date, reduced (to not less than zero) by (i) such Class's share of
the Uncovered Prepayment Interest Shortfall for such Distribution Date and (ii)
by any allocations to such Class of Certificates (other than in the case of the
Class X-W Certificates) of any Certificate Deferred Interest for such
Distribution Date.

            "Distribution Account": The segregated account created and
maintained by the Trustee pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "LaSalle Bank National Association,
as Trustee, in trust for the registered Holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
Distribution Account," which account shall be deemed to consist of,
collectively, the Lower-Tier Distribution Account, the Upper-Tier Distribution
Account and the Excess Interest Distribution Account. The Distribution Account
shall at all times be an Eligible Account.

            "Distribution Date": The 10th day of any month or, if such 10th day
is not a Business Day, the Business Day immediately following such 10th day,
commencing in April 2006.

            "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Monthly Payment thereon is scheduled to be first due, (ii) any
Mortgage Loan after the Maturity Date therefor, the day of the month set forth
in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan
had been scheduled to be first due, and (iii) any REO Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on the
related Mortgage Loan had been scheduled to be first due.

            "Due Period": With respect to any Distribution Date and any Mortgage
Loan or Serviced Whole Loan, the period commencing on the day immediately
succeeding the Due Date of a Mortgage Loan or a Serviced Whole Loan occurring in
the month preceding the month in which such Distribution Date occurs and ending
on and including the Due Date occurring in the month in which such Distribution
Date occurs. Notwithstanding the foregoing, in the event that the last day of
the Due Period (or applicable grace period) is not a Business Day, any payments
received with respect to the Mortgage Loan or Serviced Whole Loan relating to
such Due Period on the Business Day immediately following such day shall be
deemed to have been received during such Due Period and not during any other Due
Period.

            "EDGAR":   The   Commission's   Electronic   Data   Gathering  and
Retrieval System.

            "Eligible Account": Either (a) a segregated account or accounts
maintained with a federal or state chartered depository institution or trust
company (including the Trustee) (i) the long-term unsecured debt obligations of
which are rated at least (A) "AA-" by S&P (or "A+" by S&P if such institution's
short term rating is at least "A-1"), (B) "AA-" by Fitch, if the deposits are to
be held in the account more than 30 days, (C) to the extent that Moody's is
rating a securitization transaction into which a Serviced Pari Passu Loan is
deposited and such account relates to the related Serviced Whole Loan, "Aa3" by
Moody's, or, if not rated by Moody's, at least "Aa3" or its equivalent by
another nationally recognized statistical rating agency (which may include S&P,
Fitch and Moody's) if the deposits are to be held in such account 30 days or
more and (D) to the extent that DBRS is rating a securitization transaction into
which a Serviced Pari Passu Loan is deposited and such account relates to the
related Serviced Whole Loan, "AA (low)" by DBRS, or, if not rated by DBRS, at
least "AA (low)" or its equivalent by another nationally recognized statistical
rating agency (which may include S&P, Fitch and Moody's) if the deposits are to
be held in such account 30 days or more, or (ii) the short-term unsecured debt
obligations of which have a short-term rating of not less than (A) "A-1" from
S&P, (B) "F-1" by Fitch, if the deposits are held in the account for 30 days or
less, (C) to the extent that Moody's is rating a securitization transaction into
which a Serviced Pari Passu Loan is deposited and such account relates to the
related Serviced Whole Loan, "P-1" from Moody's, or, if not rated by Moody's, at
least "P-1" or its equivalent by another nationally recognized statistical
rating agency (which may include S&P, Fitch and Moody's) if the deposits are to
be held in such account for less than 30 days and (D) to the extent that DBRS is
rating a securitization transaction into which a Serviced Pari Passu Loan is
deposited and such account relates to the related Serviced Whole Loan, "R-1
(middle)" from DBRS, or, if not rated by DBRS, at least "R-1 (middle)" or its
equivalent by another nationally recognized statistical rating agency (which may
include S&P, Fitch and Moody's) if the deposits are to be held in such account
for less than 30 days, or such other account or accounts with respect to which
each of the Rating Agencies shall have confirmed in writing that the then
current rating assigned to any of the Certificates (and, in the case of an
account that relates to a Serviced Whole Loan, to any class of related Serviced
Pari Passu Loan Securities) that are currently being rated by such Rating Agency
will not be qualified, downgraded or withdrawn by reason thereof, (b) a
segregated account or accounts maintained with Deutsche Bank (or any of its
wholly owned affiliates) so long as the holder of such account is rated at least
(i) "A+" by S&P, (ii) "A+" by Fitch (or, if not rated by Fitch, at least "AA-"
or its equivalent by another nationally recognized statistical rating agency,
which may include S&P, Fitch and Moody's), (iii) to the extent that Moody's is
rating a securitization transaction into which a Serviced Pari Passu Loan is
deposited and such account relates to the related Serviced Whole Loan, "A1" by
Moody's or, if not rated by Moody's, at least "Aa3" or its equivalent by another
nationally recognized statistical rating agency and (iv) to the extent that DBRS
is rating a securitization transaction into which a Serviced Pari Passu Loan is
deposited and such account relates to the related Serviced Whole Loan, "AA
(low)" by DBRS or, if not rated by DBRS, at least "AA (low)" or its equivalent
by another nationally recognized statistical rating agency, (c) a segregated
trust account or accounts maintained with the corporate trust department of a
federal or state chartered depository institution or trust company that, in
either case, has a combined capital and surplus of at least $50,000,000 and has
corporate trust powers, acting in its fiduciary capacity, provided that any
state chartered depository institution or trust company is subject to regulation
regarding fiduciary funds substantially similar to 12 C.F.R. ss. 9.10(b), or (d)
an account or accounts maintained with PNC Bank, National Association so long as
PNC Bank's long term unsecured debt rating shall be at least "A1" from Moody's,
"A" from Fitch and "A" by S&P (if the deposits are to be held in the account for
more than 30 days) or PNC Bank's short term deposit or short term unsecured debt
rating shall be at least "P-1" from Moody's, "F-1" from Fitch and "A-1" by S&P
(if the deposits are to be held in the account for 30 days or less). Eligible
Accounts may bear interest. No Eligible Account shall be evidenced by a
certificate of deposit, passbook or other similar instrument.

            "Eligible Investor": Any of (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A, (ii) an Institutional Accredited Investor,
or (iii) in the case of the Regular Certificates (other than the ERISA
Restricted Certificates (without giving effect to clause (b)(ii) of such
definition)), in the case of ownership or transfer of an interest in any
Regulation S Book-Entry Certificate, a Person acquiring such interest pursuant
to Regulation S in accordance with all applicable procedures herein.

            "Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property, and including investigation of lead
based paint, radon and asbestos.

            "Environmental Insurance Policy": With respect to any Mortgage Loan
or Serviced Whole Loan, the insurance policy covering Insured Environmental
Events that is maintained from time to time in respect of such Mortgage Loan or
Serviced Whole Loan or the related Mortgaged Property.

            "ERISA":  The Employee  Retirement Income Security Act of 1974, as
amended.

            "ERISA Prohibited Holder":  As defined in Section 5.02(d)(i)(A).

            "ERISA Restricted Certificate": Any Class J, Class K, Class L, Class
M, Class N, Class O or Class P Certificate; provided, that any such Certificate
(a) will cease to be considered an ERISA Restricted Certificate and (b) will
cease to be subject to the transfer restrictions contained in Section 5.02(c)
if, as of the date of a proposed transfer of such Certificate, either (i) it is
rated in one of the four highest generic ratings categories by a Rating Agency
or (ii) relevant provisions of ERISA would permit transfer of such Certificate
to a Plan (in the case of clause (ii), as evidenced by an Opinion of Counsel).

            "Escrow Payment": Any payment received by the Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground lease
rents and similar items in respect of the related Mortgaged Property, including
amounts for deposit to any reserve account.

            "Euroclear":  The Euroclear System and its successors.

            "Event  of  Default":  One or  more  of the  events  described  in
Section 7.01(a).

            "Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate, interest
accrued on such Mortgage Loan after the Anticipated Prepayment Date allocable to
the Excess Rate, including all interest accrued thereon. The Excess Interest
shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC formed
hereunder.

            "Excess Interest Distribution Account": The trust account, accounts
or subaccounts, which may be a subaccount of the Distribution Account, created
and maintained by the Trustee pursuant to Section 3.04(c), which shall be
entitled "LaSalle Bank National Association, as Trustee, in trust for the
registered Holders of GE Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2006-C1, Excess Interest Distribution
Account," and which must be an Eligible Account or maintained as a subaccount of
an Eligible Account. The Excess Interest Distribution Account shall not be an
asset of the Lower-Tier REMIC or the Upper-Tier REMIC formed hereunder.

            "Excess Liquidation Proceeds": With respect to any Mortgage Loan
(and in the case of a Non-Serviced Mortgage Loan, to the extent received in
accordance with the related Co-Lender Agreement or Non-Serviced Mortgage Loan
Pooling Agreement) or Serviced Whole Loan, the excess of (i) Liquidation
Proceeds of that Mortgage Loan or Serviced Whole Loan or related REO Property
net of any related Liquidation Expenses, Advances and interest on Advances over
(ii) the amount that would have been received if payment in full had been made
with respect to such Mortgage Loan or Serviced Whole Loan on the Due Date
immediately following the date on which such proceeds were received.

            "Excess Liquidation Proceeds Reserve Account": The account, accounts
or sub-account created and maintained by the Trustee, which may be a sub-account
of the Distribution Account, pursuant to Section 3.04(c) in trust for the
Certificateholders, which shall be entitled "LaSalle Bank National Association,
as Trustee, for the benefit of Holders of GE Commercial Mortgage Corporation,
Mortgage Pass-Through Certificates, Series 2006-C1, Excess Liquidation Proceeds
Reserve Account." Any such account shall at all times be an Eligible Account or
a sub-account of an Eligible Account. The Excess Liquidation Proceeds Reserve
Account shall be an asset of the Lower-Tier REMIC.

            "Excess Rate": With respect to each of the Mortgage Loans indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.

            "Exchange  Act": The  Securities  Exchange Act of 1934, as amended
from time to time.

            "Fannie Mae":  Fannie Mae or any successor thereto.

            "FDIC":  Federal  Deposit  Insurance  Corporation or any successor
thereto.

            "FEMA":  Federal  Emergency  Management  Agency  or any  successor
thereto.

            "Final Recovery Determination": A good faith reasonable
determination by the Special Servicer with respect to any Defaulted Mortgage
Loan or REO Property (other than a Mortgage Loan or REO Property, as the case
may be, that was purchased by a Mortgage Loan Seller pursuant to Section 3 of
the applicable Mortgage Loan Purchase Agreement, by the Directing
Certificateholder or the Special Servicer pursuant to Section 3.18(c), or by the
Special Servicer or the Servicer pursuant to Section 9.01 or, in the case of a
Serviced Whole Loan, a holder of any related Serviced Pari Passu Loan or
Serviced B Note or its designee pursuant to the related Co-Lender Agreement)
that there has been a recovery of all Insurance Proceeds and Condemnation
Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries
that will ultimately be recoverable.

            "Fitch":  Fitch, Inc. and its successors in interest.

            "Form 8-K" shall mean Exchange Act Form 8-K, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing current reports under Section 13 or
15(d) of the Exchange Act, filed pursuant to Rule 13a-11 or Rule 15d-11, and for
reports of nonpublic information required to be disclosed by Regulation FD (17
CFR 243.100 and 243.101). For purposes of this Agreement, "Form 8-K" shall be
deemed to include any successor or equivalent Exchange Act form adopted by the
Commission.

            "Form 8-K Disclosure Information": As defined in Section 11.09.

            "Form 10-D" shall mean Exchange Act Form 10-D, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing distribution reports under Section
13 or 15(d) of the Exchange Act, filed pursuant to Rule 13a-17 or Rule 15d-17.
For purposes of this Agreement, "Form 10-D" shall be deemed to include any
successor or equivalent Exchange Act form adopted by the Commission.

            "Form 10-K": Exchange Act Form 10-K, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing annual reports pursuant to Section
13 or 15(d) of the Exchange Act for which no other form is prescribed, as well
as for filing transition reports pursuant to Section 13 or 15(d) of the Exchange
Act. For purposes of this Agreement, "Form 10-K" shall be deemed to include any
successor or equivalent Exchange Act form adopted by the Commission.

            "Freddie Mac":  Freddie Mac or any successor thereto.

            "GACC":  German American Capital Corporation.

            "GACC Mortgage  Loan":  Any Mortgage Loan sold to the Depositor by
GACC.

            "GECC":  General Electric Capital Corporation.

            "GECC Mortgage  Loan":  Any Mortgage Loan sold to the Depositor by
GECC.

            "GMACCM 2006-C1 Pooling Agreement": The Pooling and Servicing
Agreement, dated as of January 1, 2006, among GMAC Commercial Mortgage
Securities, Inc., as depositor, GMAC Commercial Mortgage Corporation, as master
servicer and serviced whole loan paying agent, CWCapital Asset Management LLC,
as special servicer and Wells Fargo Bank, N.A., relating to the issuance of GMAC
Commercial Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series
2006-C1, as from time to time amended, supplemented, modified or replaced.

            "GMACCM 2006-C1 Servicer": GMAC Commercial Mortgage Corporation, or
its successor servicer appointed pursuant to the GMACCM 2006-C1 Pooling
Agreement.

            "GMACCM 2006-C1 Special Servicer": CWCapital Asset Management LLC or
its successor special servicer, appointed pursuant to the GMACCM 2006-C1 Pooling
Agreement.

            "GMACCM  2006-C1  Trustee":  Wells  Fargo Bank,  N.A.,  as trustee
under the GMACCM 2006-C1 Pooling Agreement.

            "Grantor   Trust":   That  certain  "grantor  trust"  (within  the
meaning of the Grantor Trust Provisions),  the assets of which are the Grantor
Trust Assets.

            "Grantor Trust Assets": The segregated pool of assets consisting of
the Excess Interest and the Excess Interest Distribution Account, beneficial
ownership of which is represented by Class S Certificates.

            "Grantor  Trust  Provisions":  Sections  671-679  of the  Code and
Treasury Regulations Section 301.7701-4(c).

            "Ground Lease": In the case of any Mortgage Loan for which the
related Mortgagor has a leasehold interest in the related Mortgaged Property,
the lease agreement creating such leasehold interest.

            "Group 1  Mortgage  Loan":  Any Mortgage  Loan  identified  on the
Mortgage Loan Schedule as belonging to Loan Group 1.

            "Group 2  Mortgage  Loan":  Any Mortgage  Loan  identified  on the
Mortgage Loan Schedule as belonging to Loan Group 2.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.

            "Holdback Mortgage Loan": Any Mortgage Loan as to which the related
Mortgagor was required to escrow funds or post a letter of credit related to
satisfying certain performance objectives.

            "Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Trustee, the Depositor, the
Servicer, the Special Servicer, the Directing Certificateholder, the holder of
any Serviced Pari Passu Loan or Serviced B Note and any and all Affiliates
thereof, (ii) does not have any material direct financial interest in or any
material indirect financial interest in any of the Trustee, the Depositor, the
Servicer, the Special Servicer, the Directing Certificateholder, the holder of
any Serviced Pari Passu Loan or Serviced B Note or any Affiliate thereof and
(iii) is not connected with the Trustee, the Depositor, the Servicer, the
Special Servicer, the Directing Certificateholder, the holder of any Serviced
Pari Passu Loan or Serviced B Note or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Trustee, the Depositor, the Servicer, the Special Servicer,
the Directing Certificateholder, the holder of any Serviced Pari Passu Loan or
Serviced B Note or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any Class of securities issued by the Trustee,
the Depositor, the Servicer, the Special Servicer, the Directing
Certificateholder, the holder of any Serviced Pari Passu Loan or Serviced B Note
or any Affiliate thereof, as the case may be, provided, further, that such
ownership constitutes less than 1% of the total assets owned by such Person.

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Lower-Tier REMIC within the meaning
of Section 856(d)(3) of the Code if the Lower-Tier REMIC were a real estate
investment trust (except that the ownership test set forth in that Section shall
be considered to be met by any Person that owns, directly or indirectly, 35% or
more of any Class of Certificates, or such other interest in any Class of
Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Servicer, the holder of any Serviced Pari Passu Loan
or Serviced B Note or the Trust, delivered to the Trustee and the Servicer), so
long as the Trust does not receive or derive any income from such Person and
provided that the relationship between such Person and the Lower-Tier REMIC is
at arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5) (except that the Servicer or the Special Servicer shall not be
considered to be an Independent Contractor under the definition in this clause
(i) unless an Opinion of Counsel has been delivered to the Trustee (and, if any
Serviced Whole Loan is affected, to the holders of any related Serviced Pari
Passu Loan or Serviced B Note) to that effect) or (ii) any other Person
(including the Servicer and the Special Servicer) upon receipt by the Trustee
and the Servicer (and, if any Serviced Whole Loan is affected, by the holders of
any related Serviced Pari Passu Loan or Serviced B Note) of an Opinion of
Counsel, which shall be at no expense to the Trustee, the Servicer, the Trust
Fund or the holder of any Serviced Pari Passu Loan or Serviced B Note, to the
effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or cause any income realized in respect of such
REO Property to fail to qualify as Rents from Real Property.

            "Initial Certification Date":  As defined in Section 2.02(b).

            "Initial  Purchasers":  Deutsche Bank  Securities Inc. and Banc of
America Securities LLC.

            "Institutional Accredited Investor": As defined in Section 5.02(b).

            "Insurance Policy": With respect to any Mortgage Loan or Serviced
Whole Loan, any hazard insurance policy, flood insurance policy, title policy or
other insurance policy that is maintained from time to time in respect of such
Mortgage Loan or Serviced Whole Loan or the related Mortgaged Property.

            "Insurance Proceeds": All proceeds paid under any Insurance Policy,
to the extent such proceeds are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor or any tenants or ground
lessors, in accordance with the Servicing Standard (or, with respect to a
Non-Serviced Mortgage Loan, to the extent received pursuant to the related
Co-Lender Agreement).

            "Insured Environmental Event":  As defined in Section 3.07(f).

            "Interest Accrual Period": With respect to any Class of Regular
Certificates, Uncertificated Lower-Tier Interests and any Distribution Date, the
period beginning on the first day of the calendar month preceding the calendar
month in which the related Distribution Date occurs and ending on the last day
of the calendar month preceding the calendar month in which such Distribution
Date occurs, calculated assuming that each month has 30 days and each year has
360 days.

            "Interest Distribution Amount": With respect to any Class of Regular
Certificates or the Uncertificated Lower-Tier Interests for any Distribution
Date, an amount equal to the sum of the Distributable Certificate Interest and
the Class Unpaid Interest Shortfall with respect to such Class of Regular
Certificates or Uncertificated Lower-Tier Interests for such Distribution Date
and any Accrued Interest From Recoveries for such Class, to the extent not
previously paid for all prior Distribution Dates.

            "Interest Reserve Account": The trust account created and maintained
by the Trustee pursuant to Section 3.25 in the name of "LaSalle Bank National
Association, as Trustee, in trust for the registered holders of GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2006-C1, Interest Reserve Account" or maintained as a sub-account of the
Distribution Account into which the amounts set forth in Section 3.25 shall be
deposited directly and which must at all times be an Eligible Account or a
sub-account of an Eligible Account. The Interest Reserve Account shall be an
asset of the Lower-Tier REMIC.

            "Interest Reserve Loans":  The Actual/360 Mortgage Loans.

            "Interested  Person":  The  Depositor,  the Servicer,  the Special
Servicer,  any Independent  Contractor  engaged by the Special  Servicer,  any
Holder of a Certificate or any Affiliate of any such Person.

            "Investment Account":  As defined in Section 3.06(a).

            "Investment     Representation     Letter":    As    defined    in
Section 5.02(b).

            "James  Center A Notes":  Collectively,  the James Center Note A-1
and the James Center Mortgage Loan.

            "James Center Co-Lender Agreement": That certain intercreditor
agreement, dated as of December 14, 2005, by and among the holders of the James
Center Mortgage Loan and the James Center Pari Passu Loan, in each case,
relating to the relative rights of such holders, as the same may be further
amended, modified or supplemented from time to time.

            "James Center Mortgage Loan": With respect to the James Center Whole
Loan, the promissory note made by the related Mortgagor and secured by the
Mortgage on the James Center Mortgaged Property in the original principal amount
of $50,000,000, which is included in the Trust and which is pari passu in right
of payment to the James Center Note A-1, as provided in the James Center
Co-Lender Agreement, as from time to time amended, supplemented, modified or
replaced.

            "James  Center  Mortgaged  Property":  The property or  properties
which secure the James Center Whole Loan.

            "James Center Note A-1": With respect to the James Center Whole
Loan, the promissory note made by the related Mortgagor and secured by the
Mortgage on the related Mortgaged Property in the original principal amount of
$100,000,000, which is not included in the Trust and which is pari passu in
right of payment to the other James Center A Note, as provided in the James
Center Co-Lender Agreement, as from time to time amended, supplemented, modified
or replaced.

            "James Center Pari Passu Loan": For so long as the James Center
Mortgage Loan or a successor REO Loan with respect to the James Center Mortgage
Loan is part of the Mortgage Pool, the James Center Note A-1. The James Center
Pari Passu Loan is not included in the Trust.

            "James Center Whole Loan": The James Center Mortgage Loan, together
with the James Center Pari Passu Loan. References herein to the James Center
Whole Loan shall be construed to refer to the aggregate indebtedness under the
James Center Mortgage Loan and the James Center Pari Passu Loan.

            "KinderCare Portfolio A Notes": Collectively, the KinderCare
Portfolio Note A-1, the KinderCare Portfolio Note A-3 and the KinderCare
Portfolio Mortgage Loan.

            "KinderCare Portfolio Co-Lender Agreement": That certain
intercreditor and servicing agreement, dated as of December 1, 2005, by and
among the holders of the KinderCare Portfolio Mortgage Loan and the KinderCare
Portfolio Pari Passu Loans, in each case, relating to the relative rights of
such holders, as the same may be further amended, modified or supplemented from
time to time.

            "KinderCare Portfolio Mortgage Loan": With respect to the KinderCare
Portfolio Whole Loan, the promissory note made by the related Mortgagor and
secured by the Mortgage on the KinderCare Portfolio Mortgaged Property in the
original principal amount of $150,000,000, which is included in the Trust and
which is pari passu in right of payment to the other KinderCare Portfolio A
Notes, as provided in the KinderCare Portfolio Co-Lender Agreement, as from time
to time amended, supplemented, modified or replaced.

            "KinderCare Portfolio Mortgaged Property": The property or
properties which secure the KinderCare Portfolio Whole Loan.

            "KinderCare Portfolio Note A-1": With respect to the KinderCare
Portfolio Whole Loan, the promissory note made by the related Mortgagor and
secured by the Mortgage on the related Mortgaged Property in the original
principal amount of $350,000,000 which includes a senior portion with an
original principal balance of $350,000,000 and six subordinate components with
an aggregate original principal balance of $200,000,000, which is not included
in the Trust and the senior portion of which is pari passu in right of payment
to the other KinderCare Portfolio A Notes, as provided in the KinderCare
Portfolio Co-Lender Agreement, as from time to time amended, supplemented,
modified or replaced.

            "KinderCare Portfolio Note A-3": With respect to the KinderCare
Portfolio Whole Loan, the promissory note made by the related Mortgagor and
secured by the Mortgage on the related Mortgaged Property in the original
principal amount of $150,000,000, which is not included in the Trust and which
is pari passu in right of payment to the other KinderCare Portfolio A Notes, as
provided in the KinderCare Portfolio Co-Lender Agreement, as from time to time
amended, supplemented, modified or replaced.

            "KinderCare Portfolio Pari Passu Loans": For so long as the
KinderCare Portfolio Mortgage Loan or a successor REO Loan with respect to the
KinderCare Portfolio Mortgage Loan is part of the Mortgage Pool, the KinderCare
Portfolio Note A-1 and the KinderCare Portfolio Note A-3. The KinderCare
Portfolio Pari Passu Loans are not included in the Trust.

             "KinderCare Portfolio Whole Loan": The KinderCare Portfolio
Mortgage Loan, together with the KinderCare Portfolio Pari Passu Loans.
References herein to the KinderCare Portfolio Whole Loan shall be construed to
refer to the aggregate indebtedness under the KinderCare Portfolio Mortgage Loan
and the KinderCare Portfolio Pari Passu Loans.

            "Late Collections": With respect to any Mortgage Loan or Serviced
Whole Loan, all amounts received thereon on or prior to the related
Determination Date (or the related grace period), whether as payments, Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal or interest due in respect
of such Mortgage Loan or Serviced Whole Loan (without regard to any acceleration
of amounts due thereunder by reason of default) on a Due Date in a previous Due
Period and not previously recovered. With respect to any REO Loan, all amounts
received in connection with the related REO Property on or prior to the related
Determination Date (including any grace period), whether as Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late collections of principal or interest due or deemed due in respect
of such REO Loan or the predecessor Mortgage Loan or Serviced Whole Loan
(without regard to any acceleration of amounts due under the predecessor
Mortgage Loan or Serviced Whole Loan by reason of default) on a Due Date in a
previous Due Period and not previously recovered. The term "Late Collections"
shall specifically exclude Penalty Charges.

            "Late Payment Charges": With respect to any Mortgage Loan or
Serviced Whole Loan, amounts due to the Servicer (which accrued on non-Specially
Serviced Mortgage Loans) or the Special Servicer (which accrued on Specially
Serviced Mortgage Loans), which represent charges for late payments paid by a
Mortgagor pursuant to the loan documents.

            "Level 3 Communications B Note": With respect to the Level 3
Communications Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Mortgage on the Mortgaged Property identified as
"Level 3 Communications" and designated as Promissory Note B, which is not
included in the Trust, which is subordinated in right of payment to the Level 3
Communications Mortgage Loan as provided in the Level 3 Communications Co-Lender
Agreement.

            "Level 3 Communications Co-Lender Agreement": With respect to the
Level 3 Communications Whole Loan, the related intercreditor agreement by and
between the holders of the Level 3 Communications Mortgage Loan and the Level 3
Communications B Note, relating to the relative rights of such holders of the
respective Level 3 Communications Mortgage Loan and the Level 3 Communications B
Note, as the same may be amended from time to time in accordance with the terms
thereof.

            "Level 3 Communications Mortgage Loan": With respect to the Level 3
Communications Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Mortgage on the Mortgaged Property identified as
"Level 3 Communications" and designated as Promissory Note A, which is included
in the Trust and which is senior in right of payment to the Level 3
Communications B Note as provided in the Level 3 Communications Co-Lender
Agreement.

            "Level 3 Communications Whole Loan": Collectively, the Level 3
Communications Mortgage Loan and the Level 3 Communications B Note. References
herein to the Level 3 Communications Whole Loan shall be construed to refer to
the aggregate indebtedness under the Level 3 Communications Mortgage Loan and
the Level 3 Communications B Note.

            "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan (or related REO Loan) is repurchased by the applicable Mortgage Loan Seller
pursuant to Section 3 of the related Mortgage Loan Purchase Agreement; (iv) such
Mortgage Loan is purchased by the Directing Certificateholder or the Special
Servicer pursuant to Section 3.18(c); (v) such Mortgage Loan is purchased by the
Special Servicer or the Servicer pursuant to Section 9.01(b) or acquired by the
Sole Certificateholder in exchange for its Certificates pursuant to Section
9.01(d); (vi) such Mortgage Loan is purchased by the related mezzanine lender
pursuant to the related intercreditor agreement; (vii) in the case of a Whole
Loan, such Mortgage Loan is purchased by a holder of a B Note or its designee
pursuant to the related Co-Lender Agreement; or (viii) in the case of a
Non-Serviced Whole Loan, such Mortgage Loan is purchased pursuant to the related
Non-Serviced Mortgage Loan Pooling Agreement. With respect to any REO Property
(and the related REO Loan), any of the following events: (i) a Final Recovery
Determination is made with respect to such REO Property or (ii) such REO
Property is purchased by the Servicer or the Special Servicer pursuant to
Section 9.01.

            "Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Special Servicer in connection
with the liquidation of any Specially Serviced Mortgage Loan or REO Property
pursuant to Section 3.09 or 3.18 (including, without limitation, legal fees and
expenses, committee or referee fees and, if applicable, brokerage commissions
and conveyance taxes).

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to (a) each Specially Serviced Mortgage Loan or REO Disposition as to
which the Special Servicer receives a full or discounted payoff with respect
thereto from the related Mortgagor or any Liquidation Proceeds with respect
thereto (in any case, other than amounts for which a Workout Fee has been paid,
or will be payable), equal to the product of the Liquidation Fee Rate and the
proceeds of such full or discounted payoff or the net Liquidation Proceeds (net
of the related Liquidation Expenses) related to such liquidated Specially
Serviced Mortgage Loan or REO Disposition, as the case may be; provided,
however, that no Liquidation Fee shall be payable with respect to clauses (iii),
(iv) (except to the extent set forth in clause (b) below), (v), (vi) (unless (A)
such Liquidation Fee is not specifically prohibited under the related mezzanine
intercreditor agreement (provided that any future permitted mezzanine debt will
require the payment of a Liquidation Fee, to the extent not prohibited by the
related Mortgage Loan documents if the Mortgage Loan is not purchased within 60
days of the date on which the related Purchase Option becomes exercisable) and
(B) the related Mortgage Loan is purchased by the related mezzanine lender more
than 60 days after the date the related purchase option becomes exercisable;
provided, however, that such Liquidation Fee shall in all circumstances be
payable by the related mezzanine lender and shall not, under any circumstance,
by payable out of the Trust), (vii) (unless the related Mortgage Loan is
purchased by the holder of the related B Note more than 60 days after the date
the related purchase option becomes exercisable; provided, however, that such
Liquidation Fee described in this clause (vii) shall in all circumstances be
payable by the holder of the related Serviced B Note and shall not, under any
circumstances, be payable out of the Trust) or (viii) of the definition of
Liquidation Proceeds and (b) each Mortgage Loan repurchased by the Mortgage Loan
Seller after the expiration of the applicable time period provided for in the
first sentence of Section 2.03(b).

            "Liquidation Fee Rate":  A rate equal to 1.0%.

            "Liquidation Proceeds": Cash amounts (other than Insurance Proceeds
and Condemnation Proceeds and REO Revenues) received by or paid to the Servicer
or the Special Servicer in connection with: (i) the liquidation of a Mortgaged
Property or other collateral constituting security for a Defaulted Mortgage
Loan, through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Mortgagor in accordance with applicable law and the terms and conditions of the
related Mortgage Note and Mortgage; (ii) the realization upon any deficiency
judgment obtained against a Mortgagor; (iii) the purchase of a Defaulted
Mortgage Loan by the Directing Certificateholder or the Special Servicer, as
applicable, pursuant to Section 3.18(c); (iv) the repurchase of a Mortgage Loan
(or related REO Loan) by the applicable Mortgage Loan Seller pursuant to Section
3 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a
Mortgage Loan or REO Property by the Special Servicer or the Servicer pursuant
to Section 9.01; (vi) the purchase of a mortgage loan by the related mezzanine
lender pursuant to the related intercreditor agreement; (vii) in the case of a
Whole Loan, the purchase of the related Mortgage Loan by a holder of a related B
Note or its designee, as applicable, pursuant to the related Co-Lender
Agreement; or (viii) in the case of a Non-Serviced Whole Loan, the purchase of
the related Mortgage Loan pursuant to the related Non-Serviced Mortgage Loan
Pooling Agreement. With respect to a Non-Serviced Mortgage Loan, Liquidation
Proceeds shall also include any proceeds allocable to such Non-Serviced Mortgage
Loan denoted as "Liquidation Proceeds" under the related Non-Serviced Mortgage
Loan Pooling Agreement.

            "LNR":  LNR  Partners,   Inc.,  a  Florida  corporation,   or  its
successors in interest.

            "LNR Cure Period":  The period commencing on the date when the LNR
10-K Notice is delivered to LNR  Partners,  Inc. and ending at 5:00 p.m.  (New
York time) on the third business day prior to the 10-K Filing Deadline.

            "LNR 10-K Notice": The notice to be delivered to LNR by the Trustee
pursuant to Section 11.16(e) hereof.

            "Loan  Group":  Either Loan Group 1 or Loan  Group 2.  Each of the
Mortgage Loans will belong to either Loan Group 1 or Loan Group 2.

            "Loan Group 1":  Collectively,  all of the Mortgage Loans that are
Group 1 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 1 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 1.

            "Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) the Loan Group 1 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of the Scheduled
Principal Distribution Amount for such Distribution Date attributable to Loan
Group 1 and (c) that portion, if any, of the Unscheduled Principal Distribution
Amount for such Distribution Date attributable to Loan Group 1; provided, that
the Loan Group 1 Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Group 1 Mortgage Loans in a period during which
such principal collections would have otherwise been included in the Loan Group
1 Principal Distribution Amount for such Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Group 1 Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Loan Group 1 Principal Distribution
Amount for such Distribution Date and (iii) following the reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of (A) the total
amount of Nonrecoverable Advances, plus interest on such Nonrecoverable
Advances, and Workout-Delayed Reimbursement Amounts, that would have been paid
or reimbursed from principal collections on the Group 2 Mortgage Loans as
provided for in clauses (i) and (ii) of the definition of "Loan Group 2
Principal Distribution Amount" had the Loan Group 2 Principal Distribution
Amount been sufficient to make such reimbursements in full, over (B) the Loan
Group 2 Principal Distribution Amount (prior to giving effect to clauses (i),
(ii) and (iii) of the definition of "Loan Group 2 Principal Distribution
Amount") for that Distribution Date (provided, further, that, with respect to
the amounts identified in clauses (i), (ii) and (iii) above, if any of such
amounts reimbursed from principal collections on the Group 1 Mortgage Loans are
subsequently recovered on the related Mortgage Loan, such recovery will be
applied to increase the Loan Group 1 Principal Distribution Amount for the
Distribution Date related to the period in which such recovery occurs).

            "Loan Group 1 Principal Shortfall": For any Distribution Date after
the initial Distribution Date, the amount, if any, by which (a) the lesser of
(i) the Loan Group 1 Principal Distribution Amount for the prior Distribution
Date and (ii) the Certificate Balance of the Class A Certificates (other than
the Class A-1A Certificates), exceeds (b) the aggregate amount distributed in
respect of principal on the Class A Certificates (other than the Class A-1A
Certificates) on the preceding Distribution Date. The Loan Group 1 Principal
Shortfall for the initial Distribution Date will be zero.

            "Loan Group 2": Collectively, all of the Mortgage Loans that are
Group 2 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 2.

            "Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) the Loan Group 2 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of the Scheduled
Principal Distribution Amount for such Distribution Date attributable to Loan
Group 2 and (c) that portion, if any, of the Unscheduled Principal Distribution
Amount for such Distribution Date attributable to Loan Group 2; provided, that
the Loan Group 2 Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Group 2 Mortgage Loans in a period during which
such principal collections would have otherwise been included in the Loan Group
2 Principal Distribution Amount for such Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Group 2 Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Loan Group 2 Principal Distribution
Amount for such Distribution Date and (iii) following the reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of (A) the total
amount of Nonrecoverable Advances, plus interest on such Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts that would have been paid or
reimbursed from principal collections on the Group 1 Mortgage Loans as provided
for in clauses (i) and (ii) of the definition of "Loan Group 1 Principal
Distribution Amount" had the Loan Group 1 Principal Distribution Amount been
sufficient to make such reimbursements in full, over (B) the Loan Group 1
Principal Distribution Amount (prior to giving effect to clauses (i), (ii) and
(iii) of the definition of "Loan Group 1 Principal Distribution Amount") for
that Distribution Date (provided, further, that, with respect to the amounts
identified in clauses (i), (ii) and (iii) above, if any of such amounts
reimbursed from principal collections on the Group 2 Mortgage Loans are
subsequently recovered on the related Mortgage Loan, such recovery will be
applied to increase the Loan Group 2 Principal Distribution Amount for the
Distribution Date related to the period in which such recovery occurs).

            "Loan Group 2 Principal Shortfall": For any Distribution Date after
the initial Distribution Date, the amount, if any, by which (a) the lesser of
(i) the Loan Group 2 Principal Distribution Amount for the prior Distribution
Date and (ii) the Certificate Balance of the Class A-1A Certificates, exceeds
(b) the aggregate amount distributed in respect of principal on the Class A-1A
Certificates on the preceding Distribution Date. The Loan Group 2 Principal
Shortfall for the initial Distribution Date will be zero.

            "Loan Seller Sub-Servicer": A Servicing Function Participant or
Sub-Servicer required to be retained by the Servicer or the Special Servicer by
a Mortgage Loan Seller, as listed on Schedule 13 hereto.

            "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any
date of determination, the fraction, expressed as a percentage, the numerator of
which is the scheduled principal balance of such Mortgage Loan at the time of
determination, and the denominator of which is the Original Value of the related
Mortgaged Property.

            "Lower-Tier Distribution Account": The sub-account deemed to be a
part of the Distribution Account and maintained by the Trustee pursuant to
Section 3.04(b).

            "Lower-Tier Distribution Amount":  As defined in Section 4.01(b).

            "Lower-Tier Principal Amount": The principal amount of any
Uncertificated Lower-Tier Interest outstanding as of any date of determination.
With respect to any Class of Uncertificated Lower-Tier Interests, (a) on or
prior to the first Distribution Date, an amount equal to the Original Lower-Tier
Principal Amount of such Class as specified in the Preliminary Statement hereto,
and (b) as of any date of determination after the first Distribution Date, as
permanently reduced by all distributions of principal deemed to have been made
in respect of such Class of Uncertificated Lower-Tier Interests on such
Distribution Date pursuant to Section 4.01(b), any Collateral Support Deficit
allocated thereto pursuant to Section 4.04, and as adjusted for any Certificate
Deferred Interest pursuant to Section 4.06 (but not less than zero).

            "Lower-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Mortgage Loans (exclusive of Excess
Interest), any related REO Property (to the extent of the Trust Fund's interest
therein) or beneficial interest in a Mortgaged Property acquired under a
Non-Serviced Mortgage Loan Pooling Agreement with respect thereto, such amounts
with respect thereto as shall from time to time be held in the Certificate
Account, the REO Accounts (to the extent of the Trust Fund's interest therein),
if any, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account, if any, and the Lower-Tier Distribution Account, and all other property
included in the Trust Fund that is not in the Upper-Tier REMIC or the Grantor
Trust.

            "MAI":  Member of the Appraisal Institute.

            "Material Breach":  As defined in Section 2.03(b).

            "Maturity Date": With respect to any Mortgage Loan or Serviced Whole
Loan as of any date of determination, the date on which the last payment of
principal is due and payable under the related Mortgage Note, after taking into
account all Principal Prepayments received prior to such date of determination,
but without giving effect to (i) any acceleration of the principal of such
Mortgage Loan by reason of default thereunder or (ii) any grace period permitted
by the related Mortgage Note.

            "MERS":  Mortgage Electronic Registration Systems, Inc.

            "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a Mortgagor from time to time under the
related Mortgage Note (as such terms may be changed or modified in connection
with a bankruptcy, insolvency or similar proceeding or by reason of any
modification or waiver pursuant to Section 3.20) and applicable law, without
regard to any acceleration of principal of such Mortgage Loan by reason of
default thereunder and without respect to any Excess Interest.

            "Moody's":  Moody's  Investors  Service,  Inc., and its successors
in interest.

            "Mortgage": With respect to any Mortgage Loan, Serviced B Note,
Serviced Pari Passu Loan or Non-Serviced Pari Passu Loan, the mortgage, deed of
trust or other instrument securing a Mortgage Note and creating a lien on the
fee or leasehold interest in the related Mortgaged Property and, with respect to
certain Mortgage Loan, Serviced B Note, Serviced Pari Passu Loan or Non-Serviced
Pari Passu Loan and certain relevant terms which are not specified in the
mortgage or deed of trust, the loan agreement for such Mortgage Loan, Serviced B
Note, Serviced Pari Passu Loan or Non-Serviced Pari Passu Loan.

            "Mortgage Deferred Interest": With respect to any Mortgage Loan as
of any Due Date that has been modified to reduce the rate at which interest is
paid currently below the Mortgage Rate and capitalize the amount of such
interest reduction, the excess, if any, of (a) interest accrued on the Stated
Principal Balance thereof during the one-month interest accrual period set forth
in the related Mortgage Note at the related Mortgage Rate over (b) the interest
portion of the related Monthly Payment, as so modified or reduced, or, if
applicable, Assumed Scheduled Payment due on such Due Date.

            "Mortgage File": With respect to any Mortgage Loan or Serviced Whole
Loan, the following documents collectively (which in the case of a Serviced
Whole Loan, except for the Mortgage Note referred to in clause (i) of this
definition, relate to the entire Serviced Whole Loan):

            (i) (A) the original Mortgage Note, or a lost note affidavit with a
      customary indemnification provision with a copy of the Mortgage Note
      bearing, or accompanied by, all prior and intervening endorsements or
      assignments showing a complete chain of endorsement or assignment from the
      originator of the Mortgage Loan to the applicable Mortgage Loan Seller (or
      the most recent endorsee), and further endorsed (at the direction of the
      Depositor given pursuant to the applicable Mortgage Loan Purchase
      Agreement), on its face or by allonge attached thereto, without recourse,
      to the order of the Trustee in the following form: "Pay to the order of
      LaSalle Bank National Association, as Trustee for the registered holders
      of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
      Certificates, Series 2006-C1, without recourse, representation or
      warranty, express or implied" and (B) in the case of each Serviced Pari
      Passu Loan or a Serviced B Note, a copy of the executed Mortgage Note for
      such Serviced Pari Passu Loan or Serviced B Note;

            (ii) an original or copy of the Mortgage and originals or copies of
      any intervening assignments thereof showing a complete chain of assignment
      from the originator of the Mortgage Loan or Serviced Whole Loan to the
      applicable Mortgage Loan Seller (or the most recent assignee of record),
      in each case with evidence of recording indicated thereon;

            (iii) an original assignment of the Mortgage, in recordable form,
      executed by the Mortgage Loan Seller (or the most recent assignee of
      record) in blank or to "LaSalle Bank National Association, as Trustee for
      the registered holders of GE Commercial Mortgage Corporation, Commercial
      Mortgage Pass-Through Certificates, Series 2006-C1"; provided, if the
      related Mortgage has been recorded in the name of MERS or its designee, no
      Assignment of Mortgage in favor of the Trustee will be required to be
      prepared or delivered and instead, the Mortgage Loan Seller shall take all
      actions as are necessary to cause the Trustee, on behalf of the
      Certificateholders, to be shown as (and the Trustee shall take all
      necessary actions to confirm that it is shown as) the owner of the related
      Mortgage Loan on the records of MERS for purposes of the system of
      recording transfers of beneficial ownership of mortgages maintained by
      MERS;

            (iv) an original or copy of any related Assignment of Leases (if
      such item is a document separate from the Mortgage) and the originals or
      copies of any intervening assignments thereof showing a complete chain of
      assignment from the originator of the Mortgage Loan or Serviced Whole Loan
      to the applicable Mortgage Loan Seller, in each case with evidence of
      recording thereon;

            (v) an original assignment of any related Assignment of Leases (if
      such item is a document separate from the Mortgage), in recordable form,
      executed by the applicable Mortgage Loan Seller (or the most recent
      assignee of record) in blank or to "LaSalle Bank National Association, as
      Trustee for the registered holders of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1"; provided,
      if the related assignment of Assignment of Leases has been recorded in the
      name of MERS or its designee, no assignment of Assignment of Leases in
      favor of the Trustee will be required to be prepared or delivered and
      instead, the Mortgage Loan Seller shall take all actions as are necessary
      to cause the Trustee, on behalf of the Certificateholders, to be shown as
      (and the Trustee shall take all necessary actions to confirm that it is
      shown as) the owner of the related assignment of Assignment of Leases on
      the records of MERS for purposes of the system of recording transfers of
      beneficial ownership of assignments of assignment of leases maintained by
      MERS;

            (vi) an original or copy of any related Security Agreement and/or
      loan agreement (if such item is a document separate from the Mortgage) and
      the originals or copies of any intervening assignments thereof showing a
      complete chain of assignment from the originator of the Mortgage Loan or
      Serviced Whole Loan to the applicable Mortgage Loan Seller, in each case
      with evidence of recording thereon (if recording is necessary to protect
      the rights of the secured party); provided, if the related Security
      Agreement has been recorded in the name of MERS or its designee, no
      assignment of Security Agreement in favor of the Trustee will be required
      to be prepared or delivered and instead, the Mortgage Loan Seller shall
      take all actions as are necessary to cause the Trustee, on behalf of the
      Certificateholders, to be shown as (and the Trustee shall take all
      necessary actions to confirm that it is shown as) the owner of the related
      assignment of Security Agreement on the records of MERS for purposes of
      the system of recording transfers of beneficial ownership of security
      agreements maintained by MERS;

            (vii) an original assignment of any related Security Agreement
      and/or loan agreement (if such item is a document separate from the
      Mortgage), in recordable form (if recording is necessary to protect the
      rights of the secured party), executed by the applicable Mortgage Loan
      Seller (or the most recent assignee of record) in blank or to "LaSalle
      Bank National Association, as Trustee for the registered holders of GE
      Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
      Certificates, Series 2006-C1"; provided, if the related Security Agreement
      has been recorded in the name of MERS or its designee, no assignment of
      Security Agreement in favor of the Trustee will be required to be prepared
      or delivered and instead, the Mortgage Loan Seller shall take all actions
      as are necessary to cause the Trustee, on behalf of the
      Certificateholders, to be shown as (and the Trustee shall take all
      necessary actions to confirm that it is shown as) the owner of the related
      assignment of Security Agreement on the records of MERS for purposes of
      the system of recording transfers of beneficial ownership of security
      agreements maintained by MERS;

            (viii) originals (with respect to the Mortgage Note) or copies of
      all consolidation, assumption, modification, written assurance and
      substitution agreements, with evidence of recording thereon, where
      appropriate, in those instances where the terms or provisions of the
      Mortgage, Mortgage Note or any related security document have been
      consolidated or modified or the Mortgage Loan or Serviced Whole Loan has
      been assumed;

            (ix) the original lender's title insurance policy or a duplicate
      original certified by the applicable title company or a copy thereof in
      connection with the Mortgage Loan or Serviced Whole Loan, together with
      all endorsements or riders that were issued with or subsequent to the
      issuance of such policy, insuring the priority of the Mortgage as a first
      lien on the Mortgagor's interest in the Mortgaged Property, or if the
      policy has not yet been issued, an original or copy of a marked-up written
      commitment, interim binder or the pro forma title insurance policy marked
      as binding and countersigned by the issuer or its authorized agent either
      on its face or by an acknowledged closing instruction or escrow letter;

            (x) the original or to the extent the Servicer has the original a
      copy of any guaranty of the obligations of the Mortgagor under the
      Mortgage Loan or Serviced Whole Loan and any intervening assignments;

            (xi) all UCC Financing Statements (other than UCC-3 assignments to
      the Trustee) and continuation statements or copies thereof, as filed, or
      in form that is complete and suitable for filing or recording, as
      appropriate, or other evidence of filing acceptable to the Trustee
      sufficient to perfect (and maintain the perfection of) the security
      interest held by the originator of the Mortgage Loan or Serviced Whole
      Loan (and each assignee of record prior to the Trustee) in and to the
      personalty of the Mortgagor at the Mortgaged Property, and to transfer
      such security interest to the Trustee, or alternatively, a UCC
      acknowledgement form, UCC search from a reputable search firm, printout
      from UCC 11, or printouts from on-line confirmations; provided, if the
      related UCC Financing Statement has been recorded in the name of MERS or
      its designee, no UCC Financing Statement in favor of the Trustee will be
      required to be prepared or delivered and instead, the Mortgage Loan Seller
      shall take all actions as are necessary to cause the Trustee, on behalf of
      the Certificateholders, to be shown as (and the Trustee shall take all
      necessary actions to confirm that it is shown as) the owner of the related
      UCC Financing Statement on the records of MERS for purposes of the system
      of recording transfers of beneficial ownership of UCC financing statements
      maintained by MERS;

            (xii) all UCC Financing Statements (including financing statements
      in lieu of continuation statements and UCC-3 financing statements) in
      favor of the Trustee in form that is complete and suitable for filing or
      recording, as appropriate, acceptable to the Trustee sufficient to assign
      the security interest held by the originator of the Mortgage Loan or
      Serviced Whole Loan or its assignee, or alternatively if the UCC Financing
      Statements in favor of the Trustee have been filed or recorded, a UCC
      acknowledgement form, UCC search from a reputable search firm, printout
      from UCC 11, or printouts from on-line confirmations;

            (xiii) the original power of attorney or a copy thereof (with
      evidence of recording thereon) granted by the Mortgagor if the Mortgage,
      Mortgage Note or other document or instrument referred to above was not
      signed by the Mortgagor;

            (xiv) with respect to the Mortgage Loans with Additional Debt listed
      on Schedule 2 hereto, an original or copy of the subordination agreement
      (if any), pursuant to which such Additional Debt will be fully
      subordinated to such Mortgage Loan and copies of the Additional Debt
      documents, if available;

            (xv) with respect to any Mortgaged Property, the original
      Environmental Insurance Policy, if applicable, or a duplicate original or
      a copy thereof;

            (xvi) with respect to any Mortgage Loan or Serviced Whole Loan
      secured by a ground lease, an original or copy of the related ground lease
      and an original or a copy of the related ground lease estoppel;

            (xvii) reserved;

            (xviii) an original or copy of any escrow agreement and/or lock box
      agreement or cash management agreement;

            (xix) a copy of any letter of credit for the benefit of the lender
      securing such Mortgage Loan or Serviced Whole Loan;

            (xx) in the case of any Whole Loan, a copy of the related Co-Lender
      Agreement;

            (xxi) with respect to the Non-Serviced Mortgage Loans, a copy of the
      related Non-Serviced Mortgage Loan Pooling Agreement;

            (xxii) Reserved;

            (xxiii) an original or copy of the environmental indemnity from the
      related Mortgagor, if any;

            (xxiv) an original of the related guaranty of payment under such
      Mortgage Loan, if any; and

            (xxv) with respect to hospitality properties, a signed copy of the
      franchise agreement (if any), franchisor comfort letter (if any) and
      transfer documents for such comfort letter;

provided, however, that whenever the term "Mortgage File" is used to refer to
documents held by the Trustee, or a Custodian appointed thereby, such term shall
not be deemed to include such documents and instruments required to be included
therein unless they are actually received by the Trustee or a Custodian
appointed thereby; provided, further, however, that on the Closing Date, with
respect to item (iii), the related Mortgage Loan Seller has delivered to the
Trustee a copy of such Assignment of Mortgage in blank and has retained the
completed Assignment of Mortgage for recording as described below, unless such
Mortgage has been recorded in the name of MERS or its designee.

            Notwithstanding the foregoing, with respect to the 277 Park Avenue
Mortgage Loan, the KinderCare Portfolio Mortgage Loan and the James Center
Mortgage Loan, the "Mortgage File" will consist of the original note (or lost
note affidavit, if applicable) specified in clause (i) above, and a copy of each
additional document in the Mortgage File held by the BACM 2005-6 Trustee (with
respect to the 277 Park Avenue Mortgage Loan and the KinderCare Portfolio
Mortgage Loan) and the GMACCM 2006-C1 Trustee (with respect to the James Center
Mortgage Loan). However, if the custodian on any of the aforementioned
transactions is the Custodian in this transaction, copies do not need to be made
of the Mortgage Files for that particular transaction.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements.

            "Mortgage Loan Checklist": The table of contents provided by each
Mortgage Loan Seller with each closing binder delivered to the Trustee pursuant
to Section 2.02.

            "Mortgage Loan Purchase Agreement": Each of the agreements between
the Depositor and each Mortgage Loan Seller, relating to the transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the related
Mortgage Loans.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Mortgage Loan:

                  (i) the loan i.d. number (as specified in Annex A to the
            Prospectus);

                  (ii) the Sponsor's name (as specified in Annex A to the
            Prospectus);

                  (iii) the street address (including city, state and zip code)
            and name of the related Mortgaged Property;

                  (iv) the Mortgage Rate in effect at origination;

                  (v) the Net Mortgage Rate in effect at the Cut-off Date;

                  (vi) the original principal balance;

                  (vii) the Cut-off Date Principal Balance;

                  (viii) the (a) original term to stated maturity or Anticipated
            Prepayment Date, (b) remaining term to stated maturity or
            Anticipated Prepayment Date and (c) Maturity Date or Anticipated
            Prepayment Date;

                  (ix) the original and remaining amortization terms;

                  (x) the amount of the Monthly Payment due on the first Due
            Date following the Cut-off Date;

                  (xi) the applicable Administrative Fee Rate;

                  (xii) the applicable Servicing Fee Rate;

                  (xiii) whether the Mortgage Loan is an Actual/360 Mortgage
            Loan;

                  (xiv) whether such Mortgage Loan has an Anticipated Prepayment
            Date;;

                  (xv) the Revised Rate of such Mortgage Loan, if any;

                  (xvi) whether such Mortgage Loan is secured by the related
            Mortgagor's interest in a ground lease;

                  (xvii) identifying any Mortgage Loans with which such Mortgage
            Loan is cross-defaulted or cross-collateralized;

                  (xviii) the originator of such Mortgage Loan;

                  (xix) whether such Mortgage Loan's Principal Balance is
            secured by a letter of credit (excluding any letter of credit
            provided in lieu of cash reserves);

                  (xx) whether such Mortgage Loan secures a hospitality
            property; and

                  (xxi) the applicable Loan Group to which such Mortgage Loan
            belongs.

            Such Mortgage Loan Schedule shall also set forth the aggregate of
the amounts described under clause (vii) above for all of the Mortgage Loans.
Such list may be in the form of more than one list, collectively setting forth
all of the information required.

            "Mortgage Loan Seller": Each of: (1) General Electric Capital
Corporation, a Delaware corporation or its respective successors in interest,
(2) Bank of America, National Association, a national banking association, or
its respective successors in interest and (3) German American Capital
Corporation, a Maryland corporation, or its respective successors in interest.

            "Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, Serviced Pari Passu Loan or
Serviced B Note, together with any rider, addendum or amendment thereto.

            "Mortgage Pool": All of the Mortgage Loans and any successor REO
Loans, collectively. The Mortgage Pool does not include the 277 Park Avenue Pari
Passu Loans, the KinderCare Portfolio Pari Passu Loans, the James Center Pari
Passu Loan, the Level 3 Communications B Note, the 400 Broadway B Note or any
REO Loan related to any of such Pari Passu Loans or B Notes.

            "Mortgage Rate": With respect to: (i) any Mortgage Loan, Serviced
Pari Passu Loan or Serviced B Note (or successor REO Loan) on or prior to its
Maturity Date, the annual rate at which interest is scheduled (in the absence of
a default) to accrue on such Mortgage Loan from time to time in accordance with
the related Mortgage Note and applicable law, exclusive of the Excess Rate or
any default rate; (ii) any Mortgage Loan, Serviced Pari Passu Loan or Serviced B
Note (or successor REO Loan) after its Maturity Date, the annual rate described
in clause (i) above determined without regard to the passage of such Maturity
Date; provided, however, that if any Mortgage Loan does not accrue interest on
the basis of a 360 day year consisting of twelve 30-day months, then, solely for
purposes of calculating Pass-Through Rates, the Mortgage Rate of such Mortgage
Loan for any one-month period preceding a related Due Date will be the
annualized rate at which interest would have to accrue in respect of such
Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months
in order to produce the aggregate amount of interest actually accrued (exclusive
of Default Interest or Excess Interest) in respect of such Mortgage Loan during
such one-month period at the related Mortgage Rate; provided, further, however,
that with respect to each Interest Reserve Loan, the Mortgage Rate for the one
month period (A) preceding the Due Dates that occur in January and February in
any year which is not a leap year or preceding the Due Date that occurs in
February in any year which is a leap year will be determined exclusive of the
Withheld Amounts from that month, and (B) preceding the Due Date in March will
be determined inclusive of the amounts withheld from the immediately preceding
February and, if applicable, January.

            "Mortgaged Property": The fee or leasehold interest, as applicable,
in the real property subject to the lien of a Mortgage together with
improvements thereon.

            "Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.

            "Net Cash Flow": With respect to any Mortgaged Property, the total
operating revenues derived from such Mortgaged Property, minus the total fixed
and variable operating expenses, capital expenditures such as reserves, tenant
improvements and leasing commissions, incurred in respect of such Mortgaged
Property (subject to adjustments for, among other things, (i) non-cash items
such as depreciation and amortization, and (ii) debt service on loans secured by
the Mortgaged Property).

            "Net Investment Earnings": With respect to either the Certificate
Account or the REO Account for any period from any Distribution Date to the
immediately succeeding P&I Advance Date, the amount, if any, by which the
aggregate of all interest and other income realized during such period on funds
relating to the Trust Fund held in such account, exceeds the aggregate of all
losses, if any, incurred during such period in connection with the investment of
such funds in accordance with Section 3.06.

            "Net Investment Loss": With respect to either the Certificate
Account or any REO Account for any period from any Distribution Date to the
immediately succeeding P&I Advance Date, the amount by which the aggregate of
all losses, if any, incurred during such period in connection with the
investment of funds relating to the Trust Fund held in such account in
accordance with Section 3.06, exceeds the aggregate of all interest and other
income realized during such period on such funds.

            "Net Mortgage Rate": With respect to any Mortgage Loan (or related
REO Loan), as of any date of determination, a rate per annum equal to the
related Mortgage Rate in effect from time to time, minus the Administrative Cost
Rate. For purposes of calculating the Pass-Through Rate for each Class of
Certificates from time to time, the Net Mortgage Rate for any Mortgage Loan will
be calculated without regard to any modification, waiver or amendment of the
terms of such Mortgage Loan subsequent to the Closing Date, whether agreed to by
the Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the Mortgagor.

            "Net Operating Income": With respect to any Mortgaged Property, for
any Mortgagor's fiscal year end, Net Operating Income will be calculated in
accordance with the standard definition of "Net Operating Income" endorsed and
put forth by the Mortgage Bankers Association and the CMSA.

            "New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Lower-Tier REMIC, including any lease
renewed, modified or extended on behalf of the Trust and, in the case of any
Serviced Whole Loan, the holders of any related Serviced Pari Passu Loan or
Serviced B Note, if the Trust has the right to renegotiate the terms of such
lease.

            "Non-Offered Certificates": The Class X-W, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
P, Class S, Class R and Class LR Certificates.

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance. Workout-Delayed Reimbursement Amounts shall
constitute a Nonrecoverable Advance only when the Person making such
determination in accordance with the procedures specified in the definition of
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as applicable,
and taking into account factors such as all other outstanding Advances, either
(a) has determined in its reasonable judgment and in accordance with the
Servicing Standard that such Workout-Delayed Reimbursement Amounts, would not
ultimately be recoverable from Late Collections or any other recovery on or in
respect of the related Mortgage Loan or Serviced Whole Loan or REO Loan, or (b)
has determined in its reasonable judgment and in accordance with the Servicing
Standard that such Workout-Delayed Reimbursement Amount, along with any other
Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, would not be
recoverable from Late Collections (in respect of principal) and any other
collections or recovery (in respect of principal) in respect of the pool of
Mortgage Loans and REO Loans.

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
reasonable judgment of the Servicer, the Special Servicer or the Trustee, as
applicable, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon, from Late Collections or any other recovery on or in
respect of such Mortgage Loan, Serviced Whole Loan or REO Loan. The
determination by the Servicer, the Special Servicer or the Trustee, as
applicable, that the Servicer or the Trustee has made a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, shall be evidenced by an Officer's Certificate
delivered to the Trustee, the Directing Certificateholder, and the Depositor
(and the Special Servicer in the case of the Servicer, and the Servicer in the
case of the Special Servicer), in the case of the Servicer or the Special
Servicer, and to the Depositor and the Directing Certificateholder, in the case
of the Trustee. The Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the Servicer, the Special Servicer
or the Trustee, as applicable, forming the basis of such determination (which
shall include but shall not be limited to information, to the extent available,
such as related income and expense statements, rent rolls, occupancy status,
property inspections, and shall include an Appraisal of the related Mortgage
Loan or Mortgaged Property, the cost of which Appraisal shall be advanced by the
Servicer as a Servicing Advance). The Trustee shall be entitled to conclusively
rely on the Servicer's determination that a P&I Advance is or would be a
Nonrecoverable Advance. The Servicer and Trustee shall conclusively rely on the
Special Servicer's determination that a P&I Advance is or would be a
Nonrecoverable Advance; provided, however, that in the absence of such
determination, each other party to this Agreement shall be entitled to make its
own determination that any P&I Advance previously made or proposed to be made is
a Nonrecoverable Advance and in no event shall an affirmative determination by
the Special Servicer that a previously made or proposed P&I Advance is or would
be ultimately recoverable, together with any accrued and unpaid interest
thereon, from Late Collections or any other recovery on or in respect of such
Mortgage Loan, Serviced Whole Loan or REO Loan be binding on any other party to
this Agreement.

            "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan or REO Property which, in the
reasonable judgment of the Servicer, the Special Servicer or the Trustee, as the
case may be, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon, from Late Collections or any other recovery on or in
respect of such Mortgage Loan, Serviced Whole Loan or REO Property. The
determination by the Servicer, the Special Servicer or the Trustee, as the case
may be, that it has made a Nonrecoverable Servicing Advance or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance,
shall be evidenced by an Officer's Certificate delivered to the Trustee, the
Servicer (in the case of the Special Servicer), the Special Servicer (in the
case of the Servicer), the Directing Certificateholder and the Depositor (and in
the case of a Serviced Whole Loan, the holders of any related Serviced Pari
Passu Loan or Serviced B Note), in the case of the Servicer or the Special
Servicer, and to the Depositor, the Directing Certificateholder, the Servicer
and the Special Servicer (and in the case of a Serviced Whole Loan, the holders
of any related Serviced Pari Passu Loan or Serviced B Note), in the case of the
Trustee. The Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the Servicer, the Special Servicer
or the Trustee, as applicable, forming the basis of such determination (which
shall include but shall not be limited to information, to the extent available,
such as related income and expense statements, rent rolls, occupancy status and
property inspections and shall include an Appraisal of the related Mortgaged
Property, the cost of which Appraisal shall be advanced by the Servicer as a
Servicing Advance). The Trustee shall be entitled to conclusively rely on the
Servicer's determination that a Servicing Advance is or would be a
Nonrecoverable Advance. The Servicer and Trustee shall conclusively rely on the
Special Servicer's determination that a Servicing Advance is or would be a
Nonrecoverable Advance; provided, however, that in the absence of such
determination, each other party to this Agreement shall be entitled to make its
own determination that any Servicing Advance previously made or proposed to be
made is a Nonrecoverable Advance and in no event shall an affirmative
determination by the Special Servicer that a previously made or proposed
Servicing Advance is or would be ultimately recoverable, together with any
accrued and unpaid interest thereon, from Late Collections or any other recovery
on or in respect of such Mortgage Loan, Serviced Whole Loan or REO Loan be
binding on any other party to this Agreement.

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class X-W, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class S, Class R
or Class LR Certificate.

            "Non-Serviced   Mortgage  Loan":   Any  of  the  277  Park  Avenue
Mortgage  Loan,  the  KinderCare  Portfolio  Mortgage Loan or the James Center
Mortgage Loan.

            "Non-Serviced Mortgage Loan Co-Lender Agreement": Any of the 277
Park Avenue Co-Lender Agreement, the KinderCare Portfolio Co-Lender Agreement or
the James Center Co-Lender Agreement, as applicable.

            "Non-Serviced Mortgage Loan Pooling Agreement": With respect to the
277 Park Avenue Mortgage Loan and the KinderCare Portfolio Mortgage Loan, the
BACM 2005-6 Pooling Agreement, and with respect to the James Center Mortgage
Loan, the GMACCM 2006-C1 Pooling Agreement.

            "Non-Serviced Mortgage Loan Primary Servicing Fee": With respect to
a Non-Serviced Mortgage Loan, the servicer fee applicable to such Non-Serviced
Mortgage Loans as provided in the related Non-Serviced Mortgage Loan Pooling
Agreement, which is a fee that accrues at the related Non-Serviced Mortgage Loan
Primary Servicing Fee Rate.

            "Non-Serviced Mortgage Loan Primary Servicing Fee Rate": The rate at
which the Non-Serviced Mortgage Loan Primary Servicing Fee accrues, as set forth
in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement,
which is a rate per annum equal to 0.02%, in the case of the 277 Park Avenue
Mortgage Loan, 0.06%, in the case of the KinderCare Portfolio Mortgage Loan, or
0.03%, in the case of the James Center Mortgage Loan.

            "Non-Serviced Mortgage Loan Servicer": Any of the BACM 2005-6
Servicer and/or the GMACCM 2006-C1 Servicer, as the context may require.

            "Non-Serviced Mortgage Loan Special Servicer": Any of the BACM
2005-6 Special Servicer and/or the GMACCM 2006-C1 Special Servicer, as the
context may require.

            "Non-Serviced Mortgage Loan Trustee": Any of the BACM 2005-6 Trustee
and/or the GMACCM 2006-C1 Trustee, as the context may require.

            "Non-Serviced Mortgaged Property": Any of the 277 Park Avenue
Mortgaged Property, the KinderCare Portfolio Mortgaged Property and/or the James
Center Mortgaged Property, as the context may require.

            "Non-Serviced Pari Passu Loan": Any of the 277 Park Avenue Pari
Passu Loans, the KinderCare Portfolio Pari Passu Loans and/or the James Center
Pari Passu Loan, as the context may require.

            "Non-Serviced Whole Loan": Any of the 277 Park Avenue Whole Loan,
the KinderCare Portfolio Whole Loan and/or the James Center Whole Loan, as the
context may require.

            "Non-U.S. Person": Any Person (a) other than a U.S. Person, unless,
with respect to the Transfer of a Residual Certificate, (i) such Person holds
such Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form W-8ECI (or successor
form), (ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
such Transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such Transfer of the Residual
Certificate will not be disregarded for federal income tax purposes, (b) who is
a U.S. Person if income of such Person with respect to such Residual Certificate
is attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such Person or any other U.S.
Person or (c) who is a U.S. Person that is treated as a partnership for federal
income tax purposes, any partner of which directly or indirectly (other than
through a U.S. corporation) is a Non-U.S. Person who does not meet clause (a)(i)
or (a)(ii) of this definition.

            "Notional Amount": As of any date of determination: (i) with respect
to all of the Class X-W Certificates as a Class, the Class X-W Notional Amount
as of such date of determination, (ii) with respect to any Class X-W
Certificate, the product of the Percentage Interest evidenced by such
Certificate and the Class X-W Notional Amount as of such date of determination,
and (iii) with respect to any Component, as set forth in the definition of such
Component.

            "Offered Certificates": The Class A, Class A-M, Class A-J, Class B
and Class C Certificates.

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Servicer or the Special Servicer, as the case may be, or a Responsible
Officer of the Trustee or any Additional Servicer.

            "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Servicer or the Special
Servicer, acceptable in form and delivered to the Trustee, except that any
opinion of counsel relating to (a) the qualification of the Upper-Tier REMIC or
Lower-Tier REMIC, (b) compliance with the REMIC Provisions, (c) qualification of
the Grantor Trust as a grantor trust, (d) the resignation of the Servicer, the
Special Servicer or the Depositor pursuant to Section 6.04 or (e) any opinion
with respect to enforceability, must be an opinion of counsel who is in fact
Independent of the Depositor, the Servicer or the Special Servicer, as
applicable.

            "Option Price":  As defined in Section 3.18(c).

            "Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class X-W Certificates), the initial aggregate
principal amount thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.

            "Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interest, the initial principal amount thereof as of
the Closing Date, in each case as specified in the Preliminary Statement.

            "Original Notional Amount": With respect to the Class X-W Notional
Amount, the initial Notional Amount thereof as of the Closing Date, as specified
in the Preliminary Statement.

            "Original Value": The Appraised Value of a Mortgaged Property based
upon the Appraisal conducted in connection with the origination of the related
Mortgage Loan, Non-Serviced Whole Loan or Serviced Whole Loan.

            "OTS":  The Office of Thrift Supervision or any successor thereto.

            "Other Pooling and Servicing  Agreement":  A pooling and servicing
agreement related to an Other Securitization.

            "Other Securitization": Any commercial mortgage securitization trust
that holds a Serviced B Note, Serviced Pari Passu Loan or Non-Serviced Pari
Passu Loan or any successor REO Loan with respect thereto.

            "Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.

            "P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Servicer (or, in the case of the 277 Park Avenue Mortgage Loan and the
KinderCare Portfolio Mortgage Loan, the BACM 2005-6 Servicer) or the Trustee, as
applicable, pursuant to Section 4.03 or Section 7.05.

            "P&I Advance  Date":  The Business Day  immediately  prior to each
Distribution Date.

            "P&I   Advance   Determination   Date":   With   respect   to  any
Distribution Date, the second Business Day prior to such Distribution Date.

            "Pari Passu  Loan":  Any of the 277 Park Avenue Pari Passu  Loans,
the KinderCare Portfolio Pari Passu Loans or the James Center Pari Passu Loan.

            "Pass-Through Rate": With respect to any Distribution Date, any of
the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3
Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class A-4 Pass-Through
Rate, the Class A-1A Pass-Through Rate, the Class A-M Pass-Through Rate, the
Class A-J Pass-Through Rate, the Class B Pass-Through Rate, the Class C
Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate,
the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class H
Pass-Through Rate, the Class J Pass-Through Rate, the Class K Pass-Through Rate,
the Class L Pass-Through Rate, the Class M Pass-Through Rate, the Class N
Pass-Through Rate, the Class O Pass-Through Rate, the Class P Pass-Through Rate
and the Class X-W Pass-Through Rate. The Pass-Through Rate of the Class X-W
Certificates shall equal the weighted average of the Class X-W Strip Rates for
the Components for such Distribution Date (weighted on the basis of the
respective Notional Amounts of such Components outstanding immediately prior to
such Distribution Date).

            "PCAOB":  The Public Company Accounting Oversight Board.

            "Penalty Charges": With respect to any Mortgage Loan (or successor
REO Loan), any amounts actually collected thereon from the Mortgagor that
represent Late Payment Charges or Default Interest, other than Prepayment
Premiums, Yield Maintenance Charges or Excess Interest.

            "Percentage Interest": As to any Certificate (other than the Class S
or Residual Certificates), the percentage interest evidenced thereby in
distributions required to be made with respect to the related Class. With
respect to any Regular Certificate, the percentage interest is equal to the
Denomination of such Certificate divided by the initial Certificate Balance or
Notional Amount, as applicable, of such Class of Certificates as of the Closing
Date. With respect to a Class S or Residual Certificate, the percentage interest
is set forth on the face thereof.

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Servicer, the Special Servicer or the Trustee or any of their respective
Affiliates and having the required ratings, if any, provided for in this
definition and which shall not be subject to liquidation prior to maturity:

                  (i) direct obligations of, and obligations fully guaranteed as
            to timely payment of principal and interest by, the United States of
            America, Fannie Mae, Freddie Mac or any agency or instrumentality of
            the United States of America, the obligations of which are backed by
            the full faith and credit of the United States of America that
            mature in one year or less after the date of issuance; provided that
            any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other
            than an unsecured senior debt obligation of Fannie Mae or Freddie
            Mac, shall be a Permitted Investment only if such investment would
            not, in and of itself, result in the downgrading, withdrawal or
            qualification of the then-current rating assigned by each of S&P,
            Fitch and (to the extent that a Serviced Pari Passu Loan has been
            deposited into a commercial mortgage securitization that is rated by
            Moody's or DBRS (and the particular related investment relates
            solely to the related Serviced Whole Loan) Moody's or DBRS, as
            applicable, to any Certificate (and, in the case of an investment
            that relates to a Serviced Whole Loan, any class of related Serviced
            Pari Passu Loan Securities) as evidenced in writing;

                  (ii) time deposits, unsecured certificates of deposit, or
            bankers' acceptances that mature in one year or less after the date
            of issuance and are issued or held by any depository institution or
            trust company (including the Trustee) incorporated or organized
            under the laws of the United States of America or any State thereof
            and subject to supervision and examination by federal or state
            banking authorities, so long as the commercial paper or other
            short-term debt obligations of such depository institution or trust
            company are rated in the highest rating categories of each of S&P,
            Fitch and (to the extent that a Serviced Pari Passu Loan has been
            deposited into a commercial mortgage securitization that is rated by
            Moody's or DBRS and the particular investment relates solely to the
            related Serviced Whole Loan) Moody's or DBRS, as applicable, or such
            other rating as would not result in the downgrading, withdrawal or
            qualification of the then-current rating assigned by each such
            Rating Agency to any Certificate (and in the case of an investment
            that relates to a Serviced Whole Loan, any class of related Serviced
            Pari Passu Loan Securities), as evidenced in writing;

                  (iii) repurchase agreements or obligations with respect to any
            security described in clause (i) above where such security has a
            remaining maturity of one year or less and where such repurchase
            obligation has been entered into with a depository institution or
            trust company (acting as principal) described in clause (ii) above
            that also has a long term unsecured debt rating of at least "A" by
            S&P;

                  (iv) debt obligations bearing interest or sold at a discount
            issued by any corporation incorporated under the laws of the United
            States of America or any state thereof which mature in one year or
            less from the date of issuance, which debt obligations are rated in
            the highest rating categories of each of S&P, Fitch and (to the
            extent that a Serviced Pari Passu Loan has been deposited into a
            commercial mortgage securitization that is rated by Moody's or DBRS
            and the particular investment relates solely to the related Serviced
            Whole Loan) Moody's or DBRS, as applicable, or such other rating as
            would not result in the downgrading, withdrawal or qualification of
            the then-current rating assigned by each such Rating Agency to any
            Certificate (and in the case of an investment that relates to a
            Serviced Whole Loan, any class of related Serviced Pari Passu Loan
            Securities) as specified in writing by each of such Rating Agencies;
            provided, however, that securities issued by any particular
            corporation will not be Permitted Investments to the extent that
            investment therein will cause the then-outstanding principal amount
            of securities issued by such corporation and held in the accounts
            established hereunder to exceed 10% of the sum of the aggregate
            principal balance and the aggregate principal amount of all
            Permitted Investments in such accounts;

                  (v) commercial paper (including both non-interest-bearing
            discount obligations and interest-bearing obligations) of any
            corporation or other entity organized under the laws of the United
            States or any state thereof payable on demand or on a specified date
            maturing in one year or less after the date of issuance thereof and
            which is rated in the highest rating category by each of S&P, Fitch
            and (to the extent that a Serviced Pari Passu Loan has been
            deposited into a commercial mortgage securitization that is rated by
            Moody's or DBRS and the particular investment relates solely to the
            related Serviced Whole Loan) Moody's or DBRS, as applicable, or such
            other rating as would not result in the downgrading, withdrawal or
            qualification of the then-current rating assigned by each such
            Rating Agency to any Certificate (and in the case of an investment
            that relates to a Serviced Whole Loan, any class of related Serviced
            Pari Passu Loan Securities) as specified in writing by each of such
            Rating Agencies;

                  (vi) any money market funds, including those managed or
            advised by the Trustee or its affiliates, rated in the highest
            rating categories of each of S&P, Fitch and (to the extent that a
            Serviced Pari Passu Loan has been deposited into a commercial
            mortgage securitization that is rated by Moody's or DBRS and the
            particular investment relates to the related Serviced Whole Loan)
            Moody's or DBRS, as applicable, or such other rating as would not
            result in the downgrading, withdrawal or qualification of the
            then-current rating assigned by each such Rating Agency to any
            Certificate (and in the case of an investment that relates to a
            Serviced Whole Loan, any class of related Serviced Pari Passu Loan
            Securities) as specified in writing by each of such Rating Agencies;
            and

                  (vii) any other demand, money market or time deposit,
            obligation, security or investment, (a) with respect to which each
            of S&P, Fitch and (to the extent that a Serviced Pari Passu Loan has
            been deposited into a commercial mortgage securitization that is
            rated by Moody's or DBRS and the particular investment relates
            solely to the related Serviced Whole Loan) Moody's or DBRS, as
            applicable, shall have confirmed in writing that such investment
            will not, in and of itself, result in a downgrade, qualification or
            withdrawal of the then-current rating of the Certificates (and in
            the case of an investment that relates to a Serviced Whole Loan, any
            class of related Serviced Pari Passu Loan Securities) that are
            currently being rated by such Rating Agency and (b) which qualifies
            as a "cash flow investment" pursuant to Section 860G(a)(6) of the
            Code;

provided, however, that in each case (a) the investment shall have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change and (b) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a
fixed spread, if any, and move proportionately with such index; and provided,
further, however, that no such instrument shall be a Permitted Investment (a) if
such instrument evidences principal and interest payments derived from
obligations underlying such instrument and the interest payments with respect to
such instrument provide a yield to maturity at the time of acquisition of
greater than 120% of the yield to maturity at par of such underlying obligations
or (b) if such instrument may be redeemed at a price below the purchase price;
and provided, further, however, that no amount beneficially owned by the
Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the
Trust) may be invested in investments (other than money market funds) treated as
equity interests for federal income tax purposes, unless the Servicer receives
an Opinion of Counsel, at its own expense, to the effect that such investment
will not adversely affect the status of either the Upper-Tier REMIC or the
Lower-Tier REMIC under the Code or result in imposition of a tax on either such
REMIC. Permitted Investments that are subject to prepayment or call may not be
purchased at a price in excess of par.

            "Permitted   Transferee"   Any   Person   who   is   a   Qualified
Institutional Buyer.

            "Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

            "Plan":  As defined in Section 5.02(c).

            "Pool REO Account": A segregated custodial account or accounts
created and maintained by the Special Servicer pursuant to Section 3.16(b) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "LNR Partners, Inc., as Special Servicer, for the benefit of LaSalle
Bank National Association, as Trustee, in trust for registered Holders of GE
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates,
Series 2006-C1, REO Account." Any such account or accounts shall be an Eligible
Account.

            "Prepayment Assumption": A "constant prepayment rate" of 0% used for
determining the accrual of original issue discount, market discount and premium,
if any, on the Certificates for federal income tax purposes; provided that, it
is assumed that each Mortgage Loan with an Anticipated Prepayment Date prepays
on such date.

            "Prepayment Interest Excess": With respect to any Distribution Date,
the aggregate amount, with respect to all Mortgage Loans that were subject to
Principal Prepayment in full or in part, or as to which Insurance Proceeds and
Condemnation Proceeds were received by the Servicer or Special Servicer for
application to such Mortgage Loans, in each case after the Due Date in the month
of such Distribution Date and on or prior to the related Determination Date, the
amount of interest accrued at the Mortgage Rate for such Mortgage Loans on the
amount of such Principal Prepayments or Insurance Proceeds and Condemnation
Proceeds after the Interest Accrual Period relating to such Due Date and
accruing in the manner set forth in the loan documents relating to such Mortgage
Loans, to the extent such interest is collected by the Servicer or the Special
Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was subject to a Principal Prepayment in full
or in part and which did not include a full month's interest, or as to which
Insurance Proceeds or Condemnation Proceeds, as applicable, were received by the
Servicer or Special Servicer for application to such Mortgage Loan, in each case
after the Determination Date in the calendar month preceding such Distribution
Date but prior to the Due Date in the related Due Period, the amount of interest
that would have accrued at the Net Mortgage Rate (exclusive of Excess Interest)
for such Mortgage Loan on the amount of such Principal Prepayment, Insurance
Proceeds or Condemnation Proceeds during the period commencing on the date as of
which such Principal Prepayment, Insurance Proceeds or Condemnation Proceeds, as
applicable, were applied to the unpaid principal balance of the Mortgage Loan
and ending on (and including) the day immediately preceding such Due Date.

            "Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment; provided that no amounts
shall be considered Prepayment Premiums until there has been a full recovery of
all principal, interest and other amounts due under the related Mortgage Loan,
Serviced Pari Passu Loan or Serviced B Note.

            "Prime Rate": The "Prime Rate" as published in the "Money Rates"
section of The Wall Street Journal (or, if such section or publication is no
longer available, such other comparable publication as determined by the Trustee
in its reasonable discretion) as may be in effect from time to time, or, if the
"Prime Rate" no longer exists, such other comparable rate (as determined by the
Trustee in its reasonable discretion) as may be in effect from time to time. The
Trustee shall notify in writing both the Servicer and the Special Servicer with
regard to any determination of the Prime Rate in accordance with the first
parenthetical in the preceding sentence.

            "Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (a) the Principal Shortfall for such
Distribution Date, (b) the Scheduled Principal Distribution Amount for such
Distribution Date and (c) the Unscheduled Principal Distribution Amount for such
Distribution Date; provided, that the Principal Distribution Amount for any
Distribution Date shall be reduced by the amount of any reimbursements of (i)
Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are
paid or reimbursed from principal collections on the Mortgage Loans in a period
during which such principal collections would have otherwise been included in
the Principal Distribution Amount for such Distribution Date and (ii)
Workout-Delayed Reimbursement Amounts that were paid or reimbursed from
principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date (provided, that, in the case of
clause (i) and (ii) above, if any of the amounts that were reimbursed from
principal collections on the Mortgage Loans are subsequently recovered on the
related Mortgage Loan, such recovery will increase the Principal Distribution
Amount for the Distribution Date related to the period in which such recovery
occurs).

            "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan, Serviced Pari Passu Loan or Serviced B Note which
is received in advance of its scheduled Due Date and which is not accompanied by
an amount of interest representing scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment.

            "Principal Shortfall": For any Distribution Date after the initial
Distribution Date, the amount, if any, by which (a) the related Principal
Distribution Amount for the preceding Distribution Date, exceeds (b) the
aggregate amount distributed in respect of principal on the Class A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O and Class P Certificates for such
preceding Distribution Date pursuant to Section 4.01(a) on such preceding
Distribution Date. The Principal Shortfall for the initial Distribution Date
will be zero. Notwithstanding the foregoing, for purposes of determining the
Loan Group 1 Principal Distribution Amount or the Loan Group 2 Principal
Distribution Amount, the term "Principal Shortfall" shall refer to the Loan
Group 1 Principal Shortfall or the Loan Group 2 Principal Shortfall, as
applicable.

            "Private Placement Memorandum": Collectively, the one or more
private placement memoranda, dated March 13, 2006 pursuant to which the Class
X-W, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class S, Class R and Class LR Certificates
will be offered for sale.

            "Privileged Person": Any of the following: a party to this
Agreement, a Rating Agency, a designee of the Depositor (including any financial
market publisher), the initial Directing Certificateholder, the holder of any
Pari Passu Loan or B Note and any other person who delivers to the Trustee in
the form attached hereto as Exhibit K (which form is also located on, and may be
submitted electronically via, the Trustee's internet website), a certification
that such person is a Certificateholder, a Certificate Owner of a Certificate,
or a prospective purchaser of a Certificate.

            "Prohibited Party": A party that is a proposed Servicing Function
Participant that the Servicer, the Special Servicer or Trustee, as applicable,
seeks to retain as a Servicing Function Participant and as to which such party
has actual knowledge that such party at any point failed to comply with its
Exchange Act or Regulation AB obligations with respect to the Subject
Securitization Transaction or any other securitization. In addition, a
Prohibited Party shall be any Person identified in writing by the Depositor to
the Servicer, the Special Servicer or the Trustee, as applicable, that seeks to
retain such Person as a Person which the Depositor has knowledge that such party
at any point failed to comply with its Exchange Act or Regulation AB obligations
with respect to the Subject Securitization Transaction or any other
securitization.

            "Prospectus": The Prospectus dated March 3, 2006, as supplemented by
the Prospectus Supplement dated March 13, 2006, relating to the offering of the
Offered Certificates.

            "Purchase Option":  As defined in Section 3.18(c).

            "Purchase Price": With respect to any Mortgage Loan (or related REO
Loan) to be purchased by a Mortgage Loan Seller pursuant to Section 3 of the
related Mortgage Loan Purchase Agreement, by the Directing Certificateholder or
the Special Servicer or any of their assignees pursuant to Section 3.18(c) prior
to the determination of the fair value of the related Mortgage Loan, by the
holders specified in Section 3.18(l) or by the Servicer or the Special Servicer
pursuant to Section 9.01(b), a price equal to:

                  (i) the outstanding principal balance of such Mortgage Loan as
            of the date of purchase; plus

                  (ii) all accrued and unpaid interest on such Mortgage Loan at
            the related Mortgage Rate in effect from time to time to but not
            including the Due Date in the Due Period of purchase (or, if the
            Mortgage Loan has an interest accrual period that ends on or after
            such Due Date, through the end of such interest accrual period);
            plus

                  (iii) all related Servicing Advances (including, in the case
            of a Non-Serviced Mortgage Loan, the pro rata portion (based on the
            related Stated Principal Balance) of a servicing advance made
            pursuant to the related Non-Serviced Mortgage Loan Pooling Agreement
            that is allocable to such Non-Serviced Mortgage Loan) that are
            unreimbursed out of collections on the related Mortgage Loan and
            accrued and unpaid interest on related Advances at the Reimbursement
            Rate, and unpaid Special Servicing Fees allocable to such Mortgage
            Loan (and, in the case of any Non-Serviced Mortgage Loan, unpaid
            fees payable to the related Non-Serviced Mortgage Loan Servicer, the
            related Non-Serviced Mortgage Loan Special Servicer or the related
            Non-Serviced Mortgage Loan Trustee allocable to such Mortgage Loan);
            plus

                  (iv) any Liquidation Fee due pursuant to Section 3.11
            hereunder that is allocable to such Mortgage Loan; plus

                  (v) if such Mortgage Loan (or related REO loan) is being
            purchased by a Mortgage Loan Seller pursuant to Section 3 of the
            applicable Mortgage Loan Purchase Agreement, to the extent not
            otherwise included in the amount described in clause (iii) of this
            definition, all reasonable out-of-pocket expenses reasonably
            incurred or to be incurred by the Servicer, the Special Servicer,
            the Depositor and the Trustee in respect of the Breach or Defect
            giving rise to the repurchase obligation, including any expenses
            arising out of the enforcement of the repurchase obligation,
            including, without duplication, any amounts previously reimbursed
            from the Certificate Account or if a Serviced Whole Loan is
            involved, the related Serviced Whole Loan Custodial Account, in each
            case, with interest thereon at the Reimbursement Rate.

With respect to any REO Property to be sold pursuant to Section 3.18(c), the
amount calculated in accordance with the preceding sentence in respect of the
related REO Loan.

            "Qualified Appraiser": In connection with the appraisal of any Loan,
Mortgaged Property or REO Property, an Independent MAI-designated appraiser with
at least five years of experience in respect of the relevant geographic location
and property type.

            "Qualified Bidder":  As defined in Section 7.01(e).

            "Qualified Institutional Buyer":  As defined in Section 5.02(b).

            "Qualified Insurer": (i) With respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, REO Loan or REO
Property, an insurance company or security or bonding company qualified to write
the related Insurance Policy in the relevant jurisdiction with (or whose
obligations are guaranteed or backed (pursuant to legally binding written
arrangements) by an entity with) a minimum claims paying ability rating of at
least (A) "A" by S&P and (B) "A-" by Fitch (or, if not rated by Fitch, "A3" by
Moody's, "A-" by S&P or "A:V" by A.M. Best) or such higher rating as may be
required in the loan documents, (ii) with respect to the fidelity bond and
errors and omissions Insurance Policy required to be maintained pursuant to
Section 3.07(c), an insurance company that has (or whose obligations are
guaranteed or backed (pursuant to legally binding written arrangements) by an
entity that has) a claims paying ability rated not lower than (A) "A" by S&P and
(B) "A-" by Fitch, or, in the case of clauses (i) and (ii), such other rating as
each such Rating Agency shall have confirmed in writing will not cause such
Rating Agency to downgrade, qualify or withdraw the then current rating assigned
to any of the Certificates or Serviced Pari Passu Loan Securities that are then
currently being rated by such Rating Agency.

            "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution, among other things: (i) have an outstanding Stated
Principal Balance, after application of all scheduled payments of principal and
interest due during or prior to the month of substitution, not in excess of the
Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate
not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the
same Due Date as the deleted Mortgage Loan; (iv) accrue interest on the same
basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year
and the actual number of days elapsed); (v) have a remaining term to stated
maturity not greater than, and not more than two years less than, the remaining
term to stated maturity of the deleted Mortgage Loan; (vi) have an original
Loan-to-Value Ratio not higher than that of the deleted Mortgage Loan and a
current Loan-to-Value Ratio not higher than the then current Loan-to-Value Ratio
of the deleted Mortgage Loan; (vii) materially comply as of the date of
substitution with all of the representations and warranties set forth in the
applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental
Assessment, which is less than 12 months old, that indicates no material adverse
environmental conditions with respect to the related Mortgaged Property and
which will be delivered as a part of the related Mortgage File; (ix) have an
original Debt Service Coverage Ratio of not less than the original Debt Service
Coverage Ratio of the deleted Mortgage Loan and a current Debt Service Coverage
Ratio of not less than the current Debt Service Coverage Ratio of the deleted
Mortgage Loan; (x) be determined by an Opinion of Counsel (at the applicable
Mortgage Loan Seller's expense) to be a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date
after the date two years prior to the Rated Final Distribution Date; (xii) not
be substituted for a deleted Mortgage Loan unless the Trustee has received prior
confirmation in writing by each Rating Agency that such substitution will not
result in the withdrawal, downgrade, or qualification of the rating assigned by
the Rating Agency to any Class of Certificates then rated by the Rating Agency
(the cost, if any, of obtaining such confirmation to be paid by the applicable
Mortgage Loan Seller); (xiii) have been approved by the Directing
Certificateholder in its sole discretion; (xiv) prohibit defeasance within two
years of the Closing Date; (xv) not be substituted for a deleted Mortgage Loan
if it would result in the termination of the REMIC status of either of the
REMICs established under this Agreement or the imposition of tax on either of
such REMICs other than a tax on income expressly permitted or contemplated to be
received by the terms of this Agreement, as determined by an Opinion of Counsel;
and (xvi) with respect to a Group 2 Mortgage Loan, be of the same property type
as such Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more deleted Mortgage Loans, then the amounts described
in clause (i) shall be determined on the basis of aggregate principal balances
and the rates described in clause (ii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis (provided, that the Net Mortgage Rate for any Qualified Substitute
Mortgage Loan may not be less than the highest Pass-Through Rate of any
outstanding Class of Certificates that is not subject to a cap based on the
Weighted Average Net Mortgage Rate). When a Qualified Substitute Mortgage Loan
is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller
shall certify that the Mortgage Loan meets all of the requirements of the above
definition and shall send such certification to the Trustee.

            "Rated Final Distribution Date": As to each Class of Certificates,
the Distribution Date in March 2044, the first Distribution Date following the
36th month following the end of the stated amortization term for the Mortgage
Loan that, as of the Cut-off Date, has the longest remaining amortization term.

            "Rating Agency": With respect to any matter relating to the
Certificates, each of S&P and Fitch or their successors in interest and, with
respect to any matter relating to any class of Serviced Pari Passu Loan
Securities, the applicable rating agencies then rating such Serviced Pari Passu
Loan Securities. References herein to the highest long-term unsecured debt
rating category of a Rating Agency shall mean "AAA" with respect to each of S&P
and Fitch, and in the case of any other rating agency shall mean its highest
rating category without regard to any plus or minus, numerical or other
qualification. If no such rating agency nor any successor remains in existence,
"Rating Agency" shall be deemed to refer to such nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee and the
Servicer, and specific ratings of S&P and Fitch herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.

            "Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

            "Registrar Office":  As defined in Section 5.02(a).

            "Regular Certificate": Any of the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P and Class X-W Certificates.

            "Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

            "Regulation S":  Regulation S under the Securities Act.

            "Regulation S-K":  Regulation S-K under the Securities Act.

            "Regulation S Book-Entry Certificates": With respect to any Class of
Certificates offered and sold outside of the United States in reliance on
Regulation S, a single Book-Entry Certificate, in definitive, fully registered
form, without interest coupons.

            "Regulation S Investor": With respect to a transferee of a
Regulation S Book Entry Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(e) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the Prime Rate and shall be compounded monthly.

            "Related Certificates," "Related Uncertificated Lower-Tier Interest"
and "Related Component": For the following Classes of Uncertificated Lower-Tier
Interests, the related Class of Certificates and related Components set forth
below; for the following Classes of Certificates, the related Class of
Uncertificated Lower-Tier Interest and related Components set forth below; and
for the following Components, the related Class of Certificates and Class of
Uncertificated Lower-Tier Interest set forth below:

<TABLE>
<CAPTION>
    Related Certificate         Related Uncertificated Lower-Tier Interest                Related Component
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                        <C>
Class A-1 Certificate         Class LA-1 Uncertificated Lower-Tier Interest              Class A-1 Component
Class A-2 Certificate         Class LA-2 Uncertificated Lower-Tier Interest              Class A-2 Component
Class A-3 Certificate         Class LA-3 Uncertificated Lower-Tier Interest              Class A-3 Component
Class A-AB Certificate        Class LA-AB Uncertificated Lower-Tier Interest             Class A-AB Component
Class A-4 Certificate         Class LA-4 Uncertificated Lower-Tier Interest              Class A-4 Component
Class A-1A Certificate        Class LA-1A Uncertificated Lower-Tier Interest             Class A-1A Component
Class A-M Certificate         Class LA-M Uncertificated Lower-Tier Interest              Class A-M Component
Class A-J Certificate         Class LA-J Uncertificated Lower-Tier Interest              Class A-J Component
Class B Certificate           Class LB Uncertificated Lower-Tier Interest                Class B Component
Class C Certificate           Class LC Uncertificated Lower-Tier Interest                Class C Component
Class D Certificate           Class LD Uncertificated Lower-Tier Interest                Class D Component
Class E Certificate           Class LE Uncertificated Lower-Tier Interest                Class E Component
Class F Certificate           Class LF Uncertificated Lower-Tier Interest                Class F Component
Class G Certificate           Class LG Uncertificated Lower-Tier Interest                Class G Component
Class H Certificate           Class LH Uncertificated Lower-Tier Interest                Class H Component
Class J Certificate           Class LJ Uncertificated Lower-Tier Interest                Class J Component
Class K Certificate           Class LK Uncertificated Lower-Tier Interest                Class K Component
Class L Certificate           Class LL Uncertificated Lower-Tier Interest                Class L Component
Class M Certificate           Class LM Uncertificated Lower-Tier Interest                Class M Component
Class N Certificate           Class LN Uncertificated Lower-Tier Interest                Class N Component
Class O Certificate           Class LO Uncertificated Lower-Tier Interest                Class O Component
Class P Certificate           Class LP Uncertificated Lower-Tier Interest                Class P Component
</TABLE>

            "Release Date": The date that is 40 days after the later of (i) the
commencement of the offering of the Certificates and (ii) the Closing Date.

            "Relevant Servicing Criteria": The Servicing Criteria with respect
to commercial mortgage-backed securities transactions taken as a whole
involving, and applicable to, each Reporting Servicer (as set forth, with
respect to the Servicer, the Special Servicer and the Trustee, on Schedule 10
attached hereto). For clarification purposes, multiple Reporting Servicers can
have responsibility for the same Relevant Servicing Criteria and some of the
Servicing Criteria will not be applicable to certain Reporting Servicers. With
respect to a Servicing Function Participant engaged by the Trustee, the Servicer
or the Special Servicer, the term "Relevant Servicing Criteria" refers to the
items of the Relevant Servicing Criteria applicable to the Trustee, the Servicer
or the Special Servicer that engaged such Servicing Function Participant that
are applicable to such Servicing Function Participant based on the functions it
has been engaged to perform.

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).

            "REMIC Provisions": The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final Treasury regulations (or proposed
regulations that would apply by reason of their proposed effective date to the
extent not inconsistent with temporary or final regulations) and any rulings
promulgated thereunder, as the foregoing may be in effect from time to time.

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

            "REO Account": The Pool REO Account and/or a Whole Loan REO Account,
as applicable.

            "REO Acquisition": The acquisition for federal income tax purposes
of any REO Property pursuant to Section 3.09.

            "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(g).

            "REO Extension":  As defined in Section 3.16(a).

            "REO Loan": The Mortgage Loan deemed for purposes hereof to be
outstanding with respect to each REO Property (including the Trust's beneficial
interest in a Mortgaged Property acquired pursuant to a Non-Serviced Mortgage
Loan Pooling Agreement or in the case of a Mortgage Loan included in a Serviced
Whole Loan, any of the Mortgage Loan, any Serviced Pari Passu Loan or any
Serviced B Note comprising such Serviced Whole Loan). Each REO Loan (including
the Trust's beneficial interest in a Mortgaged Property acquired pursuant to a
Non-Serviced Mortgage Loan Pooling Agreement) shall be deemed to be outstanding
for so long as the related Trust's interest in the REO Property remains part of
the Lower-Tier REMIC and provides for Assumed Scheduled Payments on each Due
Date therefor, and otherwise has the same terms and conditions as its
predecessor Mortgage Loan, Serviced Pari Passu Loan or Serviced B Note,
including, without limitation, with respect to the calculation of the Mortgage
Rate in effect from time to time (such terms and conditions to be applied
without regard to the default on such predecessor Mortgage Loan, Serviced Pari
Passu Loan or Serviced B Note). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the
outstanding principal balance and Stated Principal Balance, respectively, of its
predecessor Mortgage Loan, Serviced Pari Passu Loan or Serviced B Note as of the
date of the related REO Acquisition (or acquisition pursuant to a Non-Serviced
Mortgage Loan Pooling Agreement). All amounts due and owing in respect of the
predecessor Mortgage Loan, Serviced Pari Passu Loan or Serviced B Note as of the
date of the related REO Acquisition (or acquisition pursuant to a Non-Serviced
Mortgage Loan Pooling Agreement), including, without limitation, accrued and
unpaid interest, shall continue to be due and owing in respect of an REO Loan.
All amounts payable or reimbursable to the Servicer, the Special Servicer or the
Trustee, as applicable, in respect of the predecessor Mortgage Loan, Serviced
Pari Passu Loan or Serviced B Note as of the date of the related REO
Acquisition, including, without limitation, any unpaid Special Servicing Fees
and Servicing Fees and any unreimbursed Advances, together with any interest
accrued and payable to the Servicer or the Special Servicer or to the Trustee,
as applicable, in respect of such Advances in accordance with Section 3.03(e) or
Section 4.03(d), shall continue to be payable or reimbursable to the Servicer,
the Special Servicer or the Trustee, as applicable, in respect of an REO Loan.
In addition, Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances
with respect to such REO Loan, in each case, that were paid or reimbursed from
collections on the Mortgage Loans and resulted in principal distributed to the
Certificateholders being reduced as a result of the first proviso in the
definition of "Principal Distribution Amount," "Loan Group 1 Principal
Distribution Amount" or "Loan Group 2 Principal Distribution Amount" shall be
deemed outstanding until recovered or until a Final Recovery Determination is
made. Collections in respect of each REO Loan (exclusive of the amounts to be
applied to the payment of, or to be reimbursed to the Servicer or the Special
Servicer for the payment of, the costs of operating, managing, selling, leasing
and maintaining the related REO Property) shall be treated: first, as
reimbursement to the Servicer, Special Servicer or Trustee, as applicable, for
any unreimbursed Advance with respect to such REO Loan or related Mortgage Loan;
second, as a recovery of Workout-Delayed Reimbursement Amounts and
Nonrecoverable Advances with respect to such REO Loan, in each case that were
reimbursed from collections on the Mortgage Loans and resulted in principal
distributed to the Certificateholders being reduced as a result of the first
proviso in the definition of "Principal Distribution Amount," "Loan Group 1
Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount";
third, as a recovery of accrued and unpaid interest on such REO Loan at the
related Mortgage Rate in effect from time to time to but not including the Due
Date related to the Determination Date (exclusive of any portion that
constitutes Excess Interest), on or prior to which such collections were made;
fourth, as a recovery of principal of such REO Loan to the extent of its entire
unpaid principal balance; and fifth, in accordance with the Servicing Standard
of the Servicer or Special Servicer, as applicable, as a recovery of any other
amounts due and owing in respect of such REO Loan, including, without
limitation, Yield Maintenance Charges and Penalty Charges and Excess Interest
and other amounts, in that order; provided, however, that the treatment of the
foregoing amounts of a Whole Loan shall be subject to the terms of the related
Co-Lender Agreement and, in the case of a Non-Serviced Whole Loan, the related
Non-Serviced Mortgage Loan Pooling Agreement.

            "REO Loan Accrual Period": With respect to any REO Loan and any Due
Date therefor, the one-month period immediately preceding such Due Date.

            "REO Property": A Mortgaged Property (other than a Mortgaged
Property securing a Non-Serviced Mortgage Loan) acquired by the Special Servicer
on behalf of, and in the name of, the Trustee, or a nominee of the Trustee for
the benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests) (and, in the case of a related Mortgaged
Property securing a Serviced Whole Loan, for the benefit of the
Certificateholders and the holders of any related Serviced Pari Passu Loan or
Serviced B Note, as their interests may appear) through foreclosure, acceptance
of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law
in connection with the default or imminent default of a Mortgage Loan, Serviced
Pari Passu Loan or Serviced B Note.

            "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.

            "Reportable Event":  As defined in Section 11.09.

            "Reporting   Servicer":   The  Servicer,   the  Special  Servicer,
Trustee or a Servicing Function Participant, as the case may be.

            "Request for Release": A release signed by a Servicing Officer of
the Servicer or the Special Servicer, as applicable, in the form of Exhibit E
attached hereto.

            "Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.

            "Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice President, Assistant Secretary, or
trust officer in the corporate trust department of the Trustee, and with respect
to any successor Trustee, any officer or assistant officer in the corporate
trust department of the successor Trustee, or any other officer of the successor
Trustee, customarily performing functions similar to those performed by any of
the above designated officers to whom a particular matter is referred by the
successor Trustee, because of such officer's knowledge of and familiarity with
the particular subject.

            "Revised Rate": With respect to those Mortgage Loans on the Mortgage
Loan Schedule indicated as having a revised rate, the increased interest rate
after the Anticipated Prepayment Date (in the absence of a default) for each
applicable Mortgage Loan, as calculated and as set forth in the related Mortgage
Loan.

            "Rule 144A Book-Entry Certificate": With respect to any Class of
Certificates offered and sold in reliance on Rule 144A under the Securities Act,
a single Book-Entry Certificate, in definitive, fully registered form without
interest coupons.

            "S&P":  Standard & Poor's  Ratings  Services,  a  division  of The
McGraw Hill Companies, Inc. and its successors in interest.

            "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the
rules and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).

            "Sarbanes-Oxley Certification": As defined in Section 11.08.

            "Scheduled Principal Distribution Amount": With respect to any
Distribution Date and in respect of any Mortgage Loan, the aggregate of the
principal portions of (a) all Monthly Payments (excluding Balloon Payments and
Excess Interest) due on a Due Date in respect of such Mortgage Loan during or,
if and to the extent not previously received or advanced pursuant to Section
4.03 in respect of a preceding Distribution Date, prior to, the related Due
Period, and all Assumed Scheduled Payments for the related Due Period, in each
case to the extent either (i) paid by the Mortgagor as of the Business Day
preceding the related P&I Advance Date (or, with respect to a Non-Serviced
Mortgage Loan, to the extent remitted by the related Non-Serviced Mortgage Loan
Servicer to the Servicer on or prior to the Business Day preceding the P&I
Advance Date) (and not previously distributed to Certificateholders) or (ii)
advanced by the Servicer or the Trustee, as applicable, pursuant to Section 4.03
in respect of such Distribution Date, and (b) all Balloon Payments in respect of
such Mortgage Loan to the extent received by the Servicer on or prior to the
Business Day preceding the related P&I Advance Date (or, with respect to a
Non-Serviced Mortgage Loan, to the extent remitted by the related Non-Serviced
Mortgage Loan Servicer to the Servicer on or prior to the Business Day preceding
the P&I Advance Date) and to the extent not included in clause (a) above.

            "Securities Act":  The Securities Act of 1933, as amended.

            "Security Agreement": With respect to any Mortgage Loan or Serviced
Whole Loan, any security agreement or equivalent instrument, whether contained
in the related Mortgage or executed separately, creating in favor of the holder
of such Mortgage a security interest in the personal property constituting
security for repayment of such Mortgage Loan or Serviced Whole Loan.

            "Sequential Pay Certificate": Any Class A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O or Class P Certificate.

            "Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Mortgage Loans or any other assets of the Trust
by an entity that meets the definition of "servicer" set forth in Item 1101 of
Regulation AB and is subject to the disclosure requirements set forth in Item
1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence
of this term shall have the meaning commonly understood by participants in the
commercial mortgage-backed securities market.

            "Serviced B Note": With respect to any Mortgage Loan (other than a
Non-Serviced Mortgage Loan), any mortgage loan that is secured by the related
Mortgaged Property on a subordinate basis with such Mortgage Loan. For the
avoidance of doubt, the Level 3 Communications B Note and the 400 Broadway B
Note are the only Serviced B Notes.

            "Serviced Pari Passu Loan": With respect to any Mortgage Loan (other
than a Non-Serviced Mortgage Loan), any mortgage loan that is secured by the
related Mortgaged Property on a pari passu basis with such Mortgage Loan. For
the avoidance of doubt, there are no Serviced Pari Passu Loans.

            "Serviced Pari Passu Loan Securities": Any class of securities
backed in whole or in part by any Serviced Pari Passu Loan.

            "Serviced Whole Loan": The Level 3 Communications Whole Loan and/or
the 400 Broadway Whole Loan, as the context may require.

            "Serviced Whole Loan Custodial Account": With respect to each
Serviced Whole Loan, the segregated account, accounts or sub-account, which may
be a sub-account of the Certificate Account, created and maintained by the
Servicer pursuant to Section 3.04(e) on behalf of the holders of any related
Mortgage Loan or Serviced B Note, which shall be entitled "[NAME OF SERVICER],
as Servicer, in trust for the Certificateholders and [NAMES OF THE HOLDERS OF
ANY RELATED SERVICED B NOTE], as their interests may appear." Any such
account(s) shall at all times be an Eligible Account(s) or sub-account(s) of
Eligible Account(s).

            "Servicer": Wachovia Bank, National Association, and its successor
in interest and assigns, or any successor Servicer appointed as herein provided.

            "Servicing   Account":   The  account  or  accounts   created  and
maintained pursuant to Section 3.03.

            "Servicing Advances": With respect to any Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Serviced Whole Loan, all customary, reasonable
and necessary "out of pocket" costs and expenses (including attorneys' fees and
expenses and fees of real estate brokers) incurred by the Servicer, the Trustee
or the Special Servicer, as applicable, in connection with the servicing and
administering of (a) such Mortgage Loan or Serviced Whole Loan in respect of
which a default, delinquency or other unanticipated event has occurred or as to
which a default is reasonably foreseeable or (b) the related REO Property, if
any, including, but not limited to, the cost of (i) compliance with the
Servicer's obligations set forth in Section 3.03(c), (ii) the preservation,
restoration and protection of a Mortgaged Property, (iii) obtaining any
Insurance Proceeds and Condemnation Proceeds or any Liquidation Proceeds of the
nature described in clauses (i)-(viii) of the definition of "Liquidation
Proceeds," (iv) any enforcement or judicial proceedings with respect to the
related Mortgaged Property, including foreclosures, (v) the operation, leasing,
management, maintenance and liquidation of any related REO Property and (vi) the
maintenance of insurance (including under the Servicer's force-placed insurance
policy) with respect to a Mortgaged Property (to the extent set forth in Section
3.07). Notwithstanding anything to the contrary, "Servicing Advances" shall not
include allocable overhead of the Servicer or the Special Servicer, such as
costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses
or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan, Serviced Whole Loan or REO Property.

            "Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB as such may be amended from time to time.

            "Servicing Fee": With respect to each Mortgage Loan, Serviced Pari
Passu Loan, Level 3 Communications B Note, 400 Broadway B Note and any successor
REO Loan, the fee payable to the Servicer pursuant to the first paragraph of
Section 3.11(a).

            "Servicing Fee Rate": With respect to each Mortgage Loan and
Serviced Pari Passu Loan and the Level 3 Communications B Note and 400 Broadway
B Note, a rate equal to the per annum rate set forth on the Mortgage Loan
Schedule under the heading "Servicing Fee Rate," in each case computed on the
basis of the Stated Principal Balance of the related Mortgage Loan and on the
basis of a 360-day year with twelve 30-day months.

            "Servicing Function Participant": Any Person, other than the
Servicer, the Special Servicer and the Trustee, that is performing activities
that address the Servicing Criteria, unless such Person's activities relate only
to 5% or less of the Mortgage Loans (based on their Stated Principal Balance).

            "Servicing Officer": Any officer or employee of the Servicer or the
Special Servicer, as applicable, involved in, or responsible for, the
administration and servicing of the Mortgage Loans, Serviced Pari Passu Loans or
Serviced B Notes, or this Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's or employee's knowledge of and familiarity with the particular
subject, and, in the case of any certification required to be signed by a
Servicing Officer, such an officer or employee whose name and specimen signature
appears on a list of servicing officers furnished to the Trustee by the Servicer
or the Special Servicer, as applicable, as such list may from time to time be
amended.

            "Servicing-Released Bid": As defined in Section 7.01(d).

            "Servicing-Retained Bid": As defined in Section 7.01(d).

            "Servicing Standard":  As defined in Section 3.01(a).

            "Servicing Transfer Event": With respect to any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, the occurrence of any
of the following events:

                  (i) a payment default shall have occurred on such Mortgage
            Loan or Serviced Whole Loan at its original maturity date or, if the
            original maturity date of such Mortgage Loan or Serviced Whole Loan
            has been extended in accordance herewith, a payment default occurs
            on such Mortgage Loan or Serviced Whole Loan at its extended
            maturity date or, in the case of Balloon Loans, the date the related
            Balloon Payment is due, unless in either case the related Mortgagor
            has delivered to the Servicer (who shall, in turn, forward such
            notice to the Special Servicer and the Directing Certificateholder)
            a written refinancing commitment prior to such maturity date
            reasonably satisfactory in form and substance to the Servicer which
            provides that such refinancing will occur within 60 days of the
            Maturity Date and payment has been made within 60 days of the
            Maturity Date; provided, however, that if such refinancing does not
            occur at such time, or if such refinancing commitment terminates
            prior to such 60-day period and the delinquent payment has not been
            made, a Servicing Transfer Event shall occur immediately; or

                  (ii) any Monthly Payment (other than a Balloon Payment) is 60
            days or more delinquent; or

                  (iii) the date upon which the Servicer or Special Servicer
            determines that a payment default or any other default under the
            applicable loan documents that (with respect to such other default)
            would impair the value of the related Mortgaged Property as security
            for such Mortgage Loan or Serviced Whole Loan or otherwise would
            materially adversely affect the interests of Certificateholders and,
            if applicable, the holders of any related Serviced Pari Passu Loan
            or Serviced B Note and would continue unremedied beyond the
            applicable grace period under the terms of the related loan
            documents (or, if no grace period is specified, for 60 days, and
            provided that a default that would give rise to an acceleration
            right without any grace period shall be deemed to have a grace
            period equal to zero) is imminent and is not likely to be cured by
            the related Mortgagor within 60 days or, except as provided in
            clause (i) above, in the case of a Balloon Payment, for at least 30
            days; or

                  (iv) the date upon which a decree or order of a court or
            agency or supervisory authority having jurisdiction in the premises
            in an involuntary case under any present or future federal or state
            bankruptcy, insolvency or similar law, or the appointment of a
            conservator, receiver or liquidator in any insolvency, readjustment
            of debt, marshaling of assets and liabilities or similar
            proceedings, or for the winding-up or liquidation of its affairs,
            and being entered against the related Mortgagor; and such decree or
            order shall have remained in force undischarged or unstayed for a
            period of 60 days; or

                  (v) the related Mortgagor shall consent to the appointment of
            a conservator or receiver or liquidator in any insolvency,
            readjustment of debt, marshaling of assets and liabilities or
            similar proceedings of or relating to such Mortgagor or of or
            relating to all or substantially all of its property; or

                  (vi) the related Mortgagor shall admit in writing its
            inability to pay its debts generally as they become due, file a
            petition to take advantage of any applicable insolvency or
            reorganization statute, make an assignment for the benefit of its
            creditors, or voluntarily suspend payment of its obligations; or

                  (vii) a default of which the Servicer or the Special Servicer
            has notice (other than a failure by such Mortgagor to pay principal
            or interest) and which in the opinion of the Servicer or the Special
            Servicer, as applicable, materially and adversely affects the
            interests of the Certificateholders (or, with respect to any
            Serviced Whole Loans, the holders of any related Serviced Pari Passu
            Loan or Serviced B Note) has occurred and remained unremedied for
            the applicable grace period specified in such Mortgage Loan or
            Serviced Whole Loan (or if no grace period is specified for those
            defaults which are capable of cure, 60 days) provided, however, that
            in the event the Special Servicer determines that the related
            Mortgagor does not need to maintain terrorism insurance as provided
            in Section 3.07(a), failure to obtain such insurance shall not be
            deemed to be a default for purposes of this clause (vii); or

                  (viii) the Servicer or Special Servicer (who shall forward
            such notice to the Servicer) has received notice of the foreclosure
            or proposed foreclosure of any lien on the related Mortgaged
            Property.

            A Servicing Transfer Event for a Mortgage Loan included in a
Serviced Whole Loan will trigger a Servicing Transfer Event for any related
Serviced Pari Passu Loan and/or Serviced B Note, and a Servicing Transfer Event
for any Serviced Pari Passu Loan or Serviced B Note included in a Serviced Whole
Loan will trigger a Servicing Transfer Event for the related Mortgage Loan.

            With respect to a Non-Serviced Mortgage Loan, the occurrence of a
"Servicing Transfer Event" (as such term is defined in the related Non-Serviced
Mortgage Loan Pooling Agreement) shall constitute a Servicing Transfer Event.

            "Similar Law":  As defined in Section 5.02(c).

            "Sole Certificateholder": Any Holder (or Holders provided they act
in unanimity) holding 100% of the Class X-W, Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates or an assignment of the voting rights
thereof; provided, however, that the Certificate Balances of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates
have been reduced to zero.

            "Special   Servicer":   LNR  or  any  successor  Special  Servicer
appointed as herein provided.

            "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan, the fee payable to the Special Servicer pursuant to
the first paragraph of Section 3.11(b), which in each case shall be a minimum of
$4,000 per month for each Specially Serviced Mortgage Loan and REO Loan.

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.35% per annum computed on the basis
of the Stated Principal Balance of the related Mortgage Loan or Serviced Whole
Loan and on the basis of a 360-day year with twelve 30-day months.

            "Specially Serviced Mortgage Loan": As defined in Section 3.01(a).

            "Startup Day":  The day designated as such in Section 10.01(b).

            "Stated Principal Balance": With respect to any Mortgage Loan, as of
any date of determination, an amount equal to (x) the Cut-off Date Principal
Balance of such Mortgage Loan, plus (y) any Mortgage Deferred Interest added to
the principal balance of such Mortgage Loan on or prior to the immediately
preceding Determination Date minus (z) the sum of:

                  (i) the principal portion of each Monthly Payment due on and
            attributable to such Mortgage Loan after the Cut-off Date, to the
            extent received from the Mortgagor or advanced by the Servicer;

                  (ii) all Principal Prepayments received with respect to such
            Mortgage Loan after the Cut-off Date;

                  (iii) the principal portion of all Insurance Proceeds,
            Condemnation Proceeds and Liquidation Proceeds received with respect
            to and attributable to such Mortgage Loan after the Cut-off Date;
            and

                  (iv) any reduction in the outstanding principal balance of
            such Mortgage Loan resulting from a Deficient Valuation or other
            modification of the Mortgage Loan that occurred prior to the
            Determination Date for the most recent Distribution Date.

            With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Mortgage
Loan, Serviced Pari Passu Loan or Serviced B Note as of the date of the related
REO Acquisition, minus (y) the sum of:

                  (i) the principal portion of any P&I Advance made with respect
            to the predecessor Mortgage Loan or Serviced Pari Passu Loan on or
            after the date of the related REO Acquisition; and

                  (ii) the principal portion of all Insurance Proceeds,
            Condemnation Proceeds, Liquidation Proceeds and REO Revenues
            received with respect to such REO Loan.

                        With  respect  to any  Serviced  Pari  Passu  Loan  or
Serviced B Note, as of any date of determination, an amount equal to (x) the
Cut-off Date Principal Balance of such Serviced Pari Passu Loan or Serviced B
Note, plus (y) any Mortgage Deferred Interest added to the principal balance of
such Serviced Pari Passu Loan or Serviced B Note on or before the end of the
immediately preceding Determination Date minus (z) the sum of:

                  (i) the principal portion of each Monthly Payment due on and
            attributable to such Serviced Pari Passu Loan or Serviced B Note
            after the Cut-off Date, to the extent received from the Mortgagor;

                  (ii) all Principal Prepayments received with respect to such
            Serviced Pari Passu Loan or Serviced B Note after the Cut-off Date;

                  (iii) the principal portion of all Insurance Proceeds,
            Condemnation Proceeds and Liquidation Proceeds received with respect
            to and attributable to such Serviced Pari Passu Loan or Serviced B
            Note after the Cut-off Date; and

                  (iv) any reduction in the outstanding principal balance of
            such Serviced Pari Passu Loan or Serviced B Note resulting from a
            Deficient Valuation or other modification of such Serviced Pari
            Passu Loan or Serviced B Note that occurred prior to the
            Determination Date for the most recent Distribution Date and in
            accordance with the terms of the related Co-Lender Agreement.

            With respect to any Serviced Whole Loan, as of any date of
determination, the sum of (a) the amount calculated with respect to the Mortgage
Loan related to such Serviced Whole Loan in accordance with the first paragraph
of this definition and (b) the amount calculated with respect to any related
Serviced Pari Passu Loan or Serviced B Note included in such Serviced Whole Loan
in accordance with the third paragraph of this definition.

            A Mortgage Loan or an REO Loan shall be deemed to be part of the
Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such
payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.

            "Statement to Certificateholders":  As defined in Section 4.02(a).

            "Sub-Servicer": Any Person engaged by either Master Servicer or the
Special Servicer to perform Servicing with respect to one or more Mortgage Loans
or REO Loans.

            "Sub-Servicing Agreement": The written contract between the Servicer
or the Special Servicer, as the case may be, and any Sub-Servicer relating to
servicing and administration of Mortgage Loans or Serviced Whole Loans as
provided in Section 3.22.

            "Subcontractor": Any vendor, subcontractor or other Person that is
not responsible for the overall servicing (as "servicing" is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the
Servicer, the Special Servicer, any Additional Servicer or any Servicing
Function Participant appointed by any of them.

            "Subject Securitization Transaction" shall mean the commercial
mortgage securitization transaction contemplated by this Agreement.

            "Subordinate Certificate": Any Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O and Class P Certificate.

            "Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Mortgage Loan being replaced calculated as of the date
of substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loans as of the date of substitution. In the event that one
or more Qualified Substitute Mortgage Loans are substituted (at the same time)
for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the
aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage Loan or Mortgage Loans.

            "Successful Bidder":  As defined in Section 7.01(e).

            "Successful Sub-Servicing Bidder":  As defined in Section 3.22(h).

            "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC
due to its classification as a REMIC under the REMIC Provisions and the federal
income tax return to be filed on behalf of the Grantor Trust due to its
classification as a grantor trust under subpart E, Part I of subchapter J of the
Code, together with any and all other information, reports or returns that may
be required to be furnished to the Certificateholders or filed with the Internal
Revenue Service or any other governmental taxing authority under any applicable
provisions of federal tax law or Applicable State and Local Tax Law.

            "Third Party Appraiser":  As defined in Section 3.18(e).

            "Transfer":   Any  direct  or  indirect  transfer,  sale,  pledge,
hypothecation,  or other form of  assignment  of any  Ownership  Interest in a
Certificate.

            "Transfer Affidavit":  As defined in Section 5.02(d).

            "Transferee":   Any  Person  who  is  acquiring  by  Transfer  any
Ownership Interest in a Certificate.

            "Transferor":   Any  Person  who  is  disposing  by  Transfer  any
Ownership Interest in a Certificate.

            "Transferor Letter":  As defined in Section 5.02(d).

            "Trust":  GE  Commercial  Mortgage  Corporation,   Series  2006-C1
Trust, the trust created hereby and to be administered hereunder.

            "Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Mortgage Loans as from time to
time are subject to this Agreement and all payments under and proceeds of such
Mortgage Loans received after the Cut-off Date (other than payments of principal
and interest due and payable on such Mortgage Loans on or before the Cut-off
Date), together with all documents included in the related Mortgage Files; (ii)
such funds or assets as from time to time are deposited in the Certificate
Account, any Serviced Whole Loan Custodial Account (to the extent such amounts
are allocable to the related Mortgage Loan, pursuant to the related Co-Lender
Agreement), the Distribution Account, any Servicing Accounts, the Interest
Reserve Account, the Excess Interest Distribution Account and the REO Accounts
(to the extent of the Trust Fund's interest therein); (iii) any REO Property (to
the extent of the Trust Fund's interest therein) or beneficial interest in a
Mortgaged Property acquired pursuant to a Non-Serviced Mortgage Loan Pooling
Agreement; (iv) the rights of the mortgagee under all Insurance Policies with
respect to the Mortgage Loans; (v) the Excess Liquidation Proceeds Reserve
Account; (vi) the Uncertificated Lower-Tier Interests; and (vii) the rights of
the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13 and 16 of each Mortgage
Loan Purchase Agreement.

            "Trustee": LaSalle Bank National Association, a national banking
association, in its capacity as trustee and its successors in interest, or any
successor Trustee appointed as herein provided.

            "Trustee Exception Report":  As defined in Section 2.02(e).

            "Trustee Fee": The fee to be paid monthly on the Distribution Date
to the Trustee as compensation for the Trustee's activities under this Agreement
equal to the product of the Trustee Fee Rate and the Stated Principal Balance of
the Mortgage Loans as of the preceding Distribution Date.

            "Trustee Fee Rate":  A rate equal to 0.00138% per annum.

            "UCC":   The  Uniform   Commercial   Code,   as  enacted  in  each
applicable state.

            "UCC  Financing  Statement":  A financing  statement  executed and
filed pursuant to the UCC, as in effect in the relevant jurisdiction.

            "Uncertificated Lower-Tier Interests": Any of the Class LA-1, Class
LA-2, Class LA-3, Class LA-AB, Class LA-4, Class LA-1A, Class LA-M, Class LA-J,
Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ,
Class LK, Class LL, Class LM, Class LN, Class LO and Class LP Uncertificated
Lower-Tier Interests.

            "Uncovered   Prepayment   Interest   Shortfall":   Any  Prepayment
Interest Shortfall in excess of the Compensating Interest Payment.

            "Underwriters":  Banc of America  Securities  LLC,  Deutsche  Bank
Securities Inc.,  Credit Suisse  Securities (USA) LLC, J.P. Morgan  Securities
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

            "Underwritten Debt Service Coverage Ratio": With respect to any
Mortgage Loan (other than any Non-Serviced Mortgage Loan), the ratio of (i)
Underwritten Net Cash Flow produced by the related Mortgaged Property or
Mortgaged Properties to (ii) the aggregate amount of the Monthly Payments due
for the 12-month period immediately following the Cut-off Date, except with
respect to those Mortgage Loans identified on Schedule 3 where Monthly Payments
pay interest only for a specified period of time set forth in the related
Mortgage Loan documents and then pay principal and interest, but for purposes of
this definition only, shall be assumed to include interest and principal (based
upon the amortization schedule length indicated on Schedule 3).

            "Underwritten Net Cash Flow": With respect to any Mortgaged
Property, the estimated stabilized annual revenue derived from the use and
operation of such Mortgaged Property, less estimated stabilized annual expenses,
including operating expenses (such as utilities, administrative expenses,
repairs and maintenance, tenant improvement costs, leasing commissions,
management fees and advertising), fixed expenses (such as insurance, real estate
taxes and, if applicable, ground lease payments) and replacement reserves and an
allowance for vacancies and credit losses. In calculating Underwritten Net Cash
Flow, certain non-operating items such as depreciation, amortization,
partnership distributions, financing fees and capital expenditures other than
applicable reserves, are not included as expenses.

            "Uninsured Cause": Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.07.

            "Unscheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of:

            (a) all Principal Prepayments received on the Mortgage Loans on or
      prior to the related Determination Date occurring in the month in which
      such Distribution Date occurs (or, in the case of a Non-Serviced Mortgage
      Loan, the portion of such amounts attributable to such Non-Serviced
      Mortgage Loan pursuant to the related Co-Lender Agreement); and

            (b) the principal portions of all Liquidation Proceeds, Insurance
      Proceeds and Condemnation Proceeds and, if applicable, REO Revenues
      received with respect to the Mortgage Loans and any REO Loans on or prior
      to the related Determination Date occurring in the month in which such
      Distribution Date occurs (or, in the case of any Non-Serviced Mortgage
      Loan, the portion of such amounts payable with respect to such
      Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement),
      but in each case only to the extent that such principal portion represents
      a recovery of principal for which no advance was previously made pursuant
      to Section 4.03 in respect of a preceding Distribution Date.

            "Upper-Tier Distribution Account": The segregated sub-account deemed
to be a part of the Distribution Account and maintained by the Trustee pursuant
to Section 3.04(b).

            "Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Distribution Account.

            "U.S. Dollars": Lawful money of the United States of America.

            "U.S. Person": A citizen or resident of the United States, a
corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the
United States, any State thereof or the District of Columbia, including any
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury Regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).

            "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various
Classes of Certificateholders as follows: (i) 4% in the case of the Class X-W
Certificates, and (ii) in the case of any other Class of Regular Certificates a
percentage equal to the product of 96% and a fraction, the numerator of which is
equal to the aggregate Certificate Balance of such Class, in each case,
determined as of the Distribution Date immediately preceding such time, and the
denominator of which is equal to the aggregate Certificate Balance of the
Regular Certificates, each determined as of the Distribution Date immediately
preceding such time. None of the Class S Certificates, the Class R Certificates
or the Class LR Certificates will be entitled to any Voting Rights. Voting
Rights allocated to a Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates.

            "Wachovia":   Wachovia   Bank,   National   Association   and  its
successors and assigns.

            "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the weighted average of the applicable Net Mortgage Rates of
the Mortgage Loans, weighted on the basis of their respective Stated Principal
Balances as of the preceding Distribution Date (after giving effect to the
distribution of principal on the related Distribution Date) or, in the case of
the first Distribution Date, the Cut-off Date.

            "Whole  Loan":  Any  Serviced  Whole Loan and  Non-Serviced  Whole
Loan, as applicable.

            "Whole Loan REO Account":  As defined in Section 3.16(b).

            "Withheld Amounts":  As defined in Section 3.25(a).

            "Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan, the amount of any Advance made with respect to such Mortgage Loan
on or before the date such Mortgage Loan becomes (or, but for the making of
three monthly payments under its modified terms, would then constitute) a
Corrected Mortgage Loan, together with (to the extent accrued and unpaid)
interest on such Advances, to the extent that (i) such Advance (and interest
thereon) is not reimbursed to the Person who made such Advance on or before the
date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan and
(ii) the amount of such Advance (and interest thereon) becomes an obligation of
the Mortgagor to pay such amount under the terms of the modified Mortgage Loan
documents. The Special Servicer shall provide the Servicer with information
sufficient to enable the Servicer to calculate such amount. That any amount
constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall
not in any manner limit the right of any Person hereunder to determine that such
amount instead constitutes a Nonrecoverable Advance reimbursable in the same
manner as any other Nonrecoverable Advance.

            "Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan (other than a Non-Serviced Mortgage Loan), as set
forth in Section 3.11(b).

            "Workout Fee Rate": A fee of 1.0% of each collection (other than
Excess Interest and Default Interest) of interest and principal (other than any
amount for which a Liquidation Fee would be paid), including (i) Monthly
Payments, (ii) Balloon Payments, (iii) prepayments and (iv) payments (other than
those included in clause (i) or (ii) of this definition) at maturity, received
on each Corrected Mortgage Loan for so long as it remains a Corrected Mortgage
Loan.

            "Yield Maintenance Charge": With respect to any Mortgage Loan,
Serviced Whole Loan or REO Loan, the yield maintenance charge set forth in the
related Mortgage Loan documents; provided that no amounts shall be considered
Yield Maintenance Charges until there has been a full recovery of all principal,
interest and other amounts due under the related Mortgage Loan or Serviced Whole
Loan.

            Section 1.02 Certain Calculations.

            Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and obligations of the
parties hereto, the following provisions shall apply:

                  (i) All calculations of interest (other than as provided in
            the Mortgage Loan documents) provided for herein shall be made on
            the basis of a 360-day year consisting of twelve 30-day months.

                  (ii) Any Mortgage Loan or Serviced Whole Loan payment is
            deemed to be received on the date such payment is actually received
            by the Servicer or the Special Servicer; provided, however, that for
            purposes of calculating distributions on the Certificates, Principal
            Prepayments with respect to any Mortgage Loan or Serviced Whole Loan
            are deemed to be received on the date they are applied in accordance
            with the Servicing Standard consistent with the terms of the related
            Mortgage Note and Mortgage to reduce the outstanding principal
            balance of such Mortgage Loan or Serviced Whole Loan on which
            interest accrues.

                  (iii) Any reference to the Certificate Balance of any Class of
            Regular Certificates (other than the Class X-W Certificates) on or
            as of a Distribution Date shall refer to the Certificate Balance of
            such Class of Certificates on such Distribution Date after giving
            effect to (a) any distributions made on such Distribution Date
            pursuant to Section 4.01(a), (b) any Collateral Support Deficit
            allocated to such Class on such Distribution Date pursuant to
            Section 4.04, (c) the addition of any Certificate Deferred Interest
            allocated to such Class and added to such Certificate Balance
            pursuant to Section 4.06(b) and (d) any recoveries on the related
            Mortgage Loan of Nonrecoverable Advances (plus interest thereon)
            that were previously reimbursed from principal collections on the
            Mortgage Loans that resulted in a reduction of the Principal
            Distribution Amount, Loan Group 1 Principal Distribution Amount or
            Loan Group 2 Principal Distribution Amount, which recoveries are
            allocated to such Class and added to the Certificate Balance
            pursuant to Section 4.04(a). The calculation of Voting Rights
            hereunder shall not be affected by an Appraisal Reduction.

                  (iv) If an expense under this Agreement relates in the
            reasonable judgment of the Servicer, the Special Servicer or the
            Trustee, as applicable, primarily to the administration of the Trust
            Fund, the Lower-Tier REMIC or the Upper-Tier REMIC formed hereunder
            or to any determination respecting the amount, payment or contest of
            any tax under the REMIC Provisions or the actual payment of any
            REMIC tax or expense, then such expense shall not be allocated to,
            deducted or reimbursed from, or otherwise charged against any holder
            of a Serviced Pari Passu Loan or a Serviced B Note and such holder
            of a Serviced B Note shall not suffer any adverse consequences as a
            result of the payment of such expense.

                  (v) For purposes of calculations required herein, Excess
            Interest shall not be added to the outstanding principal balance of
            the Mortgage Loans notwithstanding that the related loan documents
            may provide otherwise.

                               [End of Article I]

<PAGE>




                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans.

            (a) The Depositor hereby establishes the Trust as a common law trust
      under the laws of the State of New York and designates the Trust as "GE
      Commercial Mortgage Corporation, Series 2006-C1 Trust." Concurrently with
      the execution and delivery hereof, the Depositor does hereby assign, sell,
      transfer and convey to the Trustee, without recourse, for the benefit of
      the Certificateholders and the Trustee (as holder of the Uncertificated
      Lower-Tier Interests), on behalf of the Trust, all the right, title and
      interest of the Depositor, including any security interest therein for the
      benefit of the Depositor, in, to and under (i) the Mortgage Loans
      (including, without limitation, all related Mortgage Loan documents
      executed in connection therewith) identified on the Mortgage Loan
      Schedule, (ii) Sections 2, 3, 9, 11, 13 and 16 of each of the Mortgage
      Loan Purchase Agreements and (iii) all other assets included or to be
      included in the Trust Fund. Such assignment includes all interest and
      principal received or receivable on or with respect to the Mortgage Loans
      (other than payments of principal and interest due and payable on the
      Mortgage Loans on or before the Cut-off Date) and all escrow and
      collateral accounts and, in the case of a Mortgage Loan included in a
      Whole Loan, is subject to the related Co-Lender Agreement. Such assignment
      of any Non-Serviced Mortgage Loan, and, the right to service such Mortgage
      Loan, are further subject to the terms and conditions of the related
      Non-Serviced Mortgage Loan Pooling Agreement and the related Co-Lender
      Agreement. The transfer of the Mortgage Loans and the related rights and
      property accomplished hereby is absolute and, notwithstanding Section
      12.07, is intended by the parties to constitute a sale. In connection with
      the assignment to the Trustee of Sections 2, 3, 9, 11, 13 and 16 of each
      of the Mortgage Loan Purchase Agreements, it is intended that the Trustee
      get the benefit of Sections 8, 10 and 12 thereof in connection with any
      exercise of rights under such assigned Sections, and the Depositor shall
      use its best efforts to make available to the Trustee the benefits of
      Sections 8, 10 and 12 in connection therewith.

            (b) In connection with the Depositor's assignment pursuant to
      subsection (a) above, the Depositor shall direct, and hereby represents
      and warrants that it has directed, each of the Mortgage Loan Sellers
      pursuant to the applicable Mortgage Loan Purchase Agreement to deliver to
      and deposit with, or cause to be delivered to and deposited with, the
      Trustee or a Custodian appointed thereby, on or before the Closing Date,
      the Mortgage Note for each Mortgage Loan so assigned, with copies to the
      Servicer (or, in the case of the Mortgage Loans sold to the Depositor by
      Bank of America, to Bank of America) and, within 45 days following the
      Closing Date, the remaining documents in the Mortgage File for each such
      Mortgage Loan. With respect to the Mortgage Loans sold to the Depositor by
      GECC, the Depositor shall cause GECC to forward to the Servicer copies of
      the documents listed in clauses (i), (ii), (vi), (viii), (xvi), (xviii)
      and (xix) of the definition of Mortgage File. If the applicable Mortgage
      Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage
      Loan, the original Mortgage Note, such Mortgage Loan Seller shall deliver
      a copy or duplicate original of such Mortgage Note, together with an
      affidavit certifying that the original thereof has been lost or destroyed
      and indemnifying the Trustee. The Trustee shall provide a certification in
      the form attached hereto as Exhibit V-1 on the Closing Date that all
      Mortgage Notes have been received or an appropriate affidavit has been
      delivered. If the applicable Mortgage Loan Seller cannot deliver, or cause
      to be delivered, as to any Mortgage Loan, any of the documents and/or
      instruments referred to in clauses (ii), (iv), (vi), (viii), (xi) and
      (xiii) of the definition of "Mortgage File," with evidence of recording
      thereon, solely because of a delay caused by the public recording office
      where such document or instrument has been delivered for recordation, the
      delivery requirements of the applicable Mortgage Loan Purchase Agreement
      and this Section 2.01(b) shall be deemed to have been satisfied on a
      provisional basis as to such non-delivered document or instrument, and
      such non-delivered document or instrument shall be deemed to have been
      included in the Mortgage File, provided that a photocopy of such
      non-delivered document or instrument (certified by the applicable Mortgage
      Loan Seller to be a true and complete copy of the original thereof
      submitted for recording) is delivered to the Trustee or a Custodian
      appointed thereby within 45 days following the Closing Date, and either
      the original of such non-delivered document or instrument, or a photocopy
      thereof, with evidence of recording thereon, is delivered to the Trustee
      or such Custodian within 180 days of the Closing Date (or within such
      longer period after the Closing Date as the Trustee may consent to, which
      consent shall not be unreasonably withheld so long as the applicable
      Mortgage Loan Seller is, as certified in writing to the Trustee no less
      often than every 90 days, in good faith attempting to obtain from the
      appropriate county recorder's office such original or photocopy). If the
      applicable Mortgage Loan Seller cannot deliver, or cause to be delivered,
      as to any Mortgage Loan, any of the documents and/or instruments referred
      to in clauses (ii), (iv), (vi), (viii), (xi) and (xiii) of the definition
      of "Mortgage File," with evidence of recording thereon, for any other
      reason, including, without limitation, that such non-delivered document or
      instrument has been lost, the delivery requirements of the applicable
      Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed
      to have been satisfied as to such non-delivered document or instrument,
      and such non-delivered document or instrument shall be deemed to have been
      included in the Mortgage File; provided, that a photocopy of such
      non-delivered document or instrument (with evidence of recording thereon
      and certified in the case of the documents and/or instruments referred to
      in clause (ii) of the definition of "Mortgage File" by the appropriate
      county recorder's office to be a true and complete copy of the original
      thereof submitted for recording) is delivered to the Trustee or a
      Custodian appointed thereby within 45 days following the Closing Date.
      Neither the Trustee nor any Custodian shall in any way be liable for any
      failure by such Mortgage Loan Seller or the Depositor to comply with the
      delivery requirements of the related Mortgage Loan Purchase Agreement and
      this Section 2.01(b). If, within 45 days following the Closing Date as to
      any Mortgage Loan, the applicable Mortgage Loan Seller cannot deliver in
      complete and recordable form any one of the assignments in favor of the
      Trustee referred to in clauses (iii), (v), (vii) or (xii) of the
      definition of "Mortgage File" solely because of the unavailability of
      recording information as to any existing document or instrument, such
      Mortgage Loan Seller may provisionally satisfy the delivery requirements
      of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
      by delivering with respect to such Mortgage Loan within 45 days following
      the Closing Date an omnibus assignment of such Mortgage Loan substantially
      in the form of Exhibit H; provided, that all required original assignments
      with respect to such Mortgage Loan (except for any Mortgage which has been
      recorded in the name of MERS or its designee), in fully complete and
      recordable form, are delivered to the Trustee or its Custodian within 180
      days of the Closing Date (or within such longer period as the Trustee in
      its discretion may permit). Notwithstanding anything herein to the
      contrary, with respect to the documents referred to in clause (xix) of the
      definition of Mortgage File, the Servicer shall hold the original of such
      document in trust on behalf of the Trustee in order to draw on such letter
      of credit and the applicable Mortgage Loan Seller shall be deemed to have
      satisfied the delivery requirements of the related Mortgage Loan Purchase
      Agreement and this Section 2.01(b) by delivering the original of such
      document to the Servicer, who will certify receipt of such document, and
      forward a copy of the applicable document to the Trustee (and, with
      respect to the Mortgage Loans sold to the Depositor by GECC, the
      Servicer), and the Trustee shall appoint the Servicer as custodian and the
      Servicer shall accept such appointment with respect to such letters of
      credit. The applicable Mortgage Loan Seller shall pay any costs of
      assignment of such letter of credit required in order for the Servicer to
      draw on such letter of credit.

            (c) Except under the circumstances provided for in the last sentence
      of this subsection (c), the Trustee, at the related Mortgage Loan Seller's
      expense, shall as to each Mortgage Loan, promptly (and in any event within
      75 days of the later of the Closing Date, the Trustee's actual receipt of
      the related documents and the date on which the Trustee receives with
      respect to the original recorded or filed documents relating to such
      assignments and UCC Financing Statements, all necessary recording or
      filing information required for the filing of such assignments and UCC
      Financing Statements) cause to be submitted for recording or filing, as
      the case may be, in the appropriate public office for real property
      records or UCC Financing Statements, as appropriate (except for any
      Mortgage Loan that has been recorded in the name of MERS or its designee),
      each assignment to the Trustee referred to in clauses (iii) and (v) of the
      definition of "Mortgage File" and each financing statement in lieu of a
      continuation statement and UCC-3 to the Trustee referred to in clause
      (xii) of the definition of "Mortgage File." Each such assignment shall
      reflect that it should be returned by the public recording office to the
      Trustee or its designee following recording, and each such financing
      statement in lieu of a continuation statement and UCC-3 shall reflect that
      the file copy thereof should be returned to the Trustee or its designee
      following filing. If any such document or instrument is determined to be
      incomplete or not to meet the filing requirements of the jurisdiction in
      which it is recorded or filed, or is lost or returned unrecorded or
      unfiled, as the case may be, because of a defect therein on or about 180
      days after the Closing Date, the Trustee shall prepare or cause to be
      prepared at the expense of the related Mortgage Loan Seller a substitute
      therefor or cure such defect, as the case may be, and thereafter the
      Trustee shall upon receipt thereof cause the same to be duly recorded or
      filed, as appropriate. Notwithstanding the foregoing, there shall be no
      requirement to record any assignment to the Trustee referred to in clause
      (iii) and (v) of the definition of "Mortgage File," or to file any
      financing statement in lieu of a continuation statement and UCC-3 to the
      Trustee referred to in clause (xii) of the definition of "Mortgage File,"
      in those jurisdictions where, in the written opinion of local counsel
      (such opinion to be provided by the applicable Mortgage Loan Seller and
      which opinion shall not be an expense of the Trustee, the Trust Fund or
      the holder of any Serviced Pari Passu Loan or Serviced B Note) acceptable
      to the Depositor and the Trustee, such recordation and/or filing is not
      required to protect the Trustee's interest in the related Mortgage Loans
      against sale, further assignment, satisfaction or discharge by the related
      Mortgage Loan Seller, the Servicer, the Special Servicer, any Sub-Servicer
      or the Depositor.

            (d) All documents and records in the Depositor's or the applicable
      Mortgage Loan Seller's possession relating to the Mortgage Loans and
      originals or copies of all financial statements, operating statements,
      appraisals, environmental/engineering reports, environmental insurance
      policies, the Mortgage Loan Seller's asset summary and original
      underwriting, closing documents, leases, management agreements, rent rolls
      and legal opinions and any other documents in the possession of the
      Mortgage Loan Seller, and any other information provided by the respective
      Mortgagor from time to time, that are not required to be a part of a
      Mortgage File in accordance with the definition thereof (such documents,
      the "Credit File") together with copies of all documents in each Mortgage
      File, shall be delivered to the Servicer (or, in the case of the Mortgage
      Loans sold to the Depositor by Bank of America, to Bank of America) on or
      before the Closing Date and shall be held by the Servicer on behalf of the
      Trustee in trust for the benefit of the Certificateholders (and as holder
      of the Uncertificated Lower-Tier Interests); provided, however, that the
      applicable Mortgage Loan Seller shall not be required to deliver any draft
      documents, internal notes, attorney-client privileged communications or
      credit analyses.

            (e) In connection with the Depositor's assignment pursuant to
      subsection (a) above, the Depositor shall deliver, and hereby represents
      and warrants that it has delivered, to the Trustee and the Servicer, on or
      before the Closing Date, a fully executed original counterpart of each of
      the Mortgage Loan Purchase Agreements, as in full force and effect,
      without amendment or modification, on the Closing Date.

            (f) The Depositor shall use its best efforts to require that,
      promptly after the Closing Date, but in all events within three Business
      Days after the Closing Date each of the Mortgage Loan Sellers shall cause
      all funds on deposit in escrow accounts maintained with respect to the
      Mortgage Loans in the name of the applicable Mortgage Loan Seller or any
      other name to be transferred to the Servicer (or a Sub-Servicer) for
      deposit into Servicing Accounts.

            (g) The Trustee shall hold all such documents, records and funds on
      behalf of the Trust in trust for the benefit of the Certificateholders.

            Section 2.02 Acceptance by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
      acknowledges receipt by it or a Custodian on its behalf, subject to the
      provisions of Section 2.01 and the further review provided for in this
      Section 2.02 and to any exceptions noted on the Trustee Exception Report,
      of the applicable documents specified in clauses (i), (ii), (ix), (xvi)
      and (xix) of the definition of "Mortgage File" with respect to each
      Mortgage Loan, of a fully executed original counterpart of each of the
      Mortgage Loan Purchase Agreements and of all other assets included in the
      Trust Fund, in good faith and without notice of any adverse claim, and
      declares that it or a Custodian on its behalf holds and will hold such
      documents (other than the documents referred to in clause (xix) of the
      definition of "Mortgage File," which shall be held by the Servicer) and
      the other documents delivered or caused to be delivered by the Mortgage
      Loan Sellers constituting the Mortgage Files, and that it holds and will
      hold such other assets included in the Trust Fund, in trust for the
      exclusive use and benefit of all present and future Certificateholders
      (and as holder of the Uncertificated Lower-Tier Interests). To the extent
      that the Mortgage File for a Mortgage Loan included in a Serviced Whole
      Loan relates to a Serviced Pari Passu Loan or a Serviced B Note, the
      Trustee shall also hold such Mortgage File in trust for the use and
      benefit of the holder of any related Serviced Pari Passu Loan or Serviced
      B Note.

            (b) Within 90 days after the later of the Closing Date or actual
      receipt (but not later than 120 days after the Closing Date) (the "Initial
      Certification Date"), the Trustee or a Custodian on its behalf shall
      review each of the Mortgage Loan documents delivered or caused to be
      delivered by the Mortgage Loan Sellers constituting the Mortgage Files;
      and, promptly following such review (but in no event later than 120 days
      after the Closing Date), the Trustee shall certify in writing (in the form
      attached hereto as Exhibit V-2) to each of the Rating Agencies, the
      Depositor, the Servicer, the Special Servicer, the Directing
      Certificateholder (provided it shall have identified itself, and furnished
      to the Trustee a notice address for the delivery of such certificate) and
      the Mortgage Loan Sellers that, as to each Mortgage Loan listed in the
      Mortgage Loan Schedule (other than any Mortgage Loan paid in full) and
      except as specifically identified in any exception report annexed thereto,
      (i) all documents specified in clauses (i) through (v), (ix), (x) (xi),
      (xii), and (xvi) through (xix) (to the extent the Trustee has actual
      knowledge that such documents are supposed to be in the Mortgage File as
      indicated by the Mortgage Loan Checklist delivered by each Mortgage Loan
      Seller with each closing document binder) (or, with respect to clause
      (xix), a copy of such letter of credit if the Servicer has the original or
      an officer's certificate as contemplated by the penultimate sentence of
      Section 2.01(b) hereof), if any, of the definition of "Mortgage File," as
      applicable, are in its possession, (ii) the foregoing documents delivered
      or caused to be delivered by the Mortgage Loan Sellers have been reviewed
      by it or by a Custodian on its behalf and appear regular on their face,
      appear to be executed and relate to such Mortgage Loan and (iii) based on
      such examination and only as to the foregoing documents, the information
      set forth in the Mortgage Loan Schedule with respect to the items
      specified in clauses (iv), (vi) and (viii)(c) in the definition of
      "Mortgage Loan Schedule" is correct. With respect to each Mortgage Loan,
      the related Mortgage Loan Seller shall provide to the Trustee a Mortgage
      Loan Checklist, upon which the Trustee may rely in determining which
      documents should be part of the Mortgage File. With respect to each
      Mortgage Loan listed on an exception report, the Trustee shall
      specifically identify such Mortgage Loan together with the nature of such
      exception (in the form reasonably acceptable to the Trustee and the
      Mortgage Loan Seller and specifically identifying items required to be in
      the Mortgage File but never delivered and items which were delivered by
      the Mortgage Loan Seller but are out for recording and have not been
      returned by the recorder's office).

            (c) The Trustee or a Custodian on its behalf shall review each of
      the Mortgage Loan documents received thereby subsequent to the Closing
      Date; and, every 90 days following the Initial Certification Date until
      the date that all exceptions are eliminated. The Trustee shall certify in
      writing and shall deliver such writing electronically to each of the
      Depositor, the Servicer, the Directing Certificateholder, the Special
      Servicer and the applicable Mortgage Loan Seller that, as to each Mortgage
      Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan as
      to which a Liquidation Event has occurred) or any Mortgage Loan
      specifically identified in any exception report annexed thereto (i) all
      documents specified in clauses (i) through (v), (ix) through (xii) and
      (xvi) through (xix) (or, with respect to clause (xix), a copy of such
      letter of credit if the Servicer has the original or an officer's
      certificate as contemplated by the penultimate sentence of Section 2.01(b)
      hereof), if any, of the definition of "Mortgage File," as applicable, are
      in its possession, (ii) the foregoing documents delivered or caused to be
      delivered by the Mortgage Loan Sellers have been reviewed by it or by a
      Custodian on its behalf and appear regular on their face and relate to
      such Mortgage Loan, and (iii) based on such examination and only as to the
      foregoing documents, the information set forth in the Mortgage Loan
      Schedule with respect to the items specified in clauses (iv), (vi) and
      (viii)(c) in the definition of "Mortgage Loan Schedule" is correct.

            (d) It is herein acknowledged that neither the Trustee nor any
      Custodian is under any duty or obligation (i) beyond review of the
      Mortgage Loan Checklist and confirmation that the listed documents are
      present, to determine whether any of the documents specified in clauses
      (v), (vi), (vii), (viii), (x), (xiv), (xv), (xvi), (xviii), (xix) and
      (xxiii) through (xxv) of the definition of "Mortgage File" exist or are
      required to be delivered by the Depositor, the Mortgage Loan Sellers or
      any other Person or (ii) to inspect, review or examine any of the
      documents, instruments, certificates or other papers relating to the
      Mortgage Loans delivered to it to determine that the same are genuine,
      enforceable, sufficient to perfect and maintain the perfection of a
      security interest or appropriate for the represented purpose or that they
      are other than what they purport to be on their face and, with respect to
      the documents specified in clause (ix), whether the insurance is effective
      as of the date of the recordation, whether all endorsements or riders
      issued are included in the file or if the policy has not been issued
      whether any acceptable replacement document has been dated the date of the
      related Mortgage Loan funding. Further, with respect to the documents
      described in clause (xii) of the definition of "Mortgage File," to the
      extent the Trustee has actual knowledge or is notified of any fixture or
      real property UCC Financing Statements, the Trustee shall file an
      assignment to the Trust with respect to such UCC Financing Statements in
      the appropriate jurisdiction under the UCC at the expense of the related
      Mortgage Loan Seller. The UCC Financing Statements to be assigned to the
      Trust (and in the case of a Serviced Whole Loan, on behalf of the holder
      of any related Serviced Pari Passu Loan or Serviced B Notes) will be
      delivered on current national forms, in recordable form, and will be filed
      by the Trustee in the state of incorporation of the related Mortgagor(s)
      as indicated on the documents provided.

            (e) If, in the process of reviewing the Mortgage Files or at any
      time thereafter, the Trustee or any Custodian discovers a defect in any
      Mortgage File (a "Defect") the Trustee shall promptly so notify the
      Depositor, the Directing Certificateholder, the Servicer, the Special
      Servicer and the applicable Mortgage Loan Seller (and in no event later
      than 90 days after the Closing Date and every quarter thereafter,
      commencing with the quarter ending March 31, 2006) by providing to each a
      written report delivered in an electronic format (the "Trustee Exception
      Report") setting forth for each affected Mortgage Loan, with
      particularity, the nature of such Defect (in form reasonably acceptable to
      the Trustee and the Mortgage Loan Seller and specifically identifying
      items required to be in the Mortgage File but never delivered and items
      which were delivered by the Mortgage Loan Seller but are out for recording
      and have not been returned by the recorder's office).

            Section 2.03 Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or Substitution of Mortgage Loans
for Defects in Mortgage Files and Breaches of Representations and Warranties.

            (a) The Depositor hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders and the holders of any
Serviced Pari Passu Loan or Serviced B Note, and to the Servicer and the Special
Servicer, as of the Closing Date, that:

                  (i) The Depositor is a corporation duly organized, validly
            existing and in good standing under the laws of the State of
            Delaware, and the Depositor has taken all necessary corporate action
            to authorize the execution, delivery and performance of this
            Agreement by it, and has the power and authority to execute, deliver
            and perform this Agreement and all the transactions contemplated
            hereby, including, but not limited to, the power and authority to
            sell, assign and transfer the Mortgage Loans in accordance with this
            Agreement;

                  (ii) Assuming the due authorization, execution and delivery of
            this Agreement by each other party hereto, this Agreement and all of
            the obligations of the Depositor hereunder are the legal, valid and
            binding obligations of the Depositor, enforceable against the
            Depositor in accordance with the terms of this Agreement, except as
            such enforcement may be limited by bankruptcy, insolvency,
            reorganization or other similar laws affecting the enforcement of
            creditors' rights generally, and by general principles of equity
            (regardless of whether such enforceability is considered in a
            proceeding in equity or at law);

                  (iii) The execution and delivery of this Agreement and the
            performance of its obligations hereunder by the Depositor will not
            conflict with any provisions of any law or regulations to which the
            Depositor is subject, or conflict with, result in a breach of or
            constitute a default under any of the terms, conditions or
            provisions of the certificate of incorporation or the by-laws of the
            Depositor or any indenture, agreement or instrument to which the
            Depositor is a party or by which it is bound, or any order or decree
            applicable to the Depositor, or result in the creation or imposition
            of any lien on any of the Depositor's assets or property, which
            would materially and adversely affect the ability of the Depositor
            to carry out the transactions contemplated by this Agreement; the
            Depositor has obtained any consent, approval, authorization or order
            of any court or governmental agency or body required for the
            execution, delivery and performance by the Depositor of this
            Agreement;

                  (iv) There is no action, suit or proceeding pending or, to the
            Depositor's knowledge, threatened against the Depositor in any court
            or by or before any other governmental agency or instrumentality
            which would materially and adversely affect the validity of the
            Mortgage Loans or the ability of the Depositor to carry out the
            transactions contemplated by this Agreement; and

                  (v) The Depositor is the lawful owner of the Mortgage Loans
            with the full right to transfer the Mortgage Loans to the Trust and
            the Mortgage Loans have been validly transferred to the Trust.

            (b) If any of the Servicer, the Special Servicer or the Trustee
discovers or receives notice of a Defect in any Mortgage File or a breach of any
representation or warranty set forth in, or required to be made with respect to
a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to, the related
Mortgage Loan Purchase Agreement (a "Breach"), which Defect or Breach, as the
case may be, materially and adversely affects the value of any Mortgage Loan or
the interests of any Certificateholders therein, the Servicer, the Special
Servicer or the Trustee, as applicable, shall give prompt written notice of such
Defect or Breach, as the case may be, to the Depositor, each Rating Agency, the
Servicer, the Special Servicer, the Mortgage Loan Sellers, the Trustee, the
Directing Certificateholder, the holder of any Serviced Pari Passu Loan and any
Serviced B Note and the Servicer or the Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall request that the applicable Mortgage
Loan Seller, not later than the earlier of 90 days from the applicable Mortgage
Loan Seller's receipt of such notice or the Mortgage Loan Seller's discovery of
such Breach, (i) cure such Defect or Breach, as the case may be, in all material
respects, (ii) repurchase the affected Mortgage Loan at the applicable Purchase
Price or in conformity with the applicable Mortgage Loan Purchase Agreement or
(iii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage
Loan (provided that in no event shall any such substitution occur later than the
second anniversary of the Closing Date) and pay the Servicer for deposit into
the Certificate Account, any Substitution Shortfall Amount in connection
therewith; provided, however, that if such Breach and Defect is capable of being
cured but not within such 90-day period, and the Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Breach or Defect
within such 90-day period, the Mortgage Loan Seller shall have an additional 90
days to complete such cure (or, failing such cure, to repurchase the related
Mortgage Loan or substitute a Qualified Substitute Mortgage Loan) and provided,
further, that with respect to such additional 90-day period, the Mortgage Loan
Seller shall have delivered an Officer's Certificate to the Rating Agencies, the
Servicer, the Special Servicer and the Trustee setting forth the reason such
Breach or Defect is not capable of being cured within the initial 90-day period
and what actions the Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that the Mortgage Loan Seller anticipates that such
Breach or Defect will be cured within the additional 90-day period.
Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage
Loan not to be a "qualified mortgage" (within the meaning of Section 860G(a)(3)
of the Code, without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) which causes a defective Mortgage Loan to be treated as a
qualified mortgage) shall be deemed to materially and adversely affect the
interest of Certificateholders therein, and such Mortgage Loan shall be
repurchased no later than the earlier of 90 days from the applicable Mortgage
Loan Seller's receipt of a notice of such Defect or Breach or the Mortgage Loan
Seller's discovery of such Breach or Defect. If the affected Mortgage Loan is to
be repurchased, the funds in the amount of the Purchase Price are to be
deposited by wire transfer in the Certificate Account. Notwithstanding the
foregoing, if a Mortgage Loan is not secured by a hotel, restaurant (operated by
the Mortgagor), healthcare facility, nursing home, assisted living facility,
self-storage facility, theatre (as sole collateral), mobile home park or fitness
center (operated by the Mortgagor) property, then the failure to deliver to the
Trustee copies of the UCC Financing Statements with respect to such Mortgage
Loan shall not be a material Defect or material Breach.

            If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Mortgage Loan Seller as
contemplated by this Section 2.03(b), then, prior to the subject repurchase, the
Mortgage Loan Seller, as the case may be, or its designee shall use its
reasonable efforts, subject to the terms of the related Mortgage Loan(s), to
prepare and, to the extent necessary and appropriate, have executed by the
related Mortgagor and record, such documentation as may be necessary to
terminate the cross-collateralization between the Mortgage Loan(s) in such
Cross-Collateralized Group that are to be repurchased, on the one hand, and the
remaining Mortgage Loan(s) therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that no such termination shall be effected unless and until the
Directing Certificateholder, if one is then acting, has consented in its sole
discretion and the Trustee has received from the related Mortgage Loan Seller,
as the case may be, (i) an Opinion of Counsel to the effect that such
termination would not cause an Adverse REMIC Event to occur and (ii) written
confirmation from each Rating Agency that such termination will not result in a
downgrade, qualification or withdrawal of the then-current rating of the
Certificates or any class of securities backed in whole or in part by any
Serviced Pari Passu Loan that are currently being rated by such Rating Agency;
and provided, further, that the Mortgage Loan Seller, in the case of the related
Mortgage Loans, may, at its option and within 30 days, purchase the entire
subject Cross-Collateralized Group in lieu of effecting a termination of the
cross-collateralization. All costs and expenses incurred by the Trustee or any
Person acting on its behalf pursuant to this paragraph shall be included in the
calculation of the Purchase Price for the Mortgage Loan(s) to be repurchased. If
the cross-collateralization of any Cross-Collateralized Group cannot be
terminated as contemplated by this paragraph, then, for purposes of (i)
determining the materiality of any Breach or Defect, as the case may be, and
(ii) the application of remedies, such Breach or Defect shall be treated as a
Breach or Defect as to each Mortgage Loan in the Cross-Collateralized Group and
such Cross-Collateralized Group shall be treated as a single Mortgage Loan.
Solely for the purpose of complying with the REMIC Provisions, the Mortgagors of
any Cross-Collateralized Group are intended third-party beneficiaries of a
release of cross-collateralization that is permitted by the provisions of this
paragraph, and the provisions of this paragraph may not be amended without the
consent of all such Mortgagors, provided, however, that such Mortgagors shall
not be third-party beneficiaries of any other provision of this Agreement and
shall have no rights with respect to this Agreement except as set forth in this
paragraph. In addition, the foregoing paragraph shall not impose any additional
obligations on the Servicer or the Special Servicer with respect to any
Mortgagors.

            (c) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 2.03, the Trustee, the Servicer (with respect to
any such Mortgage Loan other than a Specially Serviced Mortgage Loan) and the
Special Servicer (with respect to any such Mortgage Loan that is a Specially
Serviced Mortgage Loan) shall each tender to the applicable Mortgage Loan
Seller, upon delivery (i) to each of the Servicer or the Special Servicer, as
applicable, of a trust receipt and (ii) to the Trustee by the Servicer or the
Special Servicer, as applicable, of a Request for Release and an acknowledgement
by the Servicer or Special Servicer, as applicable, of its receipt of the
Purchase Price executed by the applicable Mortgage Loan Seller, all portions of
the Mortgage File and other documents pertaining to such Mortgage Loan possessed
by it, and each document that constitutes a part of the Mortgage File that was
endorsed or assigned to the Trustee shall be endorsed or assigned in the form of
endorsement or assignment provided to the Trustee by the applicable Mortgage
Loan Seller, as the case may be, to the applicable Mortgage Loan Seller in the
same manner as provided in Section 3 of the related Mortgage Loan Purchase
Agreement; provided, however, that the Servicer or Special Servicer, as
applicable, shall use reasonable efforts to cooperate in furnishing necessary
information to the Mortgage Loan Seller in connection with such Mortgage Loan
Seller's preparation of such endorsement or assignment.

            (d) Section 3 of each of the Mortgage Loan Purchase Agreements
provides the sole remedy available to the Certificateholders, or the Trustee on
behalf of the Certificateholders, respecting any Defect in a Mortgage File or
any Breach of any representation or warranty set forth in or required to be made
pursuant to Section 2 of each of the Mortgage Loan Purchase Agreements.

            (e) The Special Servicer shall, for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests), enforce the obligations of the applicable Mortgage Loan Seller under
Section 3 of the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, shall be carried
out in accordance with the Servicing Standard. The Trustee, the Servicer (to the
extent that the Trustee or Servicer incur such costs) and the Special Servicer,
as the case may be, shall be reimbursed for the reasonable costs of such
enforcement, in each case with interest at the Reimbursement Rate: first, from a
specific recovery of costs, expenses or attorneys' fees against the applicable
Mortgage Loan Seller; second, pursuant to Section 3.05(e)(vii) (with respect to
the related Mortgage Loan) or Section 3.05(e)(vii) (with respect to any Serviced
Whole Loan), out of the related Purchase Price, to the extent that such expenses
are a specific component thereof; and third, if at the conclusion of such
enforcement action it is determined that the amounts described in clauses first
and second are insufficient, then pursuant to Section 3.05(a)(viii) (with
respect to the related Mortgage Loan) or Section 3.05(e)(viii) (with respect to
any Serviced Whole Loan), out of general collections on the Mortgage Loans on
deposit in the Certificate Account and/or Serviced Whole Loan Custodial Account,
as applicable.

            Section 2.04 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests.

            (a) The Trustee hereby acknowledges the assignment to it of the
Mortgage Loans, and, subject to Sections 2.01 and 2.02, the delivery to it or a
Custodian on its behalf of the Mortgage Files and a fully executed original
counterpart of each of the Mortgage Loan Purchase Agreements, together with the
assignment to it of all other assets included in the Trust Fund. Concurrently
with such assignment and delivery and in exchange therefor, the Trustee (i)
acknowledges the issuance of the Uncertificated Lower-Tier Interests and the
residual interest in the Lower-Tier REMIC, represented by the Class LR
Certificates, to or upon the order of the Depositor, in exchange for the
Mortgage Loans (exclusive of Excess Interest), receipt of which is hereby
acknowledged, (ii) acknowledges and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Holders of the Certificates (other than the Class LR Certificates and the Class
S Certificates) and (iii) immediately thereafter, the Trustee acknowledges that
it has caused the Certificate Registrar to execute and cause the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, in
exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates
and the Class R Certificates, and the Depositor hereby acknowledges the receipt
by it or its designees, of such Certificates in authorized Denominations
evidencing the entire beneficial ownership of the Upper-Tier REMIC.

            (b) Concurrently with the transfer of the Mortgage Loans (exclusive
of Excess Interest) to the Lower-Tier REMIC, the Trustee acknowledges the
transfer of the Excess Interest by the Depositor to the Grantor Trust, and
immediately thereafter, the Trustee acknowledges that it has caused the
Certificate Registrar to execute and has caused the Authenticating Agent to
authenticate and deliver to or upon the order of the Depositor, the Class S
Certificate evidencing the entire beneficial ownership of the Grantor Trust.

                               [End of Article II]

<PAGE>


                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

            Section 3.01 Servicer to Act as Servicer; Special Servicer to Act as
Special Servicer; Administration of the Mortgage Loans.

            (a) Each of the Servicer and the Special Servicer shall diligently
service and administer the applicable Mortgage Loans, Serviced Pari Passu Loans
and Serviced B Notes it is obligated to service pursuant to this Agreement
(which Mortgage Loans specifically exclude the Non-Serviced Mortgage Loans) on
behalf of the Trust and in the best interests of and for the benefit of the
Certificateholders (and, in the case of the Serviced Whole Loans, the holders of
the related Serviced Pari Passu Loans and Serviced B Notes, as a collective
whole, taking into consideration that the Serviced B Note is subordinate to the
related Mortgage Loan and Serviced Pari Passu Loan) and the Trustee (as holder
of the Uncertificated Lower-Tier Interests) and, in the case of each Serviced
Whole Loan, on behalf of the holders of any related Serviced Pari Passu Loans
and Serviced B Note (as a collective whole, taking into consideration that the
Serviced B Note is subordinate to the related Mortgage Loan and Serviced Pari
Passu Loan) (as determined by the Servicer or the Special Servicer, as the case
may be, in its good faith and reasonable judgment) in accordance with applicable
law, the terms of this Agreement, the terms of the respective Mortgage Loans
and, in the case of each Serviced Whole Loan, the terms of the related Serviced
Pari Passu Loan or Serviced B Note and the related Co-Lender Agreement, and, to
the extent consistent with the foregoing, in accordance with the higher of the
following standards of care: (1) in the same manner in which, and with the same
care, skill, prudence and diligence with which the Servicer or Special Servicer,
as the case may be, services and administers similar mortgage loans for other
third-party portfolios, giving due consideration to the customary and usual
standards of practice of prudent institutional, multifamily and commercial
mortgage lenders servicing their own mortgage loans and (2) the same care,
skill, prudence and diligence with which the Servicer or the Special Servicer,
as the case may be, services and administers similar mortgage loans owned by the
Servicer or the Special Servicer, as the case may be, with a view to the
maximization of timely recovery of principal and interest on a net present value
basis on the Mortgage Loans (and, in the case of any Serviced Whole Loan, any
Serviced Pari Passu Loans and Serviced B Notes, as a collective whole, taking
into consideration that the Serviced B Note is subordinate to the related
Mortgage Loan and Serviced Pari Passu Loan) or Specially Serviced Mortgage
Loans, as applicable, and the best interests of the Trust and the
Certificateholders and, in the case of each Serviced Whole Loan, on behalf of
the holders of any related Serviced Pari Passu Loans and Serviced B Notes (as a
collective whole, taking into consideration that the Serviced B Note is
subordinate to the related Mortgage Loan and any Serviced Pari Passu Loan), as
determined by the Servicer or the Special Servicer, as the case may be, in its
reasonable judgment, but without regard to: (i) any relationship that the
Servicer, the Special Servicer or any Affiliate of the Servicer or the Special
Servicer may have with any Mortgagor, any Mortgage Loan Seller, any holder of
Additional Debt, or any other parties to this Agreement; (ii) the ownership of
any Certificate or any Serviced Pari Passu Loan Security by the Servicer, the
Special Servicer or any Affiliate of the Servicer or Special Servicer, as
applicable; (iii) the Servicer's obligation to make Advances; (iv) the
Servicer's or Special Servicer's, as the case may be, right to receive
compensation for its services and reimbursement for its costs hereunder or with
respect to any particular transaction; (v) the ownership, servicing or
management for others of any other mortgage loans or mortgaged properties by the
Servicer or Special Servicer or any affiliate of the Servicer or Special
Servicer, as applicable; and (vi) any debt (including, without limitation, any
mezzanine financing) that the Servicer or Special Servicer or any affiliate of
the Servicer or Special Servicer, as applicable has extended to any Mortgagor
(the foregoing, collectively referred to as the "Servicing Standard"). Without
limiting the foregoing, subject to Section 3.21, the Special Servicer shall be
obligated to service and administer (i) any Mortgage Loans (other than the
Non-Serviced Mortgage Loans) as to which a Servicing Transfer Event has occurred
and is continuing and the Serviced Pari Passu Loan or Serviced B Note as to
which a Servicing Transfer Event with respect to the related Mortgage Loan has
occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii)
any REO Properties; provided, that the Servicer shall continue to receive
payments, make all calculations, maintain all accounts (other than the Interest
Reserve Account and the REO Account) and prepare, or cause to be prepared, all
reports to the Trustee required hereunder with respect to the Specially Serviced
Mortgage Loans, except for the reports specified herein as prepared by the
Special Servicer, as if no Servicing Transfer Event had occurred and with
respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein; provided, further, however, that the Servicer shall not be
liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the
Servicer to comply with such duties or failure by the Special Servicer to
otherwise comply with its obligations hereunder. Each Mortgage Loan or Serviced
Whole Loan that becomes a Specially Serviced Mortgage Loan shall continue as
such until satisfaction of the conditions specified in Section 3.21(a). Without
limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated
to service and administer all Mortgage Loans (other than the Non-Serviced
Mortgage Loans) or Serviced Pari Passu Loans or Serviced B Notes which are not
Specially Serviced Mortgage Loans; provided, that the Special Servicer shall
make the inspections, use its reasonable efforts to collect the statements and
shall prepare the reports in respect of the related Mortgaged Properties with
respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.

            The parties hereto acknowledge that each Non-Serviced Mortgage Loan
and any related Mortgaged Property are being serviced and administered by the
related Non-Serviced Mortgage Loan Servicer under the related Non-Serviced
Mortgage Loan Pooling Agreement. The Servicer, the Special Servicer or the
Trustee shall have no obligation or authority to supervise such Non-Serviced
Mortgage Loan Servicer or the Non-Serviced Mortgage Loan Trustee or (other than
with respect to back-up advances made by the Trustee, if any) to make Servicing
Advances with respect to such Non-Serviced Mortgage Loan. The obligation of the
Servicer to provide information and collections to the Trustee and the
Certificateholders with respect to each Non-Serviced Mortgage Loan shall be
dependent on its receipt of the corresponding information and collections from
the Non-Serviced Mortgage Loan Servicer.

            (b) Subject only to the Servicing Standard, the terms of this
Agreement, the terms of the respective Mortgage Loans (other than the
Non-Serviced Mortgage Loans) and Serviced Pari Passu Loans and Serviced B Notes,
applicable law and, in the case of each Serviced Whole Loan, the related
Co-Lender Agreement, the Servicer and the Special Servicer each shall have full
power and authority, acting alone or through Sub-Servicers, to do or cause to be
done any and all things in connection with such servicing and administration for
which it is responsible which it may deem necessary or desirable. Without
limiting the generality of the foregoing, each of the Servicer and the Special
Servicer, in its own name, is hereby authorized and empowered by the Trustee and
obligated to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them, with respect to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan it is obligated to service
under this Agreement: (i) any and all financing statements, continuation
statements, financing statements in lieu of continuation statements and other
documents or instruments necessary to maintain the lien created by the related
Mortgage or other security document in the related Mortgage File on the related
Mortgaged Property and related collateral; (ii) subject to Section 3.20, any and
all modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; (iii) any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments; and (iv) any and all instruments that may be
required to be executed on behalf of the Trustee in connection with the
defeasance of such a Mortgage Loan as contemplated in this Agreement. Subject to
Section 3.10, the Trustee shall, upon the receipt of a written request of a
Servicing Officer, execute and deliver to the Servicer and the Special Servicer
any powers of attorney and other documents prepared by the Servicer and the
Special Servicer and necessary or appropriate to enable the Servicer and the
Special Servicer to carry out their servicing and administrative duties
hereunder. Notwithstanding anything herein to the contrary, neither the Servicer
nor the Special Servicer shall without the Trustee's written consent: (i)
initiate any action, suit or proceeding solely under the Trustee's name without
indicating the Servicer's or the Special Servicer's, as applicable,
representative capacity or (ii) take any action with the intent to cause, and
which actually does cause, the Trustee to be registered to do business in any
state. Each of the Servicer and the Special Servicer shall indemnify the Trustee
for any and all reasonable out-of-pocket costs, liabilities and expenses
incurred by the Trustee in connection with the negligent or willful misuse of
such powers of attorney by the Servicer or the Special Servicer, as applicable.

            (c) To the extent the Servicer is permitted pursuant to the terms of
the related Mortgage Loan documents (or by applicable law, if such documents are
silent) to exercise its discretion with respect to any action which requires a
confirmation of the Rating Agencies that such action will not result in the
downgrade, withdrawal or qualification of the ratings of any Class of
Certificates or any class of Serviced Pari Passu Loan Securities, the Servicer
shall require the costs of such written confirmation to be borne by the related
Mortgagor. To the extent the terms of the related Mortgage Loan documents
require the Mortgagor to bear the costs of any confirmation of the Rating
Agencies that an action will not result in the downgrade, withdrawal or
qualification of the ratings of any Class of Certificates or any class of
Serviced Pari Passu Loan Securities, the Servicer shall not waive the
requirement that such costs and expenses be borne by the related Mortgagor.

            (d) The relationship of each of the Servicer and the Special
Servicer to the Trustee and each holder of a Serviced Pari Passu Loan or
Serviced B Note under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.

            (e) The Servicer shall, to the extent not prohibited by the related
Mortgage Loan documents and consistent with the Servicing Standard, permit
Escrow Payments to be invested only in Permitted Investments.

            Section 3.02 Collection of Mortgage Loan Payments.

            (a) Each of the Servicer (with respect to the Mortgage Loans other
than the Specially Serviced Mortgage Loans), and the Special Servicer (with
respect to Specially Serviced Mortgage Loans), shall make reasonable efforts to
collect all payments called for under the terms and provisions of the Mortgage
Loans (other than Non-Serviced Mortgage Loans) or Serviced Whole Loans it is
obligated to service hereunder, and shall follow such collection procedures as
are consistent with this Agreement (including, without limitation, the Servicing
Standard). Consistent with the foregoing, the Servicer, or the Special Servicer
each may in its discretion waive any Late Payment Charges or Default Interest in
connection with any delinquent payment on a Mortgage Loan it is obligated to
service hereunder; provided, however, that solely with respect to (i) any Excess
Interest payable on the Mortgage Loans and allocable to the Class S
Certificates, so long as the related Mortgagor is in compliance with each
provision of the related Mortgage Loan documents, the Servicer and Special
Servicer (including the Special Servicer in its capacity as a Certificateholder,
if applicable), shall not take any enforcement action with respect to the
failure of the related Mortgagor to make any payment of Excess Interest, other
than requests for collection, until the maturity date of the related Mortgage
Loan or Serviced Whole Loan or the outstanding principal balance of such
Mortgage Loan or Serviced Whole Loan has been paid in full; provided, further,
that the Servicer or Special Servicer, as the case may be, may take action to
enforce the Trust Fund's right to apply excess cash flow to principal in
accordance with the terms of the loan documents.

            (b) All amounts collected on any Mortgage Loan or Serviced Whole
Loan in the form of payments from Mortgagors, Insurance Proceeds and
Condemnation Proceeds or Liquidation Proceeds with respect to any Mortgage Loan
or Serviced Whole Loan shall be applied to amounts due and owing under the
related Mortgage Note and Mortgage (including, without limitation, for principal
and accrued and unpaid interest) in accordance with the express provisions of
the related Mortgage Note and Mortgage and, in the absence of such express
provisions, shall be applied (after reimbursement to the Servicer, the Special
Servicer and/or the Trustee, for any related Advances and interest thereon as
provided herein): first, as a recovery (allocable as principal) of a
Workout-Delayed Reimbursement Amount or Nonrecoverable Advances, in each case,
that were paid from collections on the Mortgage Loans and resulted in principal
distributed to the Certificateholders being reduced as a result of the first
proviso in the definition of "Principal Distribution Amount," "Loan Group 1
Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount";
second, as a recovery of accrued and unpaid interest on such Mortgage Loan or
Serviced Whole Loan at the related Mortgage Rate in effect from time to time to
but not including the Due Date in the Due Period of receipt; third, as a
recovery of principal of such Mortgage Loan or Serviced Whole Loan then due and
owing; fourth, in accordance with the Servicing Standard, as a recovery of any
other amounts due and owing on such Mortgage Loan or Serviced Whole Loan,
including, without limitation, Penalty Charges, Yield Maintenance Charges and
Excess Interest and fifth, as a recovery of principal of such Mortgage Loan or
Serviced Whole Loan to the extent of its entire unpaid principal balance.
Notwithstanding the preceding sentence, such provisions shall not be deemed to
affect the priority of distribution of payments. To the extent that such amounts
are paid by a party other than a Mortgagor, such amounts shall be deemed to have
been paid in respect of a purchase of all or part of the Mortgaged Property (in
the case of Insurance Proceeds and Condemnation Proceeds or Liquidation
Proceeds) and then paid by the Mortgagor under the Mortgage Loan in accordance
with the second preceding sentence. Amounts collected on any REO Loan shall be
deemed to be applied in accordance with the definition thereof.

            (c) To the extent consistent with the terms of the Mortgage Loans or
Serviced Pari Passu Loans or Serviced B Notes and applicable law, the Servicer
shall apply all Insurance Proceeds and Condemnation Proceeds it receives on a
day other than the Due Date to amounts due and owing under such Mortgage Loan or
Serviced Whole Loan as if such Insurance Proceeds and Condemnation Proceeds were
received on the Due Date immediately succeeding the month in which such
Insurance Proceeds and Condemnation Proceeds were received.

            (d) All amounts received by the Trust with respect to a Serviced
Whole Loan shall be applied to amounts due and owing under such Serviced Whole
Loan (including for principal and accrued and unpaid interest) in accordance
with the express provisions of the related Mortgage Notes, the related Mortgage,
the related loan agreement, if any, and the related Co-Lender Agreement.

            (e) In the event that the Servicer or Special Servicer receives
Excess Interest in any Due Period, or receives notice from the related Mortgagor
that the Servicer or Special Servicer will be receiving Excess Interest in any
Due Period, the Servicer or Special Servicer, as applicable, will promptly
notify the Trustee and the Directing Certificateholder. Subject to the
provisions of Section 3.02(a) hereof, neither the Servicer nor the Special
Servicer shall be responsible for any such Excess Interest not collected after
notice from the related Mortgagor.

            (f) Promptly following the Closing Date, the Trustee shall send
written notice (in the form attached hereto as Exhibit W) to each Non-Serviced
Mortgage Loan Trustee and Non-Serviced Mortgage Loan Servicer stating that, as
of the Closing Date, the Trustee is the holder of such Non-Serviced Mortgage
Loan and directing such Non-Serviced Mortgage Loan Servicer to remit to the
Servicer all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to the Servicer all reports, statements,
documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the Non-Serviced
Mortgage Loan under the related Co-Lender Agreement and the related Non-Serviced
Mortgage Loan Pooling Agreement. The Servicer shall, on the day of receipt
thereof, deposit into the Certificate Account all amounts received with respect
to such Non-Serviced Mortgage Loan and the related Mortgaged Property.

            (g) With respect to any Holdback Mortgage Loan as to which the
related Mortgage Loan documents allow the lender, upon the failure of the
related Mortgagor to satisfy specified performance conditions, to hold such
escrowed funds or letter of credit as additional collateral rather than applying
such funds or letter of credit to reduce the Stated Principal Balance of such
Mortgage Loan, or releasing such funds to the related Mortgagor, the Servicer
shall hold such escrowed funds or letter of credit as additional collateral,
unless holding such funds would be inconsistent with the Servicing Standard.

            In addition, if the Servicer determines that such performance
conditions have or have not been satisfied, (i) the Servicer shall notify the
Special Servicer of such determination and shall forward to the Special Servicer
its analysis and recommendation and any information reasonably requested by the
Special Servicer, and (ii) the Special Servicer shall be entitled to review such
determination and reach a contrary and binding conclusion and direct the
Servicer to take any necessary actions, upon which the Servicer may conclusively
rely; provided, however, that if the Special Servicer fails to respond to the
Servicer within five Business Days of its receipt of such notice and information
from the Servicer, then the Servicer's determination shall be deemed approved.

            Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.

            (a) With respect to each Mortgage Loan (other than the Non-Serviced
Mortgage Loans) or Serviced Whole Loan, the Servicer shall establish and
maintain one or more accounts (the "Servicing Accounts"), into which all Escrow
Payments shall be deposited and retained, and shall administer such Servicing
Accounts in accordance with the loan documents. Amounts on deposit in Servicing
Accounts may only be invested in accordance with the terms of the related loan
documents or in Permitted Investments. Servicing Accounts shall at all times be
Eligible Accounts; provided, however, that in the event that the ratings of the
financial institution holding such account are downgraded, such that the
Servicing Account is no longer an Eligible Account, the Servicer shall promptly
transfer such account to an Eligible Account. Withdrawals of amounts so
deposited from a Servicing Account may be made only to: (i) effect payment of
items for which Escrow Payments were collected and comparable items; (ii)
reimburse the Servicer, the Special Servicer or the Trustee, as applicable, for
any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined
to be overages; (iv) pay interest to Mortgagors on balances in the Servicing
Account, if required by applicable law or the terms of the related Mortgage Loan
or Serviced Whole Loan and as described below or, if not so required, to the
Servicer; (v) withdraw amounts deposited in error or (vi) clear and terminate
the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Servicer shall pay or cause
to be paid to the Mortgagors interest on funds in Servicing Accounts, to the
extent required by law or the terms of the related Mortgage Loan or Serviced
Whole Loan; provided, however, that in no event shall the Servicer be required
to pay any amounts to the Mortgagors in excess of Net Investment Earnings, if
any, attributed to the related Mortgage Loan or Serviced Whole Loan and the
related Servicing Account.

            (b) The Special Servicer, in the case of REO Loans, and the
Servicer, in the case of all other Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and Serviced Whole Loans, shall maintain accurate records with
respect to each related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien thereon
and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan
succeeding the Non-Serviced Mortgage Loan), and the Servicer, in the case of all
other Mortgage Loans (other than any Non-Serviced Mortgage Loan), Serviced Pari
Passu Loans and Serviced B Notes, shall use reasonable efforts consistent with
the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and shall effect payment thereof from
the Servicing Account and then from the REO Account (in the case of REO Loans)
or by the Servicer as Servicing Advances prior to the applicable penalty or
termination date and, in any event, prior to the institution of foreclosure or
similar proceedings with respect to the related Mortgaged Property for
nonpayment of such items, employing for such purpose Escrow Payments (which
shall be so applied by the Servicer at the written direction of the Special
Servicer in the case of REO Loans) as allowed under the terms of the related
Mortgage Loan. The Servicer shall service and administer any reserve accounts
(including monitoring, maintaining or changing the amounts of required escrows)
in accordance with the terms of such Mortgage Loan or Serviced Whole Loan and
the Servicing Standard. To the extent that a Mortgage Loan or Serviced Whole
Loan does not require a Mortgagor to escrow for the payment of real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar
items, the Special Servicer, in the case of Specially Serviced Mortgage Loans
with respect to which the Servicer has notified the Special Servicer of
non-payment, and the Servicer, in the case of all other Mortgage Loans (other
than any Non-Serviced Mortgage Loan), Serviced Pari Passu Loans and Serviced B
Notes, shall use reasonable efforts consistent with the Servicing Standard to
enforce the requirement of the related Mortgage that the Mortgagor make payments
in respect of such items at the time they first become due and, in any event,
prior to the institution of foreclosure or similar proceedings with respect to
the related Mortgaged Property for nonpayment of such items.

            (c) In accordance with the Servicing Standard and for all Mortgage
Loans (other than any Non-Serviced Mortgage Loan), Serviced Pari Passu Loans and
Serviced B Notes, the Servicer shall advance with respect to each related
Mortgaged Property (including any related REO Property) all such funds as are
necessary for the purpose of effecting the payment of (i) real estate taxes,
assessments and other similar items that are or may become a lien thereon, (ii)
ground rents (if applicable) and (iii) premiums on Insurance Policies, in each
instance if and to the extent Escrow Payments collected from the related
Mortgagor (or REO Revenues in the case of any REO Property) are insufficient to
pay such item when due and the related Mortgagor has failed to pay such item on
a timely basis, and provided, however, that the particular advance would not, if
made, constitute a Nonrecoverable Servicing Advance. If such an advance would
constitute a Nonrecoverable Advance, and the payment of such amount is (i)
necessary to preserve the related Mortgaged Property and (ii) would be in the
best interest of the Certificateholders and, in the case of the Serviced Whole
Loans, the holders of any related Serviced Pari Passu Loans and Serviced B Notes
(taking into account that the Serviced B Note is subordinate to the related
Mortgage Loan and Serviced Pari Passu Loan), then the Servicer shall make such
payment from amounts in the Certificate Account (or if a Serviced Whole Loan is
involved, first from amounts in the related Serviced Whole Loan Custodial
Account and then from amounts in the Certificate Account). With respect to the
payment of taxes and assessments, the Servicer, the Special Servicer or the
Trustee, as applicable, shall not be required to make such advance until the
earlier of (i) with respect to the Servicer, five Business Days after the
Servicer has received confirmation that such item has not been paid and with
respect to the Trustee, five Business Days after receipt of confirmation that
the Servicer has failed, upon the expiration of any applicable grace period, to
make such Advance or (ii) only with respect to those Mortgage Loans or Serviced
Whole Loans for which the Servicer maintains a Servicing Account pursuant to
Section 3.03(a) hereof for the purpose of receiving Escrow Payments in
connection with taxes and assessments and other items that are subject to
Servicing Advances, the Business Day prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments (if the
Servicer or Trustee has actual knowledge thereof). The Special Servicer shall
give the Servicer and the Trustee no less than five Business Days' written
(facsimile) notice before the date on which the Servicer is requested to make
any Servicing Advance with respect to a given Specially Serviced Mortgage Loan
or REO Property; provided, however, that only three Business Days' notice shall
be required in respect of Servicing Advances required to be made on an urgent or
emergency basis (which may include, without limitation, Servicing Advances
required to make tax or insurance payments). The Special Servicer may, with
respect to any Servicing Advance required to be made on an emergency or urgent
basis (which may include, without limitation, Servicing Advances required to
make tax or insurance payments) make such advance unless such advance would
constitute a Nonrecoverable Advance. In addition, the Special Servicer shall
provide the Servicer and the Trustee with such information in its possession as
the Servicer or the Trustee, as applicable, may reasonably request to enable the
Servicer or the Trustee, as applicable, to determine whether a requested
Servicing Advance would constitute a Nonrecoverable Advance. All such Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors and further as provided in Section 3.05. No costs incurred by the
Servicer or the Special Servicer in effecting the payment of real estate taxes,
assessments and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders and, in the case of the
Serviced Whole Loans, the holders of any related Serviced Pari Passu Loans and
Serviced B Notes, be added to the unpaid principal balances of the related
Mortgage Loans, Serviced Pari Passu Loans and Serviced B Notes notwithstanding
that the terms of such Mortgage Loans, Serviced Pari Passu Loans and Serviced B
Notes so permit. The Servicer shall not be required to make any Servicing
Advance that it determines would be a Nonrecoverable Advance.

            (d) The parties acknowledge that, pursuant to the related
Non-Serviced Mortgage Loan Pooling Agreement, the related Non-Serviced Mortgage
Loan Servicer is obligated to make servicing advances with respect to the
related Non-Serviced Whole Loan. The related Non-Serviced Mortgage Loan Servicer
shall be entitled to reimbursement out of general collections on the Mortgage
Loans and the REO Properties for the pro rata portion of any such Servicing
Advances (with, in each case, any accrued and unpaid interest thereon provided
for under the related Non-Serviced Mortgage Loan Pooling Agreement) determined
to be nonrecoverable in the manner set forth in the related Non-Serviced
Mortgage Loan Pooling Agreement, the related Co-Lender Agreement and Section
3.05(a) of this Agreement.

            With respect to a Serviced Whole Loan and following the
securitization of any related Serviced Pari Passu Loan, the Servicer shall seek
payment or reimbursement for the pro rata portion of the Servicing Advances in
respect of such Serviced Whole Loan (with any accrued and unpaid interest
thereon provided for under this Agreement) determined to be Nonrecoverable
Servicing Advances hereunder, that is allocable to such Serviced Pari Passu
Loan, out of general collections in the certificate account related to such
securitization in accordance with Section 3.05(f) hereof. To the extent that the
Servicer or Special Servicer fails to make a Servicing Advance that it is
required to make under this Agreement and the Trustee has notice of this
failure, the Trustee will make the required Servicing Advance in accordance with
the terms of this Agreement.

            (e) No more frequently than once per calendar month, the Special
Servicer may require the Servicer, and the Servicer shall be obligated, out of
the Servicer's own funds, to reimburse the Special Servicer for any Servicing
Advances (other than Nonrecoverable Servicing Advances) made by but not
previously reimbursed to the Special Servicer, together with interest thereon at
the Reimbursement Rate from the date made to, but not including, the date of
reimbursement. Any request by the Special Servicer that the Servicer advance a
Servicing Advance shall be deemed to be a determination by the Special Servicer
that such requested Servicing Advance is not a Nonrecoverable Advance and the
Servicer and the Trustee shall be entitled to rely on such determination,
provided that such determination shall not be binding upon the Servicer or the
Trustee. Such reimbursement and any accompanying payment of interest shall be
made within 10 days of the request therefor by wire transfer of immediately
available funds to an account designated by the Special Servicer. Upon the
Servicer's reimbursement to the Special Servicer of any Servicing Advance and
payment to the Special Servicer of interest thereon, all in accordance with this
Section 3.03(e), the Servicer shall for all purposes of this Agreement be deemed
to have made such Servicing Advance at the same time as the Special Servicer
actually made such Servicing Advance, and accordingly, the Servicer shall be
entitled to reimbursement for such Servicing Advance, together with interest
thereon in accordance with Section 3.03(f) below at the same time, in the same
manner and to the same extent as the Servicer would otherwise have been entitled
if it had actually made such Servicing Advance at the time the Special Servicer
did.

            Notwithstanding the foregoing provisions of this Section 3.03(e),
the Servicer shall not be required to reimburse the Special Servicer for, or to
make at the direction of the Special Servicer, any Servicing Advance if the
Servicer determines in its reasonable, good faith judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is a Nonrecoverable Servicing Advance. The Servicer shall
notify the Special Servicer in writing of such determination and, if applicable,
such Nonrecoverable Servicing Advance shall be reimbursed to the Special
Servicer out of the Certificate Account (or, if a Serviced Whole Loan is
reimbursed, first out of related Serviced Whole Loan Custodial Account and then
out of the Certificate Account) pursuant to Section 3.03(f) below. The Special
Servicer shall provide the Servicer with any information the Servicer reasonably
requests to determine whether any Servicing Advance would be a Nonrecoverable
Advance. In addition, any determination made by the Special Servicer, at its
option, that an Advance is a Nonrecoverable Advance shall be conclusive and
binding on the Servicer and the Trustee, provided that the Servicer or the
Trustee, as applicable, has been given written notice of such determination.

            (f) In connection with its recovery of any Servicing Advance out of
the Certificate Account pursuant to Section 3.05(a) or the Serviced Whole Loan
Custodial Account pursuant to Section 3.05(e), as applicable, each of the
Servicer, the Special Servicer or the Trustee, as the case may be, shall be
entitled to receive, first out of any Penalty Charges (as described in Section
3.11), and then out of any amounts then on deposit in the Certificate Account or
the Serviced Whole Loan Custodial Account, as applicable, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to, but not including, the date of
reimbursement. The Servicer shall reimburse itself, the Special Servicer or the
Trustee, as the case may be, for any outstanding Servicing Advance as soon as
practically possible after funds available for such purpose are deposited in the
Certificate Account in accordance with Section 3.05(a)(iv) or if a Serviced
Whole Loan is involved, in the related Serviced Whole Loan Custodial Account in
accordance with Section 3.05(e)(iv).

            (g) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Serviced Whole Loan, the Servicer shall request
from the Mortgagor written confirmation thereof within a reasonable time after
the later of 90 days following the Closing Date and the date as of which such
plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan (other than the
Non-Serviced Mortgage Loan) or Serviced Whole Loan, the Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within
a reasonable time after the later of 90 days following the Closing Date and the
date as of which such action or remediations are required to be or to have been
taken or completed. To the extent a Mortgagor shall fail to promptly respond to
any inquiry described in this Section 3.03(g), the Servicer shall, in accordance
with the Servicing Standard, determine whether the related Mortgagor has failed
to perform its obligations under the Mortgage Loan or Serviced Whole Loan and
report any such failure to the Special Servicer within a reasonable time after
the later of March 31, 2006 and the date as of which such actions or
remediations are required to be or to have been taken or completed.

            Section 3.04 The Certificate Account; the Lower-Tier Distribution
Account; the Upper-Tier Distribution Account; the Excess Liquidation Proceeds
Reserve Account; the Interest Reserve Account; the Excess Interest Distribution
Account and the Serviced Whole Loan Custodial Accounts.

            (a) The Servicer shall establish and maintain, or cause to be
established and maintained, one or more Certificate Accounts in which the
Servicer shall deposit or cause to be deposited on a daily basis (and in no
event later than the Business Day following receipt of available funds), except
as otherwise specifically provided herein, the following payments and
collections received or made by or on behalf of it subsequent to the Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans due
and payable on or before the Cut-off Date, which payments shall be delivered
promptly to the appropriate Mortgage Loan Seller or its designee and other than
any amounts received from Mortgagors which are received in connection with the
purchase of defeasance collateral), or payments (other than Principal
Prepayments) received by it (and, with respect to a Non-Serviced Mortgage Loan,
to the extent received pursuant to the related Co-Lender Agreement) on or prior
to the Cut-off Date but allocable to a period subsequent thereto:

                  (i) all payments on account of principal, including Principal
            Prepayments, on the Mortgage Loans;

                  (ii) all payments on account of interest on the Mortgage Loans
            (net of the Servicing Fees and any Non-Serviced Mortgage Loan
            Primary Servicing Fees), including Excess Interest, Yield
            Maintenance Charges and Penalty Charges (subject to Section 3.11
            herein);

                  (iii) all Insurance Proceeds and Condemnation Proceeds and
            Liquidation Proceeds received in respect of any Mortgage Loan or REO
            Property, together with any amounts representing recoveries of
            Workout-Delayed Reimbursement Amounts or Nonrecoverable Advances in
            respect of the related Mortgage Loans;

                  (iv) any amounts required to be transferred from the
            applicable REO Account pursuant to Section 3.16(c);

                  (v) any amounts required to be deposited by the Servicer
            pursuant to Section 3.06 in connection with losses incurred with
            respect to Permitted Investments of funds held in the Certificate
            Account; and

                  (vi) any amounts required to be deposited by the Servicer or
            the Special Servicer pursuant to Section 3.07(b) in connection with
            losses resulting from a deductible clause in a blanket hazard or
            master single interest policy;

provided that any amounts described above (other than clause (v) above) that
relate to a Serviced Whole Loan or any REO Property related to a Serviced Whole
Loan (other than Liquidation Proceeds derived from the sale of the related
Mortgage Loan (x) to the holder of any related Serviced B Note pursuant to the
related Co-Lender Agreement, (y) as a Defaulted Mortgage Loan pursuant to
Section 3.18 or (z) pursuant to Section 9.01) shall be deposited in the related
Serviced Whole Loan Custodial Account, and, in any such case, shall thereafter
be transferred to the Certificate Account as provided in Section 3.05(e).

            The foregoing requirements for deposit in the Certificate Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing and subject to Section 3.11, actual payments from
Mortgagors in the nature of Escrow Payments, charges for beneficiary statements
or demands, assumption fees, modification application fees, defeasance fees,
modification fees, consent fees, waiver fees, earnout fees, extension fees and
similar fees, penalty charges (net of any amount required to offset interest on
Advances and Trust Fund expenses) or amounts collected for Mortgagor checks
returned for insufficient funds need not be deposited by the Servicer in the
Certificate Account. If the Servicer shall deposit in the Certificate Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Assumption, extension, consent, waiver and modification fees
actually received from Mortgagors on Specially Serviced Mortgage Loans shall be
promptly delivered to the Special Servicer as additional servicing compensation,
but only to the extent the payment of such fees are in accordance with the
second paragraph of Section 3.11(b) and any other terms hereof.

            Upon receipt of any of the foregoing amounts in clauses (i)-(iii)
above with respect to any Specially Serviced Mortgage Loans which are not REO
Loans, the Special Servicer shall remit within one Business Day such amounts to
the Servicer for deposit into the Certificate Account in accordance with the
second preceding paragraph. Any such amounts received by the Special Servicer
with respect to an REO Property (other than an REO Property related to a
Non-Serviced Whole Loan) shall be deposited by the Special Servicer into the
applicable REO Account and remitted to the Servicer for deposit into the
Certificate Account pursuant to Section 3.16(c). With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse without recourse or warranty such check to the order of the
Servicer and shall promptly deliver any such check to the Servicer by overnight
courier.

            Funds in the Certificate Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. The Servicer
shall give notice to the Trustee, the Special Servicer and the Depositor of the
location of the Certificate Account as of the Closing Date and of the new
location of the Certificate Account prior to any change thereof.

            (b) The Trustee for the benefit of the Certificateholders shall
establish and maintain the Distribution Account (which shall be deemed to
consist of the Lower-Tier Distribution Account and the Upper-Tier Distribution
Account), the Excess Interest Distribution Account, the Excess Liquidation
Proceeds Reserve Account and the Interest Reserve Account in trust for the
benefit of the Certificateholders. The Trustee is hereby authorized to make
deposits in and withdrawals from the Distribution Account, the Excess
Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account
and the Interest Reserve Account in accordance with the terms of this Agreement.
The Servicer shall withdraw from each Serviced Whole Loan Custodial Account each
month on the related P&I Advance Date any amounts in such Serviced Whole Loan
Custodial Account that are allocable to the related Mortgage Loan pursuant to
the related Co-Lender Agreement and deposit such amounts in the Certificate
Account. The Servicer shall deliver to the Trustee each month by 1:00 pm New
York time on the related P&I Advance Date, for deposit in the Lower-Tier
Distribution Account, that portion of the Available Distribution Amount
(calculated without regard to clause (a)(viii), (c), (d) and (e) of the
definition thereof) for the related Distribution Date then on deposit in the
Certificate Account.

            The Servicer shall withdraw from each Serviced Whole Loan Custodial
Account and remit to the holders of such Serviced Pari Passu Loans and Serviced
B Notes (or their designees, if any): (i) the scheduled payments of interest and
principal that are allocable to any related Serviced Pari Passu Loan or Serviced
B Note pursuant to the terms of the related Co-Lender Agreement, on or prior to
the Business Day prior to the Distribution Date and (ii) Late Collections that
are allocable to any related Serviced Pari Passu Loan or Serviced B Note
pursuant to the terms of the related Co-Lender Agreement, on the Business Day
succeeding receipt thereof.

            The Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest
Distribution Account and the Interest Reserve Account shall be maintained as
segregated accounts separate from other accounts or as sub-accounts of a single
Distribution Account. Funds on deposit in the Lower-Tier Distribution Account,
the Upper-Tier Distribution Account and the Excess Liquidation Proceeds Reserve
Account may be invested pursuant to the provisions herein. The Interest Reserve
Account and Excess Interest Distribution Account shall remain uninvested.

            In addition to the amounts required to be deposited in the
Lower-Tier Distribution Account pursuant to the third preceding paragraph, the
Servicer shall, as and when required hereunder, deliver to the Trustee for
deposit in the Lower-Tier Distribution Account:

                  (i) any P&I Advances required to be made by the Servicer in
            accordance with Section 4.03;

                  (ii) any Liquidation Proceeds paid by the Servicer or the
            Special Servicer in connection with the purchase of all of the
            Mortgage Loans and any REO Properties in the Trust Fund pursuant to
            Section 9.01 (exclusive of that portion thereof required to be
            deposited in the Certificate Account pursuant to Section 9.01);

                  (iii) any Yield Maintenance Charges; and

                  (iv) any other amounts required to be so delivered for deposit
            in the Lower-Tier Distribution Account pursuant to any provision of
            this Agreement.

            If, as of 5:00 p.m., New York City time, on any P&I Advance Date or
on such other date as any amount referred to in the first paragraph of this
Section 3.04(b) and the foregoing clauses (i) through (iv) are required to be
delivered hereunder, the Servicer shall not have delivered to the Trustee for
deposit in the Lower-Tier Distribution Account, the Excess Interest Distribution
Account and the Excess Liquidation Proceeds Reserve Account the amounts required
to be deposited therein pursuant to the provisions of this Agreement, the
Servicer shall pay the Trustee interest on such late payment at the Prime Rate
from the time such payment was required to be made (without regard to any grace
period) until such late payment is received by the Trustee.

            The Trustee shall, upon receipt, deposit in the Lower-Tier
Distribution Account any and all amounts received by the Trustee that are
required by the terms of this Agreement to be deposited therein.

            Promptly on each Distribution Date, the Trustee shall be deemed to
withdraw from the Lower-Tier Distribution Account for deposit in the Upper-Tier
Distribution Account an aggregate amount of immediately available funds equal to
the Lower-Tier Distribution Amount and the amount of any Yield Maintenance
Charges for such Distribution Date allocated in payment of the Uncertificated
Lower-Tier Interests as specified in Sections 4.01(b) and 4.01(d), respectively.

            Funds on deposit in the Excess Liquidation Proceeds Reserve Account
may only be invested in Permitted Investments in accordance with the provisions
of Section 3.06. As of the Closing Date, the Certificate Account and the
Serviced Whole Loan Custodial Accounts shall be located at Deutsche Bank, New
York, New York. As of the Closing Date, the Excess Liquidation Proceeds Reserve
Account, the Interest Reserve Account, the Excess Interest Distribution Account
and the Distribution Account shall be located at the offices of the Trustee. The
Trustee shall give notice to the Servicer and the Depositor of the location of
the Distribution Account and of the new location of the Distribution Account
prior to any change thereof.

            (c) On or before the P&I Advance Date related to the applicable
Distribution Date, the Servicer or Special Servicer, as applicable, shall remit
to the Trustee for deposit into the Excess Liquidation Proceeds Reserve Account,
an amount equal to the Excess Liquidation Proceeds received on or prior to the
related Determination Date and any REO Revenues, Insurance Proceeds and
Condemnation Proceeds collected on or prior to the related Determination Date
with respect to any Mortgage Loan (in the case of the Non-Serviced Mortgage
Loans, to the extent received pursuant to the related Co-Lender Agreement and
the related Non-Serviced Mortgage Loan Pooling Agreement and allocable to the
holder of the related Non-Serviced Mortgage Loan pursuant to the related
Co-Lender Agreement) which exceed the principal, interest and all other amounts
due under such Mortgage Loan, including reimbursement of all Advances and all
Trust Fund expenses related to such Mortgage Loan.

            (d) Prior to any Due Period during which Excess Interest is
received, and upon notification from the Servicer or Special Servicer pursuant
to Section 3.02(e), the Trustee, on behalf of the Certificateholders shall
establish and maintain the Excess Interest Distribution Account in the name of
the Trustee in trust for the benefit of the Class S Certificateholders. The
Excess Interest Distribution Account shall be established and maintained as an
Eligible Account or as a subaccount of the Distribution Account. Prior to the
applicable Distribution Date, the Servicer shall remit to the Trustee for
deposit in the Excess Interest Distribution Account an amount equal to the
Excess Interest received on or prior to the Determination Date.

            (e) Following the distribution of Excess Interest to the Class S
Certificateholders on the first Distribution Date after which there are no
longer any Mortgage Loans outstanding which pursuant to their terms could pay
Excess Interest, the Trustee shall terminate the Excess Interest Distribution
Account.

            (f) The Servicer shall establish and maintain, or cause to be
established and maintained, one or more Serviced Whole Loan Custodial Accounts,
which may be a sub-account of the Certificate Account, in which the Servicer
shall deposit or cause to be deposited within one Business Day following receipt
of available funds, except as otherwise specifically provided herein, the
following payments and collections received or made by or on behalf of it on
each Serviced Whole Loan subsequent to the Cut-off Date (other than in respect
of principal and interest on such Serviced Whole Loan due and payable on or
before the Cut-off Date, which payments shall be held as provided in the related
Co-Lender Agreement and other than any amounts received from the related
Mortgagor which are received in connection with the purchase of defeasance
collateral), or payments (other than Principal Prepayments) received by it on or
prior to the Cut-off Date but allocable to a period subsequent thereto:

                  (i) all payments on account of principal, including Principal
            Prepayments, on such Serviced Whole Loan;

                  (ii) all payments on account of interest on such Serviced
            Whole Loan (net of the related Servicing Fees), including Yield
            Maintenance Charges and Penalty Charges (subject to Section 3.11
            herein);

                  (iii) all Insurance Proceeds and Condemnation Proceeds and
            Liquidation Proceeds received in respect of such Serviced Whole Loan
            or related REO Property (other than Liquidation Proceeds derived
            from the sale of the related Mortgage Loan (x) to the holder of any
            related Serviced B Note pursuant to the related Co-Lender Agreement,
            (y) as a Defaulted Mortgage Loan pursuant to Section 3.18 or (z)
            pursuant Section 9.01);

                  (iv) any amounts required to be transferred from the related
            REO Account pursuant to Section 3.16(c);

                  (v) any amounts required to be deposited by the Servicer
            pursuant to Section 3.06 in connection with losses incurred with
            respect to Permitted Investments of funds held in such Serviced
            Whole Loan Custodial Account; and

                  (vi) any amounts required to be deposited by the Servicer or
            the Special Servicer pursuant to Section 3.07(b) in connection with
            losses with respect to such Whole Loan resulting from a deductible
            clause in a blanket hazard or master single interest policy.

            The foregoing requirements for deposit in the Serviced Whole Loan
Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, charges for beneficiary statements
or demands, assumption fees, modification application fees, charges for
defeasance fees, modification fees, consent fees, waiver fees, earnout fees,
extension fees and similar fees, penalty charges (net of any amount required to
offset interest on Advances and Trust Fund expenses) or amounts collected for
Mortgagor checks returned for insufficient funds need not be deposited by the
Servicer in the Serviced Whole Loan Custodial Account. If the Servicer shall
deposit in the Serviced Whole Loan Custodial Account any amount not required to
be deposited therein, it may at any time withdraw such amount from such Serviced
Whole Loan Custodial Account, any provision herein to the contrary
notwithstanding. Assumption, extension, consent, waiver and modification fees
actually received from Mortgagors on Specially Serviced Mortgage Loans shall be
promptly delivered to the Special Servicer as additional servicing compensation,
but only to the extent the payment of such fees are in accordance with the
second paragraph of Section 3.11(b) and any other terms hereof. The Serviced
Whole Loan Custodial Account shall be an Eligible Account and shall be
maintained as a segregated account, separate and apart from trust funds created
for mortgage-backed securities of other series and the other accounts of the
Servicer; provided, however, that the Serviced Whole Loan Custodial Account may
be a sub-account of the Certificate Account.

            Upon receipt of any of the foregoing amounts in clauses (i)-(iii)
above with respect to each Serviced Whole Loan, when it is a Specially Serviced
Mortgage Loan and not a REO Loan, the Special Servicer shall remit within one
Business Day such amounts to the Servicer for deposit into the applicable
Serviced Whole Loan Custodial Account in accordance with the second preceding
paragraph. Any such amounts received by the Special Servicer with respect to a
related REO Property shall initially be deposited by the Special Servicer into
the related REO Account and remitted to the Servicer for deposit into the
applicable Serviced Whole Loan Custodial Account pursuant to Section 3.16(c).
With respect to any such amounts paid by check to the order of the Special
Servicer, the Special Servicer shall endorse without recourse or warranty such
check to the order of the Servicer and shall promptly deliver any such check to
the Servicer by overnight courier.

            Funds in the Serviced Whole Loan Custodial Account may only be
invested in Permitted Investments in accordance with the provisions of Section
3.06. The Servicer shall give notice to the Trustee, the Special Servicer and
the Depositor of the location of the Serviced Whole Loan Custodial Account as of
the Closing Date and of the new location of the Serviced Whole Loan Custodial
Account prior to any change thereof.

            Section 3.05 Permitted Withdrawals from the Certificate Account; the
Distribution Account; and the Serviced Whole Loan Custodial Accounts.

            (a) The Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes (the order set forth below
shall not indicate any order of priority):

                  (i) to remit to the Trustee for deposit in the Lower-Tier
            Distribution Account, the Excess Liquidation Proceeds Reserve
            Account and the Excess Interest Distribution Account the amounts
            required to be remitted pursuant to Section 3.04(b), Section 3.04(c)
            and Section 3.04(d), as applicable, or, for deposit in the
            Lower-Tier Distribution Account, that may be applied to make P&I
            Advances pursuant to Section 4.03(a);

                  (ii) to pay (A) itself unpaid Servicing Fees in respect of
            each Mortgage Loan and REO Loan (exclusive of each Mortgage Loan
            (including, for the avoidance of doubt, each Specially Serviced
            Mortgage Loan) or REO Loan included in a Serviced Whole Loan), as
            applicable, the Servicer's rights to payment of Servicing Fees
            pursuant to this clause (ii)(A) with respect to any Mortgage Loan or
            REO Loan (exclusive of each Mortgage Loan or REO Loan included in a
            Serviced Whole Loan), as applicable, being limited to amounts
            received (and deposited in the Certificate Account) on or in respect
            of such Mortgage Loan (whether in the form of payments, Liquidation
            Proceeds, Insurance Proceeds or Condemnation Proceeds), or such REO
            Loan (whether in the form of REO Revenues, Liquidation Proceeds,
            Insurance Proceeds or Condemnation Proceeds), that are allocable as
            recovery of interest thereon, (B) each month to the Special Servicer
            any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
            in respect of each Specially Serviced Mortgage Loan, Corrected
            Mortgage Loan, or REO Loan (exclusive of any such fees payable with
            respect to any Serviced Pari Passu Loan or Serviced B Note or
            Serviced Pari Passu Loan or Serviced B Note included in an REO
            Loan), as applicable, remaining unpaid, first, out of related
            collections, REO Revenues, Liquidation Proceeds and Insurance and
            Condemnation Proceeds, if any, and then, out of general collections
            on the Mortgage Loans and REO Properties (but in the case of any
            Mortgage Loan included in a Serviced Whole Loan, only to the extent
            that amounts on deposit in the related Serviced Whole Loan Custodial
            Account are insufficient therefor) and (C) each month to any
            Non-Serviced Mortgage Loan Special Servicer the pro rata portion
            (based on such Mortgage Loan's Stated Principal Balance) of any
            unpaid special servicing fees, liquidation fees and workout fees in
            respect of the related Non-Serviced Whole Loan remaining unpaid, out
            of general collections on deposit in the Certificate Account in
            respect of the Mortgage Loans, Specially Serviced Mortgage Loans and
            REO Properties;

                  (iii) to reimburse itself or the Trustee, as applicable (in
            reverse of such order with respect to any Mortgage Loan), for
            unreimbursed P&I Advances (other than Nonrecoverable Advances which
            are reimbursable pursuant to clause (v) below, and exclusive of each
            Mortgage Loan or REO Loan included in a Serviced Whole Loan), the
            Servicer's or the Trustee's right to reimbursement pursuant to this
            clause (iii) being limited to amounts received and deposited into
            the Certificate Account which represent Late Collections for the
            applicable Mortgage Loan (exclusive of each Mortgage Loan or REO
            Loan included in a Serviced Whole Loan) during the applicable
            period; provided, however, that if such P&I Advance becomes a
            Workout-Delayed Reimbursement Amount, then such P&I Advance shall
            thereafter be reimbursed from the portion of general collections and
            recoveries on or in respect of all of the Mortgage Loans and REO
            Properties on deposit in the Certificate Account from time to time
            that represent collections or recoveries of principal to the extent
            provided in clause (v) below (to be allocated between the Loan
            Groups as set forth in the last paragraph of this Section 3.05(a));

                  (iv) to reimburse itself, the Special Servicer or the Trustee,
            as applicable (in reverse of such order) with respect to any
            Mortgage Loan or REO Property (which, in either case, is not a part
            of a Serviced Whole Loan), for unreimbursed Servicing Advances
            (other than the Nonrecoverable Advances, which are reimbursable
            pursuant to clause (v) below), the Servicer's, the Special
            Servicer's or the Trustee's respective rights to receive payment
            pursuant to this clause (iv) with respect to any Mortgage Loan or
            REO Property (exclusive of each Mortgage Loan or REO Loan included
            in a Serviced Whole Loan or any REO Property securing such Serviced
            Whole Loan) being limited to, as applicable, related payments,
            Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds
            and REO Revenues with respect to the related Mortgage Loan or REO
            Property; provided, however, that if such Servicing Advance becomes
            a Workout-Delayed Reimbursement Amount, then such Servicing Advance
            shall thereafter be reimbursed from the portion of general
            collections and recoveries on or in respect of the Mortgage Loans
            and REO Properties on deposit in the Certificate Account from time
            to time that represent collections or recoveries of principal to the
            extent provided in clause (v) below (to be allocated between the
            Loan Groups as set forth in the last paragraph of this Section
            3.05(a)).

                  (v) (A) to reimburse itself, the Special Servicer or the
            Trustee, as applicable (in reverse of such order with respect to any
            Mortgage Loan or REO Property), (1) for Nonrecoverable Advances, out
            of the principal portion of general collections on the Mortgage
            Loans and REO Properties and then, to the extent the principal
            portion of general collections is insufficient and with respect to
            such excess only, subject to any exercise of the sole option to
            defer reimbursement thereof pursuant to Section 3.05(a), out of
            other collections on the Mortgage Loans and REO Properties (in each
            case, to be allocated between the Loan Groups as set forth in the
            last paragraph to this Section 3.05(a)) (but, in the case of
            Serviced Whole Loan, only to the extent that amounts on deposit in
            the related Serviced Whole Loan Custodial Account are insufficient
            therefor) and (2) for any Workout-Delayed Reimbursement Amounts,
            such reimbursement to be made out of the principal portion of the
            general collections on the Mortgage Loans and REO Properties (to be
            allocated between the Loan Groups as set forth in the last paragraph
            of this Section 3.05(a)), net of such amounts being reimbursed
            pursuant to (1) above, (B) to pay itself out of general collections
            on the Mortgage Loans and REO Properties, with respect to any
            Mortgage Loan or REO Property any related earned Servicing Fee that
            remained unpaid in accordance with clause (ii) above following a
            Final Recovery Determination made with respect to such Mortgage Loan
            or REO Property and the deposit into the Certificate Account of all
            amounts received in connection therewith (but, in the case of a
            Serviced Whole Loan, only to the extent that amounts on deposit in
            the related Serviced Whole Loan Custodial Account are insufficient
            therefor) and (C) to reimburse any Non-Serviced Mortgage Loan
            Servicer, Non-Serviced Mortgage Loan Special Servicer and
            Non-Serviced Mortgage Loan Trustee, as applicable, out of the
            principal portion and the non-principal portion of general
            collections on the Mortgage Loans and REO Properties for the pro
            rata portion (based on such Mortgage Loan's Stated Principal
            Balance) of nonrecoverable servicing advances previously made with
            respect to the related Non-Serviced Whole Loan; provided that such
            reimbursement shall be made as if it were for a Nonrecoverable
            Servicing Advance made pursuant to this Agreement;

                  (vi) (A) at such time as it reimburses itself, the Special
            Servicer or the Trustee, as applicable (in reverse of such order
            with respect to any Mortgage Loan or REO Property), for (1) any
            unreimbursed P&I Advance (including any such P&I Advance that
            constitutes a Workout-Delayed Reimbursement Amount) pursuant to
            clause (iii) above, to pay itself or the Trustee, as applicable, any
            interest accrued and payable thereon in accordance with Sections
            4.03(d) and 3.11(c) (the Servicer's or Trustee's respective rights
            to payments pursuant to this subclause (1) with respect to interest
            on such advances being limited to amounts on deposit in the
            Certificate Account that represent Penalty Charges collected on or
            in respect of the applicable Mortgage Loan after the previous
            Determination Date and on or prior to the related Determination
            Date), (2) any unreimbursed Servicing Advances (including any such
            Servicing Advance that constitutes a Workout-Delayed Reimbursement
            Amount) made with respect to a Mortgage Loan or REO Property
            pursuant to clause (iv) above, to pay itself, the Special Servicer
            or the Trustee, as the case may be, any interest accrued and payable
            thereon in accordance with Sections 3.03(e) and 3.11(c) (the
            Servicer's, Special Servicer's or Trustee's respective rights to
            payments pursuant to this subclause (2) with respect to interest on
            such advances being limited to amounts on deposit in the Certificate
            Account that represent Penalty Changes collected on or in respect of
            the applicable Mortgage Loan after the previous Determination Date
            and on or prior to the related Determination Date) or (3) any
            Nonrecoverable P&I Advances made with respect to a Mortgage Loan or
            REO Property and any Nonrecoverable Servicing Advances made with
            respect to a Mortgage Loan or REO Property pursuant to clause (v)
            above, to pay itself, the Special Servicer or the Trustee, as the
            case may be, any interest accrued and payable thereon, out of
            general collections on the Mortgage Loans and the REO Properties but
            in the case of a Mortgage Loan included in a Serviced Whole Loan,
            only to the extent that such Nonrecoverable Advance has been
            reimbursed and only to the extent that amounts on deposit in the
            applicable Serviced Whole Loan Custodial Account are insufficient
            therefor and pursuant to the allocation set forth in the related
            Co-Lender Agreement and (B) at such time as it reimburses any
            Non-Serviced Mortgage Loan Servicer, Non-Serviced Mortgage Loan
            Special Servicer or Non-Serviced Mortgage Loan Trustee, as
            applicable, for any nonrecoverable servicing advances made with
            respect to the related Non-Serviced Whole Loan or the related REO
            Property pursuant to clause (v) above, to pay such Non-Serviced
            Mortgage Loan Servicer, Non-Serviced Mortgage Loan Special Servicer
            or Non-Serviced Mortgage Loan Trustee, as the case may be, any
            interest accrued and payable thereon out of general collections on
            the Mortgage Loans and the REO Properties;

                  (vii) to reimburse itself, the Special Servicer or the
            Trustee, as the case may be, for any unreimbursed expenses
            reasonably incurred by such Person in respect of any Breach or
            Defect giving rise to a repurchase obligation of the applicable
            Mortgage Loan Seller under Section 3 of the applicable Mortgage Loan
            Purchase Agreement, including, without limitation, any expenses
            arising out of the enforcement of the repurchase obligation, each
            such Person's right to reimbursement pursuant to this clause (vii)
            with respect to any Mortgage Loan being limited to that portion of
            the Purchase Price paid for such Mortgage Loan that represents such
            expense in accordance with clause (v) of the definition of Purchase
            Price;

                  (viii) in accordance with Section 2.03(e), to reimburse
            itself, the Special Servicer or the Trustee, as the case may be, out
            of general collections on the Mortgage Loans and REO Properties for
            any unreimbursed expense reasonably incurred by such Person in
            connection with the enforcement of the applicable Mortgage Loan
            Seller's obligations under Section 3 of the applicable Mortgage Loan
            Purchase Agreement, but only to the extent that such expenses are
            not reimbursable pursuant to clause (vii) above or otherwise, but in
            the case of a Serviced Whole Loan, only to the extent that amounts
            on deposit in the applicable Serviced Whole Loan Custodial Account
            are insufficient therefor;

                  (ix) to pay itself all Prepayment Interest Excesses on the
            Mortgage Pool (exclusive of each Mortgage Loan or REO Loan included
            in a Whole Loan) not required to be used pursuant to Section 3.19;

                  (x) (A) to pay itself, as additional servicing compensation in
            accordance with Section 3.11(a), (1) interest and investment income
            earned in respect of amounts relating to the Trust Fund held in the
            Certificate Account as provided in Section 3.06(b) (but only to the
            extent of the Net Investment Earnings with respect to the
            Certificate Account for any period from any Distribution Date to the
            immediately succeeding P&I Advance Date) and (2) Penalty Charges on
            Mortgage Loans (other than Specially Serviced Mortgage Loans)
            (exclusive of each Mortgage Loan or REO Loan included in a Whole
            Loan), (but only to the extent collected from the related Mortgagor
            and to the extent that all amounts then due and payable with respect
            to the related Mortgage Loan have been paid and are not needed to
            pay interest on Advances with respect to such Mortgage Loan that
            have accrued since the prior Determination Date, in accordance with
            Section 3.11) (in each case subject to the applicable Co-Lender
            Agreement); and (B) to pay the Special Servicer, as additional
            servicing compensation in accordance with the second paragraph of
            Section 3.11(b), Penalty Charges on Specially Serviced Mortgage
            Loans (exclusive of each Mortgage Loan or REO Loan included in a
            Whole Loan) (but only to the extent collected from the related
            Mortgagor and to the extent that all amounts then due and payable
            with respect to the related Specially Serviced Mortgage Loan have
            been paid and are not needed to pay interest on Advances that has
            accrued since the prior Determination Date, all in accordance with
            Section 3.11) (in each case subject to the applicable Co-Lender
            Agreement);

                  (xi) to recoup any amounts deposited in the Certificate
            Account in error;

                  (xii) to pay itself, the Special Servicer, the Depositor or
            any of their respective directors, officers, members, managers,
            employees and agents, as the case may be, any amounts payable to any
            such Person pursuant to Sections 6.03(a) or 6.03(b) (solely with
            respect to amounts payable pursuant to Section 6.03(b), exclusive of
            amounts relating solely to a Serviced Pari Passu Loan or Serviced B
            Note or related REO Loan);

                  (xiii) to pay for (A) the cost of the Opinions of Counsel
            contemplated by Sections 3.16(a) and 10.01(f) to the extent payable
            out of the Trust Fund, (B) the cost of any Opinion of Counsel
            contemplated by Sections 12.01(a) or 12.01(c) in connection with an
            amendment to this Agreement requested by the Trustee, the Servicer
            or the Special Servicer, which amendment is in furtherance of the
            rights and interests of Certificateholders and (C) the cost of
            obtaining the REO Extension contemplated by Section 3.16(a);

                  (xiv) to pay out of general collections on the Mortgage Loans
            and the Trust's interest in REO Properties any and all federal,
            state and local taxes imposed on the Upper-Tier REMIC, the
            Lower-Tier REMIC or any of their assets or transactions, together
            with all incidental costs and expenses, to the extent that none of
            the Servicer, the Special Servicer or the Trustee is liable therefor
            pursuant to Section 10.01(g), except to the extent such amounts
            relate solely to a Serviced Whole Loan, in which case, such amounts
            will be reimbursed first from the related Serviced Whole Loan
            Custodial Account in accordance with Section 3.05(e) and then out of
            general collections on the Mortgage Loans;

                  (xv) to reimburse the Trustee out of general collections on
            the Mortgage Loans and REO Properties for expenses incurred by and
            reimbursable to it by the Trust Fund (including pursuant to Section
            10.01(c)), except to the extent such amounts relate solely to a
            Serviced Whole Loan, in which case, such amounts will be reimbursed
            first, from the related Serviced Whole Loan Custodial Account in
            accordance with Section 3.05(e) and then, to the extent not
            attributable solely to the Serviced Pari Passu Loan and Serviced B
            Note included in such Serviced Whole Loan, out of general
            collections on the Mortgage Loans;

                  (xvi) to pay the Special Servicer or any other Person
            permitted to purchase a Mortgage Loan under Section 3.18 or the
            Mortgage Loan Sellers that purchased a Mortgage Loan under Section
            2.03, as the case may be, with respect to each Mortgage Loan
            (exclusive of the Mortgage Loan included in a Serviced Whole Loan),
            if any, previously purchased by such Person pursuant to this
            Agreement, all amounts received thereon subsequent to the date of
            purchase relating to periods after the date of purchase;

                  (xvii) to remit to the Trustee for deposit in the Interest
            Reserve Account the amounts required to be deposited in the Interest
            Reserve Account pursuant to Section 3.25;

                  (xviii) to clear and terminate the Certificate Account at the
            termination of this Agreement pursuant to Section 9.01;

                  (xix) (A) to pay to the Servicer, the Special Servicer, the
            Trustee or the Depositor, as the case may be, any amount
            specifically required to be paid to such Person at the expense of
            the Trust Fund under any provision of this Agreement to which
            reference is not made in any other clause of this Section 3.05(a),
            it being acknowledged that this clause (xix) shall not be construed
            to modify any limitation or requirement otherwise set forth in this
            Agreement as to the time at which any Person is entitled to payment
            or reimbursement of any amount or as to the funds from which any
            such payment or reimbursement is permitted to be made and (B) with
            respect to any Non-Serviced Mortgage Loan, to reimburse the related
            Non-Serviced Mortgage Loan Servicer, Non-Serviced Mortgage Loan
            Special Servicer or Non-Serviced Mortgage Loan Trustee, as
            applicable for the pro rata portion of any Additional Trust Fund
            Expenses (as such term is defined in the related Non-Serviced
            Mortgage Loan Pooling and Servicing Agreement) that relate
            exclusively to the servicing of such Non-Serviced Whole Loan out of
            general collections on the Mortgage Loans and the REO Properties;
            and

                  (xx) to the extent that it has reimbursed or is reimbursing
            itself, the Special Servicer or the Trustee, as applicable, for any
            unreimbursed Advance pursuant to clause (iii) or (iv), and insofar
            as the Penalty Charges collected on the related Mortgage Loan after
            the previous Determination Date and on or prior to the related
            Determination Date and then on deposit in the Certificate Account
            are not sufficient to make the payment of interest on such advances
            pursuant to clause (vi) above, to pay the Servicer, the Special
            Servicer or the Trustee, as the case may be, (in reverse of such
            order with respect to any Mortgage Loan or REO Property) out of
            general collections on the Mortgage Loans and any REO Properties,
            any related interest accrued and payable on the portion of such
            Advance so reimbursed or being reimbursed.

            The Servicer shall keep and maintain separate accounting records, on
a loan-by-loan basis when appropriate, for the purpose of justifying any
withdrawal from the Certificate Account.

            The Servicer shall pay to the Special Servicer (or to third party
contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or any such third party contractor) is entitled. The Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Loan, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account.

            In addition, the Servicer shall pay to the Non-Serviced Mortgage
Loan Servicer, the Non-Serviced Mortgage Loan Special Servicer or the
Non-Serviced Mortgage Loan Trustee (or to third party contractors at the
direction of the Non-Serviced Mortgage Loan Servicer, the Non-Serviced Mortgage
Loan Special Servicer or the Non-Serviced Mortgage Loan Trustee) from the
Certificate Account amounts permitted to be paid to it (or to such third party
contractors) therefrom promptly upon receipt of a certificate of a Servicing
Officer of the Non-Serviced Mortgage Loan Servicer, the Non-Serviced Mortgage
Loan Special Servicer or the Non-Serviced Mortgage Loan Trustee describing the
item and amount to which the Non-Serviced Mortgage Loan Servicer, the
Non-Serviced Mortgage Loan Special Servicer or the Non-Serviced Mortgage Loan
Trustee (or any such third party contractor) is entitled. The Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein.

            Upon the determination that a previously made Advance is a
Nonrecoverable Advance, instead of obtaining reimbursement out of general
collections immediately, the Servicer, the Special Servicer or the Trustee, as
applicable, may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable Advance over time (not to exceed 12 months or such longer period
of time as agreed to by the Servicer, the Special Servicer or the Trustee, as
applicable, and the Directing Certificateholder, each in its sole discretion)
and the unreimbursed portion of such Advance will accrue interest at the
Reimbursement Rate. At any time after such a determination to obtain
reimbursement over time, the Servicer, the Special Servicer or the Trustee, as
applicable, may, in its sole discretion, decide to obtain reimbursement
immediately. The fact that a decision to recover such Nonrecoverable Advances
over time, or not to do so, benefits some Classes of Certificateholders to the
detriment of other Classes shall not, with respect to the Servicer or the
Special Servicer, constitute a violation of the Servicing Standard or
contractual duty hereunder and/or with respect to the Trustee, constitute a
violation of any fiduciary duty to Certificateholders or contractual duty
hereunder.

            To the extent a Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount with respect to a Mortgage Loan is required to be
reimbursed from the principal portion of the general collections on the Mortgage
Loans pursuant to clauses (iii), (iv) or (v) of this Section 3.05(a), such
reimbursement shall be made first, from the principal collections available on
the Mortgage Loans included in the same Loan Group as such Mortgage Loan and if
the principal collections in such Loan Group are not sufficient to make such
reimbursement in full, then from the principal collections available in the
other Loan Group (after giving effect to any reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts related to such other Loan
Group). To the extent a Nonrecoverable Advance with respect to a Mortgage Loan
is required to be reimbursed from the interest portion of the general
collections on the Mortgage Loans pursuant to clauses (iii), (iv) or (v) of this
Section 3.05(a), such reimbursement shall be made first, from the interest
collections available on the Mortgage Loans included in the same Loan Group as
such Mortgage Loan and if the interest collections in such Loan Group are not
sufficient to make such reimbursement in full, then from the interest
collections available in the other Loan Group (after giving effect to any
reimbursement of Nonrecoverable Advances related to such other Loan Group);
provided, however, that this provision shall not result in any change in the
interest distributions in the manner required under Section 4.01(a)(i) of this
Agreement.

            (b) The Trustee, may, from time to time, make withdrawals from the
Lower-Tier Distribution Account for any of the following purposes (the order set
forth below shall not indicate any order of priority):

                  (i) to make deposits of the Lower-Tier Distribution Amount
            pursuant to Section 4.01(b) and the amount of any Yield Maintenance
            Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
            Distribution Account, and to make distributions on the Class LR
            Certificates pursuant to Section 4.01(b);

                  (ii) to pay to itself accrued but unpaid Trustee Fees;

                  (iii) to pay to itself or any of its directors, officers,
            employees and agents, as the case may be, any amounts payable or
            reimbursable to any such Person pursuant to Sections 8.05(b) and
            8.05(c);

                  (iv) to recoup any amounts deposited in the Lower-Tier
            Distribution Account in error; and

                  (v) to clear and terminate the Lower-Tier Distribution Account
            at the termination of this Agreement pursuant to Section 9.01.

            (c) The Trustee, may make withdrawals from the Upper-Tier
Distribution Account for any of the following purposes:

                  (i) to make distributions to Certificateholders (other than
            Holders of the Class S Certificates and Class LR Certificates) on
            each Distribution Date pursuant to Section 4.01 or 9.01, as
            applicable;

                  (ii) to recoup any amounts deposited in the Upper-Tier
            Distribution Account in error; and

                  (iii) to clear and terminate the Upper-Tier Distribution
            Account at the termination of this Agreement pursuant to Section
            9.01.

            (d) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, (i) if amounts on deposit in the Certificate Account and the
Lower-Tier Distribution Account are not sufficient to pay the full amount of the
Servicing Fee listed in Section 3.05(a)(ii) and the Trustee Fees listed in
Section 3.05(b)(ii), then the Trustee Fee shall be paid in full prior to the
payment of any Servicing Fees payable under Section 3.05(a)(ii) and (ii) if
amounts on deposit in the Certificate Account are not sufficient to reimburse
the full amount of Advances and interest thereon listed in Sections
3.05(a)(iii), (iv), (v) and (vi), then reimbursements shall be paid first to the
Trustee, second to the Special Servicer and third to the Servicer.

            (e) The Servicer may (and, with respect to clause (i), shall), from
time to time, make withdrawals from each Serviced Whole Loan Custodial Account,
for any of the following purposes (the order set forth below not constituting an
order of priority for such withdrawals):

                  (i) (A) to transfer to the Certificate Account any amounts in
            the Serviced Whole Loan Custodial Account allocable to the related
            Mortgage Loan pursuant to the terms of the related Co-Lender
            Agreement and (B) to remit to the holder of each Serviced Pari Passu
            Loan and Serviced B Note, any amounts in the Serviced Whole Loan
            Custodial Account allocable to such Serviced Pari Passu Loan or
            Serviced B Note pursuant to the terms of the related Co-Lender
            Agreement, in each case pursuant to the Section 3.04(b);

                  (ii) (A) to pay itself unpaid Servicing Fees in respect of
            such Serviced Whole Loan and related REO Loan, as applicable, the
            Servicer's rights to payment of Servicing Fees pursuant to this
            clause (ii) with respect to such Serviced Whole Loan or related REO
            Loan, as applicable, being limited to amounts received (and
            deposited into the Serviced Whole Loan Custodial Account) on or in
            respect of such Serviced Whole Loan (whether in the form of
            payments, Liquidation Proceeds, Insurance Proceeds or Condemnation
            Proceeds), or such REO Loan (whether in the form of REO Revenues,
            Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds),
            that are allocable as recovery of interest thereon and (B) in the
            event that the related Serviced Whole Loan is a Specially Serviced
            Mortgage Loan, Corrected Mortgage Loan or REO Loan to pay the
            Special Servicer any unpaid Special Servicing Fees, Liquidation Fees
            and Workout Fees in respect of the Serviced Whole Loan remaining
            unpaid out of related collections, REO Revenues, Liquidation
            Proceeds and Insurance and Condemnation Proceeds, if any;

                  (iii) to reimburse itself or the Trustee, as applicable (in
            reverse of such order with respect to the related Mortgage Loan) for
            unreimbursed P&I Advances with respect to the related Mortgage Loan
            (the Servicer's or the Trustee's right to reimbursement pursuant to
            this clause (iii) being limited to amounts received in such Serviced
            Whole Loan Custodial Account which represent Late Collections
            received in respect of related Mortgage Loan (as allocable thereto
            pursuant to the related Co-Lender Agreement) during the applicable
            period);

                  (iv) to reimburse itself, the Trustee or the Special Servicer,
            as applicable (in reverse of such order with respect to such
            Serviced Whole Loan or REO Property), for unreimbursed Servicing
            Advances with respect to such Serviced Whole Loan or related REO
            Property, the Servicer's, the Trustee's or the Special Servicer's
            respective rights to receive payment pursuant to this clause (iv)
            being limited to, as applicable, related payments, Liquidation
            Proceeds, Insurance Proceeds and Condemnation Proceeds and REO
            Revenues on deposit in the Serviced Whole Loan Custodial Account
            with respect to such Serviced Whole Loan;

                  (v) Reserved;

                  (vi) at such time as it reimburses itself, the Special
            Servicer or the Trustee, as applicable (in reverse of such order
            with respect to such Serviced Whole Loan or related REO Property),
            for (A) any unreimbursed P&I Advance with respect to such Serviced
            Whole Loan pursuant to clause (iii) above, to pay itself or the
            Trustee, as applicable, any interest accrued and payable thereon in
            accordance with Sections 4.03(d) and 3.11(c) (the Servicer's or
            Trustee's respective rights to payments pursuant to this subclause
            (A) with respect to interest on such advances being limited to
            amounts on deposit in the Serviced Whole Loan Custodial Account that
            represents Penalty Charges collected on or in respect of such
            Mortgage Loan on or prior to the related Determination Date) or (B)
            any unreimbursed Servicing Advances pursuant to clause (iv) above,
            to pay itself, the Special Servicer or the Trustee, as the case may
            be, any interest accrued and payable thereon in accordance with
            Sections 3.03(e) and 3.11(c) (the Servicer's, Special Servicer's or
            Trustee's respective rights to payments pursuant to this subclause
            (B) with respect to interest on such advances being limited to
            amounts on deposit in the Serviced Whole Loan Custodial Account that
            represents Penalty Charges collected on or in respect of the
            applicable Serviced Whole Loan after the previous Determination Date
            and on or prior to the related Determination Date);

                  (vii) to reimburse itself, the Special Servicer or the
            Trustee, as the case may be, for any unreimbursed expenses
            reasonably incurred by such Person in respect of any Breach or
            Defect with respect to the Mortgage Loan included in such Serviced
            Whole Loan giving rise to a repurchase obligation of the applicable
            Mortgage Loan Seller under Section 3 of the applicable Mortgage Loan
            Purchase Agreement, including, without limitation, any expenses
            arising out of the enforcement of the repurchase obligation, each
            such Person's right to reimbursement pursuant to this clause (vii)
            with respect to such Serviced Whole Loan being limited to that
            portion of the Purchase Price paid for the related Mortgage Loan
            that represents such expense in accordance with clause (v) of the
            definition of Purchase Price;

                  (viii) in accordance with Section 2.03(e), to reimburse
            itself, the Special Servicer or the Trustee, as the case may be, out
            of general collections on such Serviced Whole Loan and related REO
            Properties for any unreimbursed expense reasonably incurred by such
            Person in connection with the enforcement of the applicable Mortgage
            Loan Seller's obligations under Section 3 of the applicable Mortgage
            Loan Purchase Agreement with respect to the Mortgage Loan included
            in such Serviced Whole Loan, but only to the extent that such
            expenses are not reimbursable pursuant to clause (vii) above or
            otherwise;

                  (ix) to pay itself all Prepayment Interest Excesses on the
            related Mortgage Loan not required to be used pursuant to Section
            3.19;

                  (x) (A) to pay itself, as additional servicing compensation in
            accordance with Section 3.11(a), (1) interest and investment income
            earned in respect of amounts relating to such Serviced Whole Loan
            held in such Serviced Whole Loan Custodial Account as provided in
            Section 3.06(b) (but only to the extent of the Net Investment
            Earnings with respect to such Serviced Whole Loan Custodial Account
            for any period from any Distribution Date to the immediately
            succeeding P&I Advance Date) and (2) subject to the applicable
            Co-Lender Agreement, Penalty Charges on such Serviced Whole Loan
            (other than Specially Serviced Mortgage Loans), but only to the
            extent collected from the related Mortgagor and to the extent that
            all amounts then due and payable with respect to the related
            Serviced Whole Loan have been paid and are not needed to pay
            interest on Advances in accordance with Section 3.11 or advances of
            principal and interest made with respect to a Serviced Pari Passu
            Loan by a party to a securitization that holds such Serviced Pari
            Passu Loan; and (B) to pay the Special Servicer, as additional
            servicing compensation in accordance with the second paragraph of
            Section 3.11 (in each case, subject to the applicable Co-Lender
            Agreement), Penalty Charges on such Serviced Whole Loan during the
            period it is a Specially Serviced Mortgage Loan (but only to the
            extent collected from the related Mortgagor and to the extent that
            all amounts then due and payable with respect to the related
            Specially Serviced Mortgage Loan have been paid and are not needed
            to pay interest on Advances, all in accordance with Section 3.11 or
            advances of principal and interest made with respect to a Serviced
            Pari Passu Loan by a party to a securitization that holds such
            Serviced Pari Passu Loan) (in each case, subject to the applicable
            Co-Lender Agreement);

                  (xi) to recoup any amounts deposited in such Serviced Whole
            Loan Custodial Account in error;

                  (xii) to pay itself, the Special Servicer, the Depositor or
            any of their respective directors, officers, members, managers,
            employees and agents, as the case may be, any amounts payable to any
            such Person pursuant to Sections 6.03(a) or 6.03(b), to the extent
            that such amounts relate to such Serviced Whole Loan;

                  (xiii) to pay for (A) the cost of the Opinions of Counsel
            contemplated by Sections 3.16(a) and 10.01(f) to the extent payable
            out of the Trust Fund as they relate to the Serviced Whole Loan, (B)
            the cost of any Opinion of Counsel contemplated by Sections 12.01(a)
            or 12.01(c) in connection with an amendment to this Agreement
            requested by the Trustee, the Servicer or the Special Servicer,
            which amendment is in furtherance of the rights and interests of
            Certificateholders and (C) the cost of obtaining the REO Extension
            contemplated by Section 3.16(a), to the extent that such amounts
            relate to such Serviced Whole Loan;

                  (xiv) to pay out of general collections on such Mortgage Loan
            and related REO Properties any and all federal, state and local
            taxes imposed on the Upper-Tier REMIC and the Lower-Tier REMIC or
            any of their assets or transactions, together with all incidental
            costs and expenses, in each case to the extent that none of the
            Servicer, the Special Servicer or the Trustee is liable therefor
            pursuant to Section 10.01(g) and to the extent that such amounts
            relate to the Mortgage Loan included in such Serviced Whole Loan
            that is included in either such REMIC;

                  (xv) to reimburse the Trustee out of collections on such
            Serviced Whole Loan and REO Properties for expenses incurred by and
            reimbursable to it by the Trust Fund in accordance with this
            Agreement (including pursuant to Section 10.01(c));

                  (xvi) to pay itself, the Special Servicer, or the Mortgage
            Loan Sellers, as the case may be, with respect to the Mortgage Loan
            included in such Serviced Whole Loan, if any, previously purchased
            by such Person pursuant to this Agreement, all amounts received
            thereon subsequent to the date of purchase relating to periods after
            the date of purchase;

                  (xvii) to remit to the Trustee for deposit in the Interest
            Reserve Account the amounts with respect to the Mortgage Loan or
            Mortgage Loans included in such Serviced Whole Loan required to be
            deposited in the Interest Reserve Account pursuant to Section 3.25;

                  (xviii) to pay to the Servicer, the Special Servicer, the
            Trustee or the Depositor, as the case may be, to the extent that
            such amounts relate to the Mortgage Loan included in such Serviced
            Whole Loan, any amount specifically required to be paid to such
            Person at the expense of the Trust Fund under any provision of this
            Agreement to which reference is not made in any other clause of this
            Section 3.05(e);

                  (xix) to clear and terminate such Serviced Whole Loan
            Custodial Account at the termination of this Agreement pursuant to
            Section 9.01; and

                  (xx) to the extent that it has reimbursed or is reimbursing
            itself, the Special Servicer or the Trustee, as applicable, for any
            unreimbursed Advance pursuant to clause (iii) or (iv) above, and
            insofar as the Penalty Charges collected on or in respect of the
            related Serviced Whole Loan after the previous Determination Date
            and on or prior to the Determination Date and then on deposit in
            such Serviced Whole Loan Custodial Account are not sufficient to
            make such payment to pay the Servicer, the Special Servicer or the
            Trustee (in that order) out of general collections on such Serviced
            Whole Loan and related REO Property, any related interest accrued
            and payable on the portion of such Advance so reimbursed or being
            reimbursed.

            The Servicer shall keep and maintain separate accounting records, on
a loan-by-loan and property-by-property basis when appropriate, for the purpose
of justifying any withdrawal from the Serviced Whole Loan Custodial Account. All
withdrawals with respect to each Serviced Whole Loan shall be made first from
the Serviced Whole Loan Custodial Account and then, from the Certificate Account
to the extent permitted by Section 3.05(a).

            The Servicer shall pay to the Special Servicer (or to third party
contractors at the direction of the Special Servicer) from the Serviced Whole
Loan Custodial Account amounts permitted to be paid to it (or to such third
party contractors) therefrom promptly upon receipt of a certificate of a
Servicing Officer of the Special Servicer describing the item and amount to
which the Special Servicer (or any such third party contractor) is entitled. The
Servicer may rely conclusively on any such certificate and shall have no duty to
re-calculate the amounts stated therein. The Special Servicer shall keep and
maintain separate accounting for each Specially Serviced Mortgage Loan included
in a Serviced Whole Loan and related REO Loan, on a loan-by-loan and
property-by-property basis, for the purpose of justifying any request for
withdrawal from the Serviced Whole Loan Custodial Account.

            In the event that the Servicer fails, as of 5:00 p.m. (New York City
time), on any P&I Advance Date, to remit to the Trustee any amounts required to
be so remitted hereunder by such date, the Servicer shall pay to the Trustee,
for the account of the Trustee, interest, calculated at the Prime Rate, on such
amount(s) not timely remitted, from the time such payment was required to be
made (without regard to any grace period) until such payment is received by the
Trustee.

            (f) Following the securitization of any Serviced Pari Passu Loan, in
the event the Servicer, Special Servicer or Trustee has reimbursed itself out of
general collections in the Certificate Account for any Servicing Advance made
with respect to the related Serviced Whole Loan or additional trust fund expense
that relates directly to the servicing of such Serviced Whole Loan (including
unpaid Special Servicing Fees relating to such Serviced Whole Loan), the
Servicer or Trustee shall seek (on behalf of the Trust Fund, subject to the
related Co-Lender Agreement) payment or reimbursement for the pro rata portion
of such amounts allocable to such Serviced Pari Passu Loan out of general
collections in the certificate account related to such securitization.

            Prior to the securitization of any Serviced Pari Passu Loan, in the
event the Servicer, Special Servicer or Trustee has reimbursed itself out of
general collections in the Certificate Account for any Servicing Advance made
with respect to the related Serviced Whole Loan or additional trust fund expense
that relates directly to the servicing of such Serviced Whole Loan (including
unpaid Special Servicing Fees relating to such Serviced Whole Loan), the
Servicer or Trustee shall seek (on behalf of the Trust Fund, subject to the
related Co-Lender Agreement) payment or reimbursement for the pro rata portion
of such amounts allocable to such Serviced Pari Passu Loan from the holder of
such Serviced Pari Passu Loan.

            Section 3.06 Investment of Funds in the Certificate Account, the
Serviced Whole Loan Custodial Account, the REO Accounts, the Distribution
Account and the Excess Liquidation Proceeds Reserve Account.

            (a) The Servicer may direct any depository institution maintaining
the Certificate Account and any Serviced Whole Loan Custodial Account (for
purposes of this Section 3.06, an "Investment Account") and the Special Servicer
may direct any depository institution maintaining the applicable REO Account
(also for purposes of this Section 3.06, an "Investment Account") to invest, or
if it is such depository institution, may itself invest, the funds held therein
only in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, (i) no later than the Business
Day immediately preceding the next succeeding date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if a
Person other than the depository institution maintaining such account is the
obligor thereon and (ii) no later than the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such) for the benefit of the Certificateholders and, in the case
of a Permitted Investment in any Investment Account solely related to a Serviced
Whole Loan, for the benefit of the holders of any related Serviced Pari Passu
Loan or Serviced B Note, but in each case, subject to the Servicer's interest as
provided for in Section 3.06(b) below. The Servicer (in the case of the
Certificate Account and the Serviced Whole Loan Custodial Account) or the
Special Servicer (in the case of each REO Account), on behalf of the Trustee
and, in the case of any Investment Account solely related to a Serviced Whole
Loan, on behalf of the holders of any related Serviced Pari Passu Loan or
Serviced B Note, shall maintain continuous physical possession of any Permitted
Investment of amounts in the Certificate Account, any Serviced Whole Loan
Custodial Account or any REO Account that is either (i) a "certificated
security," as such term is defined in the UCC (such that the Trustee shall have
control pursuant to Section 8-106 of the UCC) or (ii) other property in which a
secured party may perfect its security interest by physical possession under the
UCC or any other applicable law. Funds on deposit in the Interest Reserve
Account, if any, shall remain uninvested. In the case of any Permitted
Investment held in the form of a "security entitlement" (within the meaning of
Section 8-102(a)(17) of the UCC), the Servicer or the Special Servicer, as
applicable, shall take or cause to be taken such action as the Trustee deems
reasonably necessary to cause the Trustee to have control over such security
entitlement. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Servicer (in the
case of the Certificate Account and any Serviced Whole Loan Custodial Account),
or the Special Servicer (in the case of an REO Account) shall:

                  (i) consistent with any notice required to be given
            thereunder, demand that payment thereon be made on the last day such
            Permitted Investment may otherwise mature hereunder in an amount
            equal to the lesser of (a) all amounts then payable thereunder and
            (b) the amount required to be withdrawn on such date; and

                  (ii) demand payment of all amounts due thereunder promptly
            upon determination by the Servicer or the Special Servicer, as the
            case may be, that such Permitted Investment would not constitute a
            Permitted Investment in respect of funds thereafter on deposit in
            the Investment Account.

            (b) Interest and investment income realized on funds deposited in
the Certificate Account and any Serviced Whole Loan Custodial Account, to the
extent of the Net Investment Earnings, if any, with respect to such account for
each period from any Distribution Date to the immediately succeeding P&I Advance
Date, shall be for the sole and exclusive benefit of the Servicer and shall be
subject to its withdrawal, or withdrawal at its direction, in accordance with
Section 3.05(a) or 3.05(e), as the case may be. Interest and investment income
realized on funds deposited in the REO Account, to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from
any Distribution Date to the immediately succeeding P&I Advance Date, shall be
for the sole and exclusive benefit of the Special Servicer and shall be subject
to its withdrawal in accordance with Section 3.16(c). In the event that any loss
shall be incurred in respect of any Permitted Investment on deposit in any of
the Certificate Account, any Serviced Whole Loan Custodial Account or any REO
Account, the Servicer (in the case of the Certificate Account and any Serviced
Whole Loan Custodial Account) and the Special Servicer (in the case of the REO
Account) shall deposit therein, no later than the P&I Advance Date, without
right of reimbursement, the amount of Net Investment Loss, if any, with respect
to such account for the period from the immediately preceding Distribution Date
to such P&I Advance Date provided, that neither the Servicer nor the Special
Servicer shall be required to deposit any loss on an investment of funds in an
Investment Account if such loss is incurred solely as a result of the insolvency
of the federal or state chartered depository institution or trust company that
holds such Investment Account, so long as such depository institution or trust
company satisfied the qualifications set forth in the definition of Eligible
Account in the month in which the loss occurred and at the time such investment
was made.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

            (d) Funds in the Distribution Account and the Excess Liquidation
Proceeds Reserve Account may be invested and, if invested, shall be invested by,
and at the risk of, the Trustee in Permitted Investments selected by the Trustee
which shall mature, unless payable on demand, not later than the Distribution
Date, and any such Permitted Investment shall not be sold or disposed of prior
to its maturity unless payable on demand. All such Permitted Investments shall
be made in the name of "LaSalle Bank National Association, as Trustee for the
Holders of the GE Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2006-C1." None of the Depositor, the
Mortgagors, the Servicer or the Special Servicer shall be liable for any loss
incurred on such Permitted Investments.

            An amount equal to all income and gain realized from any such
investment shall be paid to the Trustee as additional compensation and shall be
subject to its withdrawal at any time from time to time. The amount of any
losses incurred in respect of such investments shall be for the account of the
Trustee which shall deposit the amount of such loss (to the extent not offset by
income from other investments) in the Distribution Account or the Excess
Liquidation Proceeds Reserve Account, as the case may be, out of its own funds
immediately as realized. If the Trustee deposits in or transfers to the
Distribution Account or the Excess Liquidation Proceeds Reserve Account, as the
case may be, any amount not required to be deposited therein or transferred
thereto, it may at any time withdraw such amount or retransfer such amount from
the Distribution Account or the Excess Liquidation Proceeds Reserve Account, as
the case may be, any provision herein to the contrary notwithstanding.

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.

            (a) The Servicer (with respect to each Mortgage Loan or Serviced
Whole Loan) shall use its reasonable efforts to cause the Mortgagor (other than
with respect to any Non-Serviced Mortgage Loans) to maintain, to the extent
required by the terms of the related Mortgage Note or loan documents relating to
the Mortgage Loan and required by the Servicing Standard, for each Mortgage Loan
(other than any Non-Serviced Mortgage Loan) and Serviced Whole Loan all
insurance coverage as is required under the related Mortgage to the extent that
the Trustee, as mortgagee, has an insurable interest; provided, however, that if
any Mortgage permits the holder thereof to dictate to the Mortgagor the
insurance coverage to be maintained on such Mortgaged Property, the Servicer
shall impose such insurance requirements as are consistent with the Servicing
Standard. If such Mortgagor fails to maintain such insurance, then the Servicer
shall itself maintain such insurance coverage, to the extent such insurance is
available at commercially reasonable rates (subject to the provisions of the
next paragraph with respect to terrorism insurance) and to the extent the
Trustee has an insurable interest therein. Subject to Section 3.17(a), the
Special Servicer shall maintain for each REO Property no less insurance coverage
than was previously required of the Mortgagor under the related Mortgage Loan or
Serviced Whole Loan (to the extent available at commercially reasonable rates).
All Insurance Policies maintained by the Servicer or the Special Servicer shall
(i) contain a "standard" mortgagee clause, with loss payable to the Servicer on
behalf of the Trustee (in the case of insurance maintained in respect of any
Mortgage Loan or any Serviced Whole Loan other than REO Properties), (ii) be in
the name(s) of the Trustee (and, in the case of a Serviced Whole Loan, the
holders of any related Serviced Pari Passu Loan or Serviced B Note) (in the case
of insurance maintained in respect of REO Properties), (iii) include coverage in
an amount not less than the lesser of (x) the full replacement cost of the
improvements securing such Mortgage Loan or Serviced Whole Loan or the related
REO Loan, as applicable, or (y) the outstanding principal balance owing on such
Mortgage Loan or Serviced Whole Loan or related REO Loan, as applicable, and in
any event, the amount necessary to avoid the operation of any co-insurance
provisions, (iv) include a replacement cost endorsement providing no deduction
for depreciation (unless such endorsement is not permitted under the related
loan documents), (v) be noncancelable without 30 days prior written notice to
the insured party (except in the case of nonpayment, in which case such policy
shall not be cancelled without 10 days prior notice) and (vi) (to the extent
consistent with the Servicing Standard taking into consideration the existing
insurance in place by such Mortgagor at the loan origination) be issued by a
Qualified Insurer authorized under applicable law to issue such Insurance
Policies. Any amounts collected by the Servicer or the Special Servicer under
any such Insurance Policies (other than amounts to be applied to the restoration
or repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case in accordance with the Servicing
Standard and the provisions of the related Mortgage Loan or Serviced Whole Loan)
shall be deposited in the Certificate Account or the applicable REO Account with
respect to REO Properties (or, in the case of a Serviced Whole Loan, in the
Serviced Whole Loan Custodial Account of the Servicer), subject to withdrawal
pursuant to Section 3.05(a) (or Section 3.05(e), as applicable). Any costs
incurred by the Servicer in maintaining any such Insurance Policies in respect
of Mortgage Loans (other than REO Properties or any Serviced Whole Loan) (i) if
the Mortgagor defaults on its obligation to do so, shall be advanced by the
Servicer as a Servicing Advance (unless such advance is determined to be a
Nonrecoverable Servicing Advance) and will be charged to the related Mortgagor
and (ii) shall not, for purposes thereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. Any cost incurred by the Special Servicer in
maintaining any such Insurance Policies with respect to REO Properties shall be
an expense of the Trust payable out of the related REO Account pursuant to
Section 3.16(c) or, if the amount on deposit therein is insufficient therefor,
advanced by the Servicer as a Servicing Advance.

            Notwithstanding the foregoing, the Servicer or Special Servicer (in
the case of REO Loans), as applicable, will not be required to maintain, and
shall not cause a Mortgagor to be in default with respect to the failure of the
related Mortgagor to obtain, all-risk casualty insurance which does not contain
any carve-out for acts of terrorism or similar acts, if and only if (i) such
insurance is not required under the loan documents or (ii) the Special Servicer
has determined, in accordance with the Servicing Standard, that either (a) such
insurance is not available at any rate or (b) such insurance is not available at
commercially reasonable rates and that such hazards are not at the time commonly
insured against for properties similar to the Mortgaged Property and located in
or around the geographic region in which such Mortgaged Property is located;
provided, however that during the period that the Special Servicer is evaluating
such insurance hereunder, the Servicer shall not be liable for any loss related
to its failure to require the Mortgagor to maintain terrorism insurance and
shall not be in default of its obligations hereunder as a result of such
failure. The Special Servicer shall promptly notify the Servicer of each
determination under this paragraph.

            (b) (i) If the Servicer or the Special Servicer shall obtain and
maintain a blanket Insurance Policy with a Qualified Insurer insuring against
fire and hazard losses on all of the Mortgage Loans, Serviced Whole Loans or REO
Properties (other than the Non-Serviced Mortgage Loans and any REO Property
related thereto), as the case may be, required to be serviced and administered
hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, the Servicer or the
Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause fire and hazard insurance to be maintained on the related Mortgaged
Properties or REO Properties. Such Insurance Policy may contain a deductible
clause, in which case the Servicer or the Special Servicer shall, if there shall
not have been maintained on the related Mortgaged Property or REO Property a
fire and hazard Insurance Policy complying with the requirements of Section
3.07(a), and there shall have been one or more losses which would have been
covered by such Insurance Policy, promptly deposit into the Certificate Account
(or in the case of any Serviced Whole Loan, the related Serviced Whole Loan
Custodial Account) from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under
the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan or Serviced Whole Loan, or in the absence of such
deductible limitation, the deductible limitation which is consistent with the
Servicing Standard. In connection with its activities as administrator and
Servicer of the Mortgage Loans (other than any Non-Serviced Mortgage Loans) and
the Serviced Whole Loan, the Servicer agrees to prepare and present, on behalf
of itself, the Trustee and Certificateholders (and, in the case of any Serviced
Whole Loan, on behalf of the holder of any related Serviced Pari Passu Loan or
Serviced B Note), claims under any such blanket Insurance Policy in a timely
fashion in accordance with the terms of such policy. The Special Servicer, to
the extent consistent with the Servicing Standard, may maintain, earthquake
insurance on REO Properties, provided coverage is available at commercially
reasonable rates, the cost of which shall be a Servicing Advance.

                  (ii) If the Servicer or the Special Servicer shall cause any
            Mortgaged Property or REO Property to be covered by a master single
            interest or force-placed insurance policy with a Qualified Insurer
            naming the Servicer or the Special Servicer, as applicable, on
            behalf of the Trustee for the benefit of the Certificateholders
            (and, in the case of any Serviced Whole Loan, the holders of any
            related Serviced Pari Passu Loan or Serviced B Note) as the loss
            payee, then to the extent such Insurance Policy provides protection
            equivalent to the individual policies otherwise required, the
            Servicer or the Special Servicer shall conclusively be deemed to
            have satisfied its obligation to cause such insurance to be
            maintained on the related Mortgaged Properties and REO Properties.
            In the event the Servicer or the Special Servicer shall cause any
            Mortgaged Property or REO Property to be covered by such master
            single interest or force-placed insurance policy, the incremental
            costs of such insurance applicable to such Mortgaged Property or REO
            Property (i.e., other than any minimum or standby premium payable
            for such policy whether or not any Mortgaged Property or REO
            Property is covered thereby) shall be paid by the Servicer as a
            Servicing Advance (or if such Servicing Advance would be a
            Nonrecoverable Advance, as a Trust Fund expense). Such master single
            interest or force-placed policy may contain a commercially
            reasonable deductible clause, in which case the Servicer or the
            Special Servicer shall, in the event that there shall not have been
            maintained on the related Mortgaged Property or REO Property a
            policy otherwise complying with the provisions of Section 3.07(a),
            and there shall have been one or more losses which would have been
            covered by such policy had it been maintained, deposit into the
            Certificate Account (or in the case of any Serviced Whole Loan, the
            related Serviced Whole Loan Custodial Account) from its own funds
            the amount not otherwise payable under the master single interest or
            force-placed insurance policy because of such deductible clause, to
            the extent that any such deductible exceeds the deductible
            limitation set forth in the related loan documents for the original
            policy that pertained to the related Mortgage Loan or Serviced Whole
            Loan, or, in the absence of any such deductible limitation, the
            deductible limitation which is consistent with the Servicing
            Standard.

            (c) Each of the Servicer and the Special Servicer shall obtain and
maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions
Insurance Policy with a Qualified Insurer covering the Servicer's and the
Special Servicer's, as applicable, officers and employees of the Servicer and
the Special Servicer in connection with its activities under this Agreement.
Notwithstanding the foregoing, so long as either (i)(A) the long term unsecured
debt or the deposit obligations or claims-paying ability of the Servicer or the
Special Servicer (or its respective corporate parent) is rated at least "A" by
S&P and "A" by Fitch and (B) the short term unsecured debt or the deposit
obligations or claims-paying ability of the Servicer or the Special Servicer (or
its respective corporate parent) is rated at least "A-1" by S&P and "F-1" by
Fitch, or (ii) the Servicer or the Special Servicer obtains written confirmation
from each Rating Agency that such action will not result in the withdrawal,
downgrade, or qualification of the then-current rating assigned by the Rating
Agency to any Class of Certificates or Serviced Pari Passu Loan Securities or
any class of securities backed in whole or in part by any Serviced Pari Passu
Loan then rated by such Rating Agency (the cost, if any, of obtaining such
confirmation shall be paid by the party seeking such confirmation), the Servicer
or the Special Servicer shall be allowed to provide self-insurance with respect
to a fidelity bond and an errors and omissions Insurance Policy. With respect to
any multifamily loan, the amount of coverage shall be at least equal to the
coverage that would be required by Fannie Mae or Freddie Mac, whichever is
greater, with respect to the Servicer or the Special Servicer if the Servicer or
the Special Servicer, as applicable, were servicing and administering the
Mortgage Loans, Serviced Whole Loans or Specially Serviced Mortgage Loans, as
applicable, for Fannie Mae or Freddie Mac. Coverage of the Servicer or the
Special Servicer under a policy or bond obtained by an Affiliate of the Servicer
or the Special Servicer and providing the coverage required by this Section
3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special
Servicer and the Servicer will promptly report in writing to the Trustee (and in
the case of any Serviced Whole Loans, the holders of any related Serviced Pari
Passu Loan or Serviced B Note) any material changes that may occur in their
respective fidelity bonds, if any, and/or their respective errors and omissions
Insurance Policies, as the case may be, and will furnish to the Trustee copies
of all binders and policies or certificates evidencing that such bonds, if any,
and insurance policies are in full force and effect. The Servicer and the
Special Servicer shall each cause the Trustee for the benefit of the
Certificateholders (and, in the case of any Serviced Whole Loan, the holders of
any related Serviced Pari Passu Loan or Serviced B Note) to be an additional
loss payee on any policy currently in place or procured pursuant to the
requirements of this Section 3.07(c).

            (d) At the time the Servicer determines in accordance with the
Servicing Standard that any Mortgaged Property (other than the Mortgaged
Property related to a Non-Serviced Mortgage Loan) shall be in a federally
designated special flood hazard area (and flood insurance has been made
available and is required by FEMA), the Servicer shall use reasonable efforts to
cause the related Mortgagor (in accordance with applicable law and the terms of
the loan documents) to maintain, and, if the related Mortgagor shall default in
its obligation to so maintain, shall itself maintain to the extent available at
commercially reasonable rates (as determined by the Servicer in accordance with
the Servicing Standard), flood insurance in respect thereof, but only to the
extent the Trustee as mortgagee has an insurable interest therein, the related
Mortgage Loan or Serviced Whole Loan permits the mortgagee to require such
coverage and the maintenance of such coverage is consistent with the Servicing
Standard. Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid principal balance of the related Mortgage Loan or Serviced Whole
Loan, and (ii) the maximum amount of insurance which is available under the
National Flood Insurance Act of 1968, as amended. If the cost of any insurance
described above is not borne by the Mortgagor, the Servicer shall promptly make
a Servicing Advance for such costs (unless such advance is determined to be a
Nonrecoverable Servicing Advance).

            (e) During all such times as any REO Property (other than the
Mortgaged Property related to a Non-Serviced Mortgage Loan) shall be located in
a federally designated special flood hazard area, the Special Servicer will
cause to be maintained, to the extent available at commercially reasonable rates
(as determined by the Special Servicer in accordance with the Servicing
Standard), a flood insurance policy (if such insurance is required by FEMA)
meeting the requirements of the current guidelines of the Federal Insurance
Administration. Such flood insurance shall be in an amount equal to the lesser
of (i) the unpaid principal balance of the related Mortgage Loan or Serviced
Whole Loan, and (ii) the maximum amount of insurance which is available under
the National Flood Insurance Act of 1968, as amended. The cost of any such flood
insurance with respect to an REO Property shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.16(c) or, if the
amount on deposit therein is insufficient therefor, paid by the Servicer as a
Servicing Advance.

            (f) Within 45 days after the Closing Date, with respect to each of
the Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Whole
Loans covered by an Environmental Insurance Policy that are listed on Schedule 4
hereto, the Servicer shall notify the insurer under such Environmental Insurance
Policy and take all other action in accordance with the Servicing Standard for
the Trustee, on behalf of the Certificateholders (and, in the case of any
Serviced Whole Loan, the holders of any related Serviced Pari Passu Loan or
Serviced B Note) to be an insured (and for the Servicer, on behalf of the Trust
(and, in the case of any Serviced Whole Loan, the holders of any related
Serviced Pari Passu Loan or Serviced B Note), to make claims) under such
Environmental Insurance Policy. In the event the Servicer or the Special
Servicer has actual knowledge of any event (an "Insured Environmental Event")
giving rise to a claim under any Environmental Insurance Policy in respect of
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) covered thereby, the
Servicer or the Special Servicer (with respect to Specially Serviced Mortgage
Loans) shall, in accordance with the terms of such Environmental Insurance
Policy and the Servicing Standard, timely make a claim thereunder with the
appropriate insurer and shall take such other actions in accordance with the
Servicing Standard which are necessary under such Environmental Insurance Policy
in order to realize the full value thereof for the benefit of the
Certificateholders (and, in the case of any Serviced Whole Loan, the holders of
any related Serviced Pari Passu Loan or Serviced B Note). Any legal fees,
premiums or other out-of-pocket costs incurred in accordance with the Servicing
Standard under an Environmental Insurance Policy shall be paid by the Servicer
and shall be reimbursable to it as a Servicing Advance. With respect to each
Environmental Insurance Policy that relates to one or more Mortgage Loans, each
of the Servicer and the Special Servicer shall review and familiarize itself
with the terms and conditions relating to enforcement of claims and shall
monitor the dates by which any claim must be made or any action taken under such
policy to realize the full value thereof for the benefit of the
Certificateholders (and, in the case of any Serviced Whole Loan, the holders of
any related Serviced Pari Passu Loan or Serviced B Note) in the event either the
Servicer or the Special Servicer has actual knowledge of an Insured
Environmental Event giving rise to a claim under such policy. Any legal fees,
premiums or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with a resolution of such termination of an Environmental
Insurance Policy shall be paid by the Servicer and shall be reimbursable to it
as a Servicing Advance.

            In the event that the Servicer (with respect to any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan other than a
Specially Serviced Mortgage Loan) or the Special Servicer (with respect to any
Specially Serviced Mortgage Loan) receives notice of any termination of any
Environmental Insurance Policy that relates to one or more of the Mortgage Loans
or Serviced Whole Loans it is required to service hereunder, the Servicer or the
Special Servicer, as applicable, shall, within five Business Days after receipt
of such notice, notify the Servicer or Special Servicer, as applicable, the
Directing Certificateholder, the Rating Agencies, the Trustee (and, in the case
of any Serviced Whole Loan, the holders of any related Serviced Pari Passu Loan
or Serviced B Note) of such termination in writing. Upon receipt of such notice,
the Servicer or Special Servicer, as applicable, shall address such termination
in accordance with Section 3.07(a) in the same manner as it would the
termination of any other Insurance Policy required under the related loan
documents.

            Section 3.08 Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements.

            (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and Serviced Whole Loan which contains a provision in the nature of a
"due-on-sale" clause (including, without limitation, any clause which governs
sales or transfers of the Mortgaged Property (in full or in part) or the sale,
transfer, pledge or hypothecation of direct or indirect interests in the related
Mortgagor or its owners), which by its terms:

                  (i) provides that such Mortgage Loan or Serviced Whole Loan
            shall (or may at the mortgagee's option) become due and payable upon
            such sale, transfer, pledge or hypothecation;

                  (ii) provides that such Mortgage Loan or Serviced Whole Loan
            may not be assumed without the consent of the mortgagee in
            connection with any such sale or other transfer; or

                  (iii) provides that such Mortgage Loan or Serviced Whole Loan
            may be assumed or the related Mortgaged Property may be transferred
            without the consent of the mortgagee, provided certain conditions
            set forth in the Mortgage Loan documents are satisfied,

then, for so long as such Mortgage Loan or Serviced Whole Loan is serviced
pursuant to this Agreement, the Servicer upon receipt of notice of an action
that may affect the lender's rights with respect to such "due-on-sale" clause,
shall forward such notice, along with copies of the relevant loan documents, to
the Special Servicer and the Special Servicer, on behalf of the Trustee as the
mortgagee of record, shall subject to Section 3.11, exercise (or waive its right
to exercise) any right it may have with respect to such Mortgage Loan or
Serviced Whole Loan (x) to accelerate the payments thereon, (y) to withhold its
consent to any such sale or other transfer and (z) in the case of a
"due-on-sale" clause described in clause (a)(iii) above, to determine whether
the conditions set forth in the Loan Documents have been satisfied, in each case
in a manner consistent with the Servicing Standard.

            (b) As to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan which contains a provision in the nature of a
"due-on-encumbrance" clause (including, without limitation, any clause which
governs mezzanine financing of the related Mortgagor or the related Mortgaged
Property or any sale or transfer of preferred equity in the related Mortgagor or
its owners), which by its terms:

                  (i) provides that such Mortgage Loan or Serviced Whole Loan
            shall (or may at the mortgagee's option) become due and payable upon
            the creation of any additional lien or other encumbrance on the
            related Mortgaged Property or the direct or indirect equity interest
            in the related Mortgagor;

                  (ii) requires the consent of the mortgagee to the creation of
            any such additional lien or other encumbrance on the related
            Mortgaged Property or in the equity of the related Mortgagor; or

                  (iii) provides that such Mortgaged Property may be further
            encumbered without the consent of the mortgagee provided that
            certain conditions set forth in the related Mortgage Loan documents
            have been satisfied;

then, for so long as such Mortgage Loan or Serviced Whole Loan is serviced
pursuant to this Agreement, the Servicer upon receipt of notice of an action
that may affect the lender's rights with respect to such "due-on-encumbrance"
clause, shall forward such notice, along with copies of the relevant loan
documents, to the Special Servicer and the Special Servicer, on behalf of the
Trustee as the mortgagee of record, shall, subject to Section 3.11, exercise (or
waive its right to exercise) any right it may have with respect to such Mortgage
Loan or Serviced Whole Loan (x) to accelerate the payments thereon, (y) to
withhold its consent to the creation of any such additional lien or other
encumbrance, and (z) in the case of a "due-on-encumbrance" clause described in
clause (b)(iii) above, to determine whether the conditions set forth in the
Mortgage Loan documents have been satisfied, in each case in a manner consistent
with the Servicing Standard. The Servicer shall cooperate with the Special
Servicer and shall provide the Special Servicer with any additional information
from the related Mortgage File that the Special Servicer reasonably may request.

            (c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of any Mortgage Loan or Serviced Whole Loan it is required to service hereunder,
any sale or other transfer of the related Mortgaged Property or the creation of
any additional lien or other encumbrance with respect to such Mortgaged
Property.

            (d) Except as otherwise permitted by Section 3.20, neither the
Servicer nor the Special Servicer shall agree to modify, waive or amend any term
of any Mortgage Loan or Serviced Whole Loan in connection with the taking of, or
the failure to take, any action pursuant to this Section 3.08, other than the
identity of the Mortgagor pursuant to an assumption agreement.

            (e) Notwithstanding the foregoing, the Special Servicer shall not
waive any rights under a "due-on-sale" or "due-on-encumbrance" clause unless it
first obtains a written confirmation that such waiver would not cause the
downgrade, qualification or withdrawal of the then current rating assigned to
any of the Certificates from (i) S&P, with respect to any Mortgage Loan
(together with any Mortgage Loans cross-collateralized with such Mortgage Loans
but excluding any Non-Serviced Mortgage Loans) (A) with respect to any
"due-on-sale" clause of any Mortgage Loan, if the applicable Mortgage Loan (1)
represents 5% or more of the Stated Principal Balance of all of the Mortgage
Loans held by the Trust, (2) the Stated Principal Balance of such Mortgage Loan
is over $35,000,000 or (3) is one of the ten largest Mortgage Loans in the Trust
based on principal balance or (B) with respect to any "due-on-encumbrance"
clause if the applicable Mortgage Loan (1) represents 2% or more of the Stated
Principal Balance of all of the Mortgage Loans held by the Trust (or, 5% or more
if such Stated Principal Balance is less than $100,000,000), (2) has a principal
balance over $20,000,000, (3) is one of the ten largest Mortgage Loans based on
Stated Principal Balance, (4) has a Loan-to-Value Ratio (which includes
Additional Debt and proposed debt, if any) that is greater than or equal to 85%,
or (5) has a Debt Service Coverage Ratio (which includes debt service on
Additional Debt and proposed debt, if any) that is less than 1.2x, and (ii)
Fitch with respect to any Mortgage Loan (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans but excluding any Non-Serviced
Mortgage Loan) that represents one of the ten largest Mortgage Loans based on
Stated Principal Balance. Notwithstanding the foregoing, with respect to each
Serviced Pari Passu Loan, the Special Servicer shall not waive any rights under
a "due-on-sale" or "due-on-encumbrance" clause unless it first obtains a written
confirmation that such waiver would not cause the downgrade, qualification or
withdrawal of the then current rating assigned to any of any class of related
Serviced Pari Passu Loan Securities from any Rating Agencies rating such
Serviced Pari Passu Loan Securities. The Special Servicer shall provide copies
of any such waivers to each Rating Agency with respect to each Mortgage Loan and
with respect to each Specially Serviced Mortgage Loan. Any fee charged by each
Rating Agency in connection with rendering such written confirmation shall be
paid by the related Mortgagor as a condition of considering such waiver, unless
the related loan documents do not permit the lender to require payment of such
fees from the Mortgagor, in which case such fees shall be paid by the related
Mortgage Loan Seller in accordance with the provisions of the related Mortgage
Loan Purchase Agreement. The Special Servicer shall be responsible for obtaining
fees due to the Rating Agencies, as set forth in the preceding sentence. The
Special Servicer shall not permit a Mortgage Loan or Serviced Whole Loan to be
assumed unless the Special Servicer determines that such assumption is
consistent with the Servicing Standard and the loan documents. For a Mortgaged
Property located in California, in making such determination, the Special
Servicer, shall, among other things, take into account, subject to the Servicing
Standard and the loan documents, any increase in taxes assuming the transfer
occurs (using taxes based on a fully assessed number calculated off the proposed
purchase price). For a Mortgaged Property located in California, the Special
Servicer shall, compute a debt service coverage ratio for the Mortgage Loan
using leasing commissions, tenant improvement costs and capital expenditures
deducted from cash flow in amounts equal to the originator's underwritten
capital expenditure, tenant improvement and leasing commission items at
origination and taxes based on a fully assessed number calculated off the
proposed purchase price and shall provide copies of the results of such
calculations to S&P and Fitch showing a comparison of the recalculated debt
service coverage ratio versus the debt service coverage ratio at origination.

            Section 3.09 Realization Upon Defaulted Mortgage Loans.

            (a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which
efforts may include an REO Acquisition) the ownership of property securing the
Mortgage Loans (other than a Non-Serviced Mortgage Loan) or any Serviced Whole
Loan, as come into and continue in default as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.18 of this Agreement, and which are not released from the Trust Fund
pursuant to any other provision hereof. The foregoing is subject to the
provision that, in any case in which a Mortgaged Property (other than Mortgaged
Properties related to a Non-Serviced Mortgage Loan) shall have suffered damage
from an Uninsured Cause, the Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless the
Special Servicer has determined in its reasonable discretion that such
restoration will increase the net proceeds of liquidation of such Mortgaged
Property to the Certificateholders and, if a Serviced Whole Loan is involved,
the holders of any related Serviced Pari Passu Loan or Serviced B Note (as a
collective whole, taking into consideration that the Serviced B Note is
subordinate to the related Mortgage Loan and Serviced Pari Passu Loan) after
reimbursement to the Servicer for such Servicing Advance, and the Servicer has
determined that such Servicing Advance together with accrued and unpaid interest
thereon will be recoverable by the Servicer out of the proceeds of liquidation
of such Mortgaged Property, as contemplated in Section 3.05(a)(iv) and Section
3.05(e)(iv) if a Serviced Whole Loan is involved. The Special Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings (such costs and expenses to be advanced by the Servicer to the
Special Servicer as a Servicing Advance), provided that, in each case, such cost
or expense would not, if incurred, constitute a Nonrecoverable Servicing
Advance. Nothing contained in this Section 3.09 shall be construed so as to
require the Servicer or the Special Servicer, on behalf of the Trust, to make a
bid on any Mortgaged Property at a foreclosure sale or similar proceeding that
is in excess of the fair market value of such property, as determined by the
Servicer or the Special Servicer in its reasonable judgment taking into account
the factors described in Section 3.18(e) and the results of any Appraisal
obtained pursuant to the following sentence, all such bids to be made in a
manner consistent with the Servicing Standard. If and when the Special Servicer
or the Servicer deems it necessary and prudent for purposes of establishing the
fair market value of any Mortgaged Property securing a Defaulted Mortgage Loan
(other than a Non-Serviced Whole Loan), whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer or the Servicer, as the case may
be, is authorized to have an Appraisal performed with respect to such property
by an Independent MAI-designated appraiser the cost of which shall be paid by
the Servicer as a Servicing Advance, provided that, in each case, such cost or
expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

                  (i) such personal property is incident to real property
            (within the meaning of Section 856(e)(1) of the Code) so acquired by
            the Special Servicer; or

                  (ii) the Special Servicer shall have obtained an Opinion of
            Counsel (the cost of which shall be paid by the Servicer as a
            Servicing Advance) to the effect that the holding of such personal
            property by the Trust Fund will not cause the imposition of a tax on
            the Lower-Tier REMIC or the Upper-Tier REMIC under the REMIC
            Provisions or cause the Lower-Tier REMIC or the Upper-Tier REMIC to
            fail to qualify as a REMIC at any time that any Uncertificated
            Lower-Tier Interest or Certificate is outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Special Servicer nor the Servicer shall, on behalf of the Trustee
(and, in the case of a Mortgaged Property securing a Serviced Whole Loan, also
on behalf of the holders of any related Serviced Pari Passu Loan or Serviced B
Note), obtain title to a Mortgaged Property by foreclosure, in lieu of
foreclosure or otherwise, or take any other action with respect to any Mortgaged
Property, if, as a result of any such action, the Trustee, on behalf of the
Certificateholders (and, in the case of a Mortgaged Property securing a Serviced
Whole Loan, also on behalf of the holders of any related Serviced Pari Passu
Loan or Serviced B Note), would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law, unless
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously determined in accordance with the
Servicing Standard, based on an Environmental Assessment of such Mortgaged
Property performed by an Independent Person who regularly conducts Environmental
Assessments and performed within six months prior to any such acquisition of
title or other action, that:

                  (i) the Mortgaged Property is in compliance with applicable
            environmental laws and regulations or, if not, that taking such
            actions as are necessary to bring the Mortgaged Property in
            compliance therewith is reasonably likely to produce a greater
            recovery to the Certificateholders and, if a Serviced Whole Loan is
            involved, the holders of any related Serviced Pari Passu Loan or
            Serviced B Note (as a collective whole) on a net present value basis
            than not taking such actions, for such purposes taking into account
            any insurance coverage provided pursuant to any environmental
            insurance polices with respect to the related Mortgaged Property;
            and

                  (ii) there are no circumstances or conditions present at the
            Mortgaged Property relating to the use, management or disposal of
            Hazardous Materials for which investigation, testing, monitoring,
            containment, clean-up or remediation could be required under any
            applicable environmental laws and regulations or, if such
            circumstances or conditions are present for which any such action
            could be required, that taking such actions with respect to such
            Mortgaged Property is reasonably likely to produce a greater
            recovery to the Certificateholders and, if a Serviced Whole Loan is
            involved, the holders of any related Serviced Pari Passu Loan or
            Serviced B Note (as a collective whole) on a net present value basis
            than not taking such actions.

            The cost of any such Environmental Assessment shall be paid by the
Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the
preceding sentence shall be paid by the Servicer as a Servicing Advance, unless
it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust Fund (and, if a Serviced Whole Loan is involved, the holder of any
related Serviced Pari Passu Loan or Serviced B Note) and may be withdrawn by the
Servicer from the Certificate Account (and, if a Serviced Whole Loan is
involved, first from the applicable Serviced Whole Loan Custodial Account and
then from the Certificate Account) at the direction of the Special Servicer);
and if any such Environmental Assessment so warrants, the Special Servicer
shall, at the expense of the Trust Fund and if a Serviced Whole Loan is
involved, the holders of any related Serviced Pari Passu Loan or Serviced B
Note, perform such additional environmental testing as it deems necessary and
prudent to determine whether the conditions described in clauses (i) and (ii) of
the preceding sentence have been satisfied. The Special Servicer shall review
and be familiar with the terms and conditions relating to enforcing claims and
shall monitor the dates by which any claim or action must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform
any actions required under such policy) under each Environmental Insurance
Policy to receive the maximum proceeds available under such policy for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests) and, in the case of a Mortgaged Property
securing any Serviced Whole Loan, on behalf of the holders of any related
Serviced Pari Passu Loan or Serviced B Note (as a collective whole, taking into
consideration that the Serviced B Note is subordinate to the related Mortgage
Loan and Serviced Pari Passu Loan).

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan and (ii) there has been no
breach of any of the representations and warranties set forth in or required to
be made pursuant to Section 2 of each of the Mortgage Loan Purchase Agreements
for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Mortgage Loan pursuant to Section 3 of the applicable Mortgage
Loan Purchase Agreement or a claim could not be made under any Environmental
Insurance Policy, then the Special Servicer shall, subject to Sections 3.27 and
3.29, take such action as it deems to be in the best economic interest of the
Trust Fund and, if a Serviced Whole Loan is involved, the holders of any related
Serviced Pari Passu Loan or Serviced B Note (as a collective whole, taking into
consideration that the Serviced B Note is subordinate to the related Mortgage
Loan and Serviced Pari Passu Loan) (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized at such time as it deems
appropriate to release such Mortgaged Property from the lien of the related
Mortgage, provided that, if such Mortgage Loan has a then outstanding principal
balance of greater than $1,000,000, then prior to the release of the related
Mortgaged Property from the lien of the related Mortgage, (i) the Special
Servicer shall have notified the Rating Agencies, the Trustee, the Directing
Certificateholder, the holder of any Serviced Pari Passu Loan or Serviced B Note
(if such notice is required under the related Co-Lender Agreement) and the
Servicer in writing of its intention to so release such Mortgaged Property and
the basis for such intention, (ii) the Trustee shall notify the
Certificateholders in writing of the Special Servicer's intention to so release
such Mortgaged Property, (iii) the Holders of Certificates entitled to a
majority of the Voting Rights shall have consented to such release within 30
days of the Trustee's distributing such notice (failure to respond by the end of
such 30-day period being deemed consent) and (iv) the Special Servicer shall
have received written confirmation from each Rating Agency that such release
will not cause the downgrade, withdrawal or qualification of any of the
then-current ratings of any Class of Certificates and, if a Serviced Whole Loan
is involved, any class of Serviced Pari Passu Loan Securities. To the extent any
fee charged by each Rating Agency in connection with rendering such written
confirmation is not paid by the related Mortgagor, such fee is to be an expense
of the Trust or, if such information related to the ratings of any Serviced Pari
Passu Loan Securities, holders of the related Serviced Pari Passu Loan.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Directing Certificateholder
and the Servicer monthly regarding any actions taken by the Special Servicer
with respect to any Mortgaged Property securing a Defaulted Mortgage Loan as to
which the environmental testing contemplated in subsection (c) above has
revealed that either of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied, in each case until the earlier to
occur of satisfaction of both such conditions, repurchase of the related
Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of
the related Mortgage on such Mortgaged Property. The Servicer shall forward, or
cause to be forwarded all such reports to the Trustee. The Trustee shall forward
all such reports to each Rating Agency promptly following the receipt thereof
and the Certificateholders upon request.

            (f) For so long as LNR or any of its Affiliates is the Special
Servicer, the Special Servicer shall provide the Servicer with all information
regarding forgiveness of indebtedness required to be reported with respect to
any Mortgage Loan or Serviced Whole Loan which is abandoned or foreclosed and to
the extent that the Servicer has received such information, the Servicer shall
report to the Internal Revenue Service and the related Mortgagor, in the manner
required by applicable law, such information and the Servicer shall report, via
Form 1099C, all forgiveness of indebtedness to the extent such information has
been provided to the Servicer by the Special Servicer. If LNR or any of its
Affiliates is no longer the Special Servicer, the Special Servicer, with the
reasonable cooperation of the Servicer, shall report to the Internal Revenue
Service and the related Mortgagor, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property which is
abandoned or foreclosed and the Special Servicer shall report, via Form 1099C,
all forgiveness of indebtedness. The Servicer or the Special Servicer, as
applicable, shall deliver a copy of any such report to the Trustee and in the
case of the Special Servicer, the Servicer.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan or Serviced Whole Loan
permit such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Mortgage Loan or REO Property and the basis thereof. Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
delivered to the Trustee, the Directing Certificateholder, the holders of any
Serviced Pari Passu Loan or Serviced B Note, if such Final Recovery
Determination relates to the applicable Serviced Whole Loan (if such delivery is
required under the related Co-Lender Agreement), and the Servicer no later than
the next succeeding Determination Date.

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Mortgage Loan or Serviced Whole
Loan, or the receipt by the Servicer or the Special Servicer, as the case may
be, of a notification that payment in full shall be escrowed in a manner
customary for such purposes, the Servicer or Special Servicer, as the case may
be, will immediately notify the Trustee (and if applicable, the holder of any
Serviced Pari Passu Loan or Serviced B Note) and request delivery of the related
Mortgage File and if a Serviced Whole Loan is involved, the original Mortgage
Notes for the related Serviced Pari Passu Loan or Serviced B Note. Any such
notice and request shall be in the form of a Request for Release signed by a
Servicing Officer and shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the Certificate Account pursuant to Section 3.04(a) or the
applicable Serviced Whole Loan Custodial Account pursuant to Section 3.04(e) or
remitted to the Servicer to enable such deposit, have been or will be so
deposited. Within seven Business Days (or within such shorter period as release
can reasonably be accomplished if the Servicer or the Special Servicer notifies
the Trustee of an exigency) of receipt of such notice and request, the Trustee
shall release, or cause any related Custodian to release, the related Mortgage
File (and, in the case of any Serviced Whole Loan, the Trustee shall direct the
holders of any related Serviced Pari Passu Loan or Serviced B Note to release
the Mortgage Note for such Serviced Pari Passu Loan) or Serviced B Note to the
Servicer or Special Servicer, as the case may be. If an assignment of Mortgage,
assignment of Assignment of Leases, assignment of Security Agreement or
assignment of UCC Financing Statement has been recorded in the name of MERS or
its designee, the Servicer shall take all necessary action to reflect the
release of such assignment of Mortgage, assignment of Assignment of Leases,
assignment of Security Agreement or assignment of UCC Financing Statement on the
records of MERS. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be an expense of the Trustee or
chargeable to the Certificate Account or any Serviced Whole Loan Custodial
Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the Servicer or the Special Servicer shall deliver to the Trustee a
Request for Release signed by a Servicing Officer. Upon receipt of the
foregoing, the Trustee shall deliver or cause the related Custodian to deliver,
the Mortgage File (other than the documents referred to in clause (xix) of the
definition of "Mortgage File") or any document therein and if a Serviced Whole
Loan is involved, the original Mortgage Notes for the related Serviced Pari
Passu Loan or Serviced B Note to the Servicer or the Special Servicer (or a
designee), as the case may be. Upon return of such Mortgage File or such
document to the Trustee or the related Custodian, or the delivery to the Trustee
of a certificate of a Servicing Officer of the Servicer or the Special Servicer,
as the case may be, stating that such Mortgage Loan or Serviced Whole Loan was
liquidated and that all amounts received or to be received in connection with
such liquidation which are required to be deposited into the Certificate Account
pursuant to Section 3.04(a) or the applicable Serviced Whole Loan Custodial
Account pursuant to Section 3.04(e) have been or will be so deposited, or that
such Mortgage Loan has become an REO Property, the Trustee shall acknowledge
receipt of such Mortgage File or such certificate, as the case may be.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. The Special
Servicer shall be responsible for the preparation of all such documents and
pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.

            (d) If from time to time with respect to any Non-Serviced Mortgage
Loan, pursuant to the terms of the related Co-Lender Agreement and the related
Non-Serviced Mortgage Loan Pooling Agreement, and as appropriate for enforcing
the terms of the Non-Serviced Mortgage Loan, the related Non-Serviced Mortgage
Loan Servicer requests delivery to it of the original Mortgage Note for the
Non-Serviced Mortgage Loan, then the Trustee shall release or cause the release
of such original Mortgage Note to the related Non-Serviced Mortgage Loan
Servicer or its designee. In connection with the release of the original
Mortgage Note for the related Non-Serviced Mortgage Loan in accordance with the
preceding sentence, the Trustee shall only be required to deliver such Mortgage
Note to the related Non-Serviced Mortgage Loan Servicer upon delivery to the
Trustee of a custodial agreement which shall be reasonably satisfactory to the
parties thereto and which shall evidence the holding by the related Non-Serviced
Mortgage Loan Servicer of such original Mortgage Note as custodian on behalf of
and for the benefit of the Trustee.

            Section 3.11 Servicing Compensation.

            (a) As compensation for its activities hereunder, the Servicer shall
be entitled to receive the Servicing Fee with respect to each Mortgage Loan,
Serviced Pari Passu Loan, Serviced B Note and REO Loan. As to each such Mortgage
Loan, Serviced Pari Passu Loan, Serviced B Note and REO Loan, the Servicing Fee
shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan or Serviced
Pari Passu Loan, Serviced B Note or REO Loan and a 360-day year consisting of
twelve 30-day months. The Servicing Fee with respect to any such Mortgage Loan,
Serviced Pari Passu Loan, Serviced B Note or REO Loan shall cease to accrue if a
Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Serviced Pari Passu Loan, Serviced B Note and REO Revenues allocable as
interest on each REO Loan, and as otherwise provided by Sections 3.05(a) and
3.05(e). The Servicer shall be entitled to recover unpaid Servicing Fees in
respect of any such Mortgage Loan, Serviced Pari Passu Loan, Serviced B Note or
REO Loan out of that portion of related payments, Insurance Proceeds and
Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an
REO Loan) allocable as recoveries of interest, to the extent permitted by
Section 3.05(a) and 3.05(e). The right to receive the Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of
the Servicer's responsibilities and obligations under this Agreement.

            The Servicer shall not be required (subject, with respect to any
Serviced Whole Loan, to the terms of the related Co-Lender Agreement) to deposit
in the Certificate Account pursuant to Section 3.04(a) or the applicable
Serviced Whole Loan Custodial Account pursuant to Section 3.04(e), all
assumption, extension, modification, consent, waiver, earnout, defeasance and
similar fees, assumption application fees and other application and processing
fees, modification application fees and charges for beneficiary statements or
demands, and charges collected for checks returned for insufficient funds
received on or with respect to the Mortgage Loans that are not Specially
Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan and any
successor REO Loan).

            Of the fees set forth in the preceding paragraph, the Servicer shall
be entitled to retain as additional compensation:

                  (i) 100% of such modification, consent, waiver, earnout,
            defeasance, modification application fees and other application and
            processing fees (other than assumption application and processing
            fees) and similar fees (other than any assumption fees and
            assumption application fees, which are provided for below), to the
            extent the Servicer and not the Special Servicer, has performed the
            related modification, consent, waiver, earnout, defeasance or
            similar action, as applicable, in accordance with this Agreement (in
            particular, subject to the limitations on the modifications,
            consents and waivers that may be performed by the Servicer set forth
            in Section 3.20 of this Agreement);

                  (ii) 50% of all such assumption fees received on or with
            respect to the Mortgage Loans that are not Specially Serviced
            Mortgage Loans (other than any Non-Serviced Mortgage Loan and any
            successor REO Loan);

                  (iii) 100% of all such assumption application and processing
            fees; provided, however, that the Special Servicer shall be entitled
            to 50% of such assumption application and processing fees if the
            related assumption was not approved by the Special Servicer
            hereunder, or the related Mortgagor withdraws its assumption
            application or the requested assumption does not otherwise occur, in
            either case, after such application has been submitted to the
            Special Servicer; and

                  (iv) 100% of all check charges, fees and charges for
            beneficiary statements and demands for checks returned for
            insufficient funds with respect to the Mortgage Loans (other than
            the Non-Serviced Mortgage Loans);

in each case, to the extent that all amounts then due and payable with respect
to the related Mortgage Loan have been paid.

            The Servicer shall remit to the Special Servicer any of such fees
and amounts that the Servicer is not entitled to retain as set forth in the
previous sentence.

            The Special Servicer will not waive any assumption fees with respect
to any Mortgage Loan that is not a Specially Serviced Mortgage Loan without the
prior written consent of the Servicer. The fee payable to the Servicer for an
assumption of a Mortgage Loan that is not a Specially Serviced Mortgage Loan
shall be either the fee set forth in the loan documents relating to the
applicable Mortgage Loan or Serviced Whole Loan, or, if no assumption fee is so
specified (and to the extent not inconsistent with the loan documents), then
such fee shall be 1% of the outstanding Stated Principal Balance of such
Mortgage Loan on the date it is assumed. In the event that any non-Specially
Serviced Mortgage Loan is subject to both an assumption and a modification,
consent and/or waiver, then notwithstanding any such modification, consent
and/or waiver fee, the Servicer shall be entitled to receive and retain the
assumption fee determined as set forth in the preceding sentence. With respect
to any non-Specially Serviced Mortgage Loan, the Special Servicer shall remit to
the Servicer any assumption fees that it receives within one Business Day of
receipt thereof. In addition, the Servicer shall be entitled to retain as
additional servicing compensation any charges for processing Mortgagor requests,
beneficiary statements or demands and amounts collected for checks returned for
insufficient funds, in each case only to the extent actually paid by the related
Mortgagor and shall not be required to deposit such amounts in the Certificate
Account pursuant to Section 3.04(a). The Servicer shall also be entitled to
additional servicing compensation in the form of: (i) Penalty Charges received
on each Mortgage Loan and accrued during such time as such Mortgage Loan was not
a Specially Serviced Mortgage Loan, but only to the extent actually paid by the
related Mortgagor and only to the extent that all amounts then due and payable
with respect to the related Mortgage Loan (including interest on Advances) have
been paid and are not needed to first reimburse the Trust Fund for (A)
additional expenses that have been incurred by the Trust Fund (other than
Special Servicing Fees, Workout Fees and Liquidation Fees) in connection with
such Mortgage Loan that have been paid since the prior Determination Date and
(B) interest on Advances previously paid to the Servicer or Trustee, as
applicable, that has accrued since the prior Determination Date with respect to
the related Mortgage Loan; (ii) interest or other income earned on deposits
relating to the Trust Fund in the Certificate Account or any Serviced Whole Loan
Custodial Account in accordance with Section 3.06(b) (but only to the extent of
the Net Investment Earnings, if any, with respect to such account for each
period from any Distribution Date to the immediately succeeding P&I Advance
Date); (iii) interest earned on deposits in the Servicing Account which are not
required by applicable law or the related Mortgage Loan or Serviced Whole Loan
to be paid to the Mortgagor and (iv) Prepayment Interest Excesses not required
to be applied pursuant to Section 3.19. The Servicer shall be required to pay
out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any
amounts due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy insuring against hazard losses pursuant to Section
3.07), if and to the extent such expenses are not payable directly out of the
Certificate Account or if applicable, the Serviced Whole Loan Custodial Account,
and the Servicer shall not be entitled to reimbursement therefor except as
expressly provided in this Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and REO Loan (other than any Non-Serviced
Mortgage Loan and any successor REO Loan) with respect to which it is
responsible for servicing hereunder. As to each Specially Serviced Mortgage Loan
and REO Loan (other than any Non-Serviced Mortgage Loan and any successor REO
Loan), the Special Servicing Fee shall accrue from time to time at the Special
Servicing Fee Rate and shall be computed on the basis of the Stated Principal
Balance of such Specially Serviced Mortgage Loan and a 360 day year consisting
of twelve 30-day months and, in connection with any partial month interest
payment, for the same period respecting which any related interest payment due
on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is
computed. The Special Servicing Fee with respect to any Specially Serviced
Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in
respect thereof. The Special Servicing Fee shall be payable monthly, on a
loan-by-loan basis, to the extent permitted by Section 3.05(a) and Section
3.05(e). The right to receive the Special Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the Special
Servicer's responsibilities and obligations under this Agreement.

            The Special Servicer shall be entitled to retain (subject, with
respect to any Serviced Whole Loan, to the terms of the related Co-Lender
Agreement), and shall not be required to deposit in the Certificate Account
pursuant to Section 3.04(a) or the applicable Serviced Whole Loan Custodial
Account pursuant to Section 3.04(e), additional servicing compensation in the
form of:

                  (i) 50% of all assumption fees and 100% of all modification,
            consent, waiver, earnout, modification application fees, other
            application and processing fees and extension fees received on or
            with respect to the Mortgage Loans that are not Specially Serviced
            Mortgage Loans (other than any Non-Serviced Mortgage Loan and any
            successor REO Loan), to the extent that (A) such fees are paid by
            the Mortgagor on such Mortgage Loans that are not Specially Serviced
            Mortgage Loans; (B) all amounts then due and payable with respect to
            the related Mortgage Loan have been paid (including those payable to
            the Servicer pursuant to Section 3.11(a)); and (C) with respect to
            any modification, consent, waiver, earnout, modification application
            fees, other application and processing fees and similar fees, the
            Special Servicer, and not the Servicer, has performed the related
            modification, consent, waiver or similar action, as applicable, in
            accordance with this Agreement;

                  (ii) all assumption, assumption application, extension,
            modification, consent, waiver and earnout fees, and charges for
            beneficiary statements or demands, received on or with respect to
            any Specially Serviced Mortgage Loan or REO Loan with respect to
            which it is responsible for servicing hereunder, but only to the
            extent actually collected from the related Mortgagor and only to the
            extent that all amounts then due and payable with respect to the
            related Mortgage Loan (including those payable to the Servicer
            pursuant to Section 3.11(a)) have been paid; and

                  (iii) 50% of assumption application and processing fees with
            respect to the Mortgage Loans that are not Specially Serviced
            Mortgage Loans if the related assumption was not approved by the
            Special Servicer hereunder, or the related Mortgagor withdraws its
            assumption application or the requested assumption does not
            otherwise occur, in either case, after such application has been
            submitted to the Special Servicer;

in each case, only to the extent actually collected from the related Mortgagor
and only to the extent that all amounts then due and payable with respect to the
related Mortgage Loan (including those payable to the Servicer pursuant to
Section 3.11(a)) have been paid.

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected
Mortgage Loan which relates to a Specially Serviced Mortgage Loan that the
Servicer is responsible for servicing hereunder at the Workout Fee Rate on such
Mortgage Loan, Serviced Pari Passu Loan or Serviced B Note for so long as it
remains a Corrected Mortgage Loan (provided that the Servicer may verify that
the related Mortgagor's payments, if paid by check, are honored by the bank upon
which it was drawn prior to paying the Workout Fee). The Workout Fee with
respect to any such Corrected Mortgage Loan shall cease to be payable if such
Mortgage Loan, Serviced Pari Passu Loan or Serviced B Note again becomes a
Specially Serviced Mortgage Loan; provided that a new Workout Fee shall become
payable if and when such Mortgage Loan, Serviced Pari Passu Loan or Serviced B
Note again becomes a Corrected Mortgage Loan.

            If the Special Servicer is terminated or resigns, it shall retain
the right to receive any and all Workout Fees payable in respect of Mortgage
Loans, Serviced Pari Passu Loans or Serviced B Notes that became Corrected
Mortgage Loans prior to the time of that termination or resignation. The
successor special servicer will not be entitled to any portion of such Workout
Fees.

            A Liquidation Fee will be payable with respect to each Specially
Serviced Mortgage Loan as to which the Special Servicer receives any Liquidation
Proceeds subject to the exceptions set forth in the definition of Liquidation
Fee. A Liquidation Fee will also be payable with respect to each Mortgage Loan
that the related Mortgage Loan Seller has repurchased after the expiration of
the applicable time period provided for in the first sentence of Section
2.03(b). Notwithstanding anything to the contrary described above, no
Liquidation Fee will be payable based on, or out of, Liquidation Proceeds
received in connection with the purchase of (i) any Defaulted Mortgage Loan by
the Directing Certificateholder or the Special Servicer pursuant to Section
3.18(c), (ii) a Mortgage Loan included in a Serviced Whole Loan by a holder of a
related Serviced B Note pursuant to the related Co-Lender Agreement (unless the
related Mortgage Loan is purchased by the holder of the related Serviced B Note
more than 60 days after the date the purchase option becomes exercisable, to the
extent provided in the related Co-Lender Agreement; provided, however, that such
Liquidation Fee described in this clause (ii) shall in all circumstances be
payable by the holder of the related Serviced B Note and shall not, under any
circumstances, be payable out of the Trust); (iii) all of the Mortgage Loans and
REO Properties in connection with an optional termination of the Trust Fund
pursuant to Section 9.01 or (iv) a Mortgage Loan by a related mezzanine lender
pursuant to the related intercreditor agreement (unless (A) such Liquidation Fee
is not specifically prohibited under the related mezzanine intercreditor
agreement (provided that any future permitted mezzanine debt will require the
payment of a Liquidation Fee, to the extent not prohibited by the related
Mortgage Loan documents if the Mortgage Loan is not purchased within 60 days of
the date on which the related Purchase Option becomes exercisable) and (B) the
related Mortgage Loan is purchased by the related mezzanine lender more than 60
days after the date the related purchase option becomes exercisable; provided,
however, that such Liquidation Fee shall in all circumstances be payable by the
related mezzanine lender and shall not, under any circumstances, be payable out
of the Trust). If, however, Liquidation Proceeds are received with respect to
any Corrected Mortgage Loan and the Special Servicer is properly entitled to a
Workout Fee, such Workout Fee will be payable based on and out of the portion of
such Liquidation Proceeds that constitute principal and/or interest on such
Mortgage Loan or Serviced Whole Loan. Notwithstanding anything herein to the
contrary, the Special Servicer shall only be entitled to receive a Liquidation
Fee or a Workout Fee, but not both, with respect to proceeds on any Corrected
Mortgage Loan. In the event that (i) the Special Servicer has been terminated,
and (ii) either prior or subsequent to such termination, either (A) a Specially
Serviced Mortgage Loan was liquidated or modified pursuant to an action plan
submitted by the initial Special Servicer and approved (or deemed approved) by
the Directing Certificateholder, or (B) a Specially Serviced Mortgage Loan being
monitored by the Special Servicer subsequently became a Corrected Mortgage Loan,
then in either such event the Special Servicer shall be paid the related Workout
Fee or Liquidation Fee, as applicable, and the successor Special Servicer will
not be entitled to any portion of such Workout Fee or Liquidation Fee.

            The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges on Specially Serviced Mortgage Loans it is responsible
for servicing hereunder that accrued during such time as such Mortgage Loan or
Serviced Whole Loan was a Specially Serviced Mortgage Loan, but only to the
extent actually paid by the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Mortgage Loan (including
interest on Advances) have been paid and are not needed to first, (x) reimburse
the Trust Fund for additional Trust Fund expenses (other than Special Servicing
Fees, Workout Fees and Liquidation Fees) paid in connection with such Mortgage
Loan since the prior Determination Date and (y) reimburse interest on Advances
paid to the Servicer or Trustee, as applicable, that accrued with respect to the
related Mortgage Loan since the prior Determination Date. The Special Servicer
shall be required to pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO
Properties, due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy obtained by it insuring against hazard losses pursuant
to Section 3.07), if and to the extent such expenses are not expressly payable
directly out of the Certificate Account (or if a Serviced Whole Loan is
involved, first out of the applicable Serviced Whole Loan Custodial Account and
then out of the Certificate Account) or the applicable REO Account or as a
Servicing Advance, and the Special Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.

            (c) In determining the compensation of the Servicer or Special
Servicer, as applicable, with respect to Penalty Charges, on any Determination
Date, the aggregate Penalty Charges collected on any Mortgage Loan since the
prior Determination Date shall be applied to pay (i) the Servicer, the Special
Servicer or the Trustee for interest on Advances with respect to such related
Mortgage Loan, that accrued since the prior Determination Date and (ii) the
Trust Fund for any additional Trust Fund expenses with respect to such Mortgage
Loan (other than Special Servicing Fees, Workout Fees and Liquidation Fees) paid
since the prior Determination Date and not previously paid out of Penalty
Charges, and any Penalty Charges remaining thereafter shall be distributed pro
rata to the Servicer and the Special Servicer based upon the amount of Penalty
Charges the Servicer or the Special Servicer would otherwise have been entitled
to receive during such period with respect to such Mortgage Loan without any
such application. With respect to the Non-Serviced Mortgage Loans or any related
REO Property, the Special Servicer shall not be entitled to any Special
Servicing Fees, Workout Fees or Liquidation Fees.

            Section 3.12 Inspections; Collection of Financial Statements;
Delivery of Certain Reports.

            (a) The Servicer shall perform (at its own expense), or shall cause
to be performed (at its own expense), a physical inspection of each Mortgaged
Property securing a Mortgage Note (other than with respect to a Non-Serviced
Mortgage Loan) with a Stated Principal Balance (or allocated loan amount) of (a)
$2,000,000 or more, at least once every 12 months and (b) less than $2,000,000,
at least once every 24 months, in each case commencing in the calendar year
2007; provided, however, that if any scheduled payment becomes more than 60 days
delinquent on the related Mortgage Loan, the Special Servicer shall inspect or
cause to be inspected the related Mortgaged Property as soon as practicable (but
in no event more than 60 days) after such Mortgage Loan becomes a Specially
Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan
remains a Specially Serviced Mortgage Loan; provided, further, that the Servicer
shall not be required to perform or cause to be performed an inspection on a
Mortgaged Property if such Mortgaged Property has been inspected by the Servicer
or the Special Servicer within the preceding 12 months and the Servicer has no
actual knowledge of, or notice of, an event subsequent to the date of such
inspection that would materially affect the validity of such inspection. In
addition, with respect to each Specially Serviced Mortgage Loan, the Special
Servicer shall inspect the related Mortgaged Property as soon as practicable
after the Debt Service Coverage Ratio for such Mortgage Loan falls below 1.0x.
The cost of each such inspection by the Special Servicer shall be paid by the
Servicer as a Servicing Advance; provided, however, that if such Advance would
be a Nonrecoverable Advance, then the cost of such inspections shall be an
expense of the Trust Fund (and if a Serviced Whole Loan is involved, an expense
of the holders of any related Serviced Pari Passu Loan or Serviced B Note),
which expense shall first be reimbursed to the Trust Fund (and if a Serviced
Whole Loan is involved, the holders of any related Serviced Pari Passu Loan or
Serviced B Note) from Penalty Charges collected by the Special Servicer on such
Specially Serviced Mortgage Loan. The Special Servicer or the Servicer, as
applicable, shall prepare or cause to be prepared a written report of each such
inspection detailing the condition of the Mortgaged Property and specifying the
existence of (i) any vacancy in the Mortgaged Property that the preparer of such
report deems material, (ii) any sale, transfer or abandonment of the Mortgaged
Property of which it has actual knowledge, (iii) any adverse change in the
condition of the Mortgaged Property that the preparer of such report deems
material, (iv) any visible material waste committed on the Mortgaged Property
and (v) photographs of each inspected Mortgaged Property. The Special Servicer
and the Servicer shall deliver a copy of each such report prepared by the
Special Servicer and the Servicer, respectively, to the other, and, upon
request, to the Trustee within 30 days of the preparation of such report. Upon
request, the Trustee shall deliver a copy of each such report to each Holder of
a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificate
at such Holder's expense (which such request may state that such items be
delivered until further notice).

            (b) The Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the Servicer (in the case of any non-Specially Serviced
Mortgage Loan, other than the Non-Serviced Mortgage Loans) shall make reasonable
efforts to collect promptly from each related Mortgagor quarterly and annual
operating statements, budgets and rent rolls of the related Mortgaged Property,
and the quarterly and annual financial statements of such Mortgagor, whether or
not delivery of such items is required pursuant to the terms of the related
Mortgage, and each of the Servicer and Special Servicer, as applicable, shall
use reasonable efforts consistent with the Servicing Standard to enforce all
provisions of the loan documents relating to the submission of financial and
property information. In addition, the Special Servicer shall cause quarterly
and annual operating statements, budgets and rent rolls to be regularly prepared
in respect of each REO Property and shall collect all such items promptly
following their preparation. The Servicer and the Special Servicer shall each
deliver copies of all the foregoing items so collected by it to each other, and
upon request, the Trustee, the Depositor, the Underwriters, the Rating Agencies,
the holder of a Serviced B Note and the Mortgage Loan Sellers, in each case
within 45 days of its receipt thereof. The Trustee shall, upon request and to
the extent received, deliver copies of the foregoing items to the Controlling
Class Certificateholders or, to the extent the Certificate Registrar has
confirmed the Ownership Interest in Certificates held thereby, any Certificate
Owner, a copy (or image in suitable electronic media) of each such item prepared
by the Servicer or the Special Servicer.

            Beginning in June 2006 for quarter-end March 2006, within 45 days
after receipt by the Servicer of any annual or quarterly operating statements or
rent rolls with respect to any Mortgaged Property other than a Mortgaged
Property securing a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage
Loan or an REO Property and within 45 days after receipt by the Special Servicer
of any annual operating statements or rent rolls with respect to a Mortgaged
Property securing a Specially Serviced Mortgage Loan or REO Property the
Servicer or the Special Servicer, as applicable, shall, based upon such
operating statements or rent rolls received, prepare (or, if previously
prepared, update) the CMSA Operating Statement Analysis Report and the CMSA NOI
Adjustment Worksheet. All CMSA Operating Statements Analysis Reports shall be
maintained by the Servicer with respect to each Mortgaged Property other than a
Mortgaged Property securing a Specially Serviced Mortgage Loan or a Non-Serviced
Mortgage Loan or REO Property and by the Special Servicer with respect to any
Mortgaged Property securing a Specially Serviced Mortgage Loan or REO Property,
and the Servicer shall forward copies thereof (in each case, promptly following
the initial preparation and each material revision thereof) to the Trustee, the
Servicer or the Special Servicer, as applicable, and upon request, the
Underwriters, the Rating Agencies and the Mortgage Loan Sellers together with
the related operating statements or rent rolls. The Trustee shall, upon request
and to the extent such items have been delivered to the Trustee by the Servicer
or the Special Servicer, as applicable, deliver to any Certificateholder or, to
the extent the Certificate Registrar has confirmed the Ownership Interest in the
Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating
Statement Analysis Report (or update thereof) and the related operating
statement or rent rolls. The Servicer shall maintain a CMSA Operating Statement
Analysis Report with respect to each Mortgaged Property other than a Mortgaged
Property securing a Specially Serviced Mortgage Loan, the Non-Serviced Mortgaged
Property or REO Property and the Special Servicer shall maintain such report
with respect to each Mortgaged Property securing a Specially Serviced Mortgage
Loan or REO Property.

            (c) At or before 12:00 p.m. (New York City time) on the first
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Servicer the CMSA Special
Servicer Loan File (or such related data fields as are reasonably agreed to by
the Servicer and the Special Servicer) with respect to the Specially Serviced
Mortgage Loans and any REO Properties, providing the information required of the
Special Servicer in an electronic format, reasonably acceptable to the Servicer
as of such Determination Date.

            (d) (A) Not later than 2:00 p.m. (New York City time) on the first
Business Day before each Distribution Date with respect to clauses (i), (ii),
(iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) in this Section
3.12(d) and (B) not later than 1:00 p.m. (New York City time) on the second
Business Day before each Distribution Date with respect to clause (vi) in this
Section 3.12(d), the Servicer shall prepare and deliver or cause to be delivered
to the Trustee the following reports and data files: the most recent (i) CMSA
Delinquent Loan Status Report, (ii) CMSA Historical Liquidation Report, (iii)
CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) CMSA
REO Status Report, (v) CMSA Property File, (vi) CMSA Loan Periodic Update File,
(vii) CMSA Financial File, (viii) CMSA Comparative Financial Status Report, (ix)
CMSA Loan Level Reserve LOC Report, (x) CMSA Servicer Watch List report and (xi)
CMSA Advance Recovery Report, with respect to the reports specified in clauses
(i), (ii), (iii), (iv), (v), (vi), (ix) and (xi), to the extent that the most
recent CMSA Special Servicer Loan File has been received from the Special
Servicer at the time required pursuant to Section 3.12(d). All of the foregoing
reports shall contain information that is current as of such Determination Date;
provided, however, that notwithstanding anything to the contrary in Sections
3.12(c) or 3.12(d), neither the Servicer nor the Special Servicer shall be
required to prepare or deliver any of the files or reports comprising the CMSA
Investor Reporting Package (other than the CMSA Loan Periodic Update File)
before the first Business Day after the third Determination Date following the
Closing Date, and the Trustee shall not be obligated to deliver any such report
until provided by Servicer.

            (e) The Special Servicer shall deliver to the Servicer the items or
reports set forth in Section 3.12(b) and Section 3.12(c), and the Servicer shall
deliver to the Trustee the reports set forth in Section 3.12(b) and Section
3.12(d), in an electronic format (to the extent such report is prepared by the
Servicer and not forwarded by the applicable Mortgagor) reasonably acceptable to
the Special Servicer, the Trustee and the Servicer. The Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer pursuant to Section 3.12(c). The Trustee may, absent manifest error,
conclusively rely on the reports to be provided by the Servicer pursuant to
Section 3.12(b) and Section 3.12(d).

            In the case of information or reports to be furnished by the
Servicer to the Trustee pursuant to Section 3.12(b) and Section 3.12(d), to the
extent that such information or reports are, in turn, based on information or
reports to be provided by the Special Servicer pursuant to Section 3.12(b) or
Section 3.12(c) and to the extent that such information or reports are to be
prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or
Section 3.12(c) the Servicer shall have no obligation to provide such
information or reports to the Trustee until it has received the requisite
information or reports from the Special Servicer, and the Servicer shall not be
in default hereunder due to a delay in providing the information or reports
required by Section 3.12(b) or Section 3.12(d) caused by the Special Servicer's
failure to timely provide any information or report required under Section
3.12(b) or Section 3.12(c) of this Agreement, except that the Servicer shall be
responsible for timely providing all reports and data other than the information
or reports to be supplied solely by the Special Servicer.

            In the case of information or reports to be furnished by the
Servicer to the Trustee pursuant to Section 3.12(b) and Section 3.12(d), to the
extent that such information or reports are, in turn, based on information or
reports to be provided by the related Non-Serviced Mortgage Loan Servicer
pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement and to the extent that such information or reports are to be prepared
and delivered by the related Non-Serviced Mortgage Loan Servicer pursuant to the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Servicer
shall have no obligation to provide such information or reports to the Trustee
until it has received the requisite information or reports from such
Non-Serviced Mortgage Loan Servicer, and the Servicer shall not be in default
hereunder due to a delay in providing the information or reports required by
Section 3.12(b) or Section 3.12(d) caused by the related Non-Serviced Mortgage
Loan Servicer's failure to timely provide any information or report required
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement,
except that the Servicer shall be responsible for timely providing all reports
and data other than the information or reports to be supplied solely by the
related Non-Serviced Mortgage Loan Servicer.

            (f) Notwithstanding the foregoing, however, the failure of the
Servicer or Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section
3.12 to the extent the Servicer or Special Servicer so fails because such
disclosure, in the reasonable belief of the Servicer or the Special Servicer, as
the case may be, would violate any applicable law or any provision of a loan
document prohibiting disclosure of information with respect to the Mortgage
Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose
any such information or any additional information to any Person so long as such
disclosure is consistent with applicable law and the Servicing Standard. The
Servicer or the Special Servicer may affix to any information provided by it any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).

            (g) If the Servicer or the Special Servicer is required to deliver
any statement, report or information under any provision of this Agreement, the
Servicer or the Special Servicer, as the case may be, may satisfy such
obligation by (x) physically delivering a paper copy of such statement, report
or information, (y) delivering such statement, report or information in a
commonly used electronic format or (z) making such statement, report or
information available on the Servicer's or the Special Servicer's internet
website, unless this Agreement specifies a method of delivery; provided that any
items required to be delivered to the Trustee shall be delivered in the manner
provided in clause (x) or (y) above. Each of the Servicer and the Special
Servicer shall either (i) furnish to the Underwriters or (ii) make available to
the Underwriters on the Servicer's or Special Servicer's internet website (the
method of providing such information to be selected by the Servicer or the
Special Servicer, as applicable, at its option) all reports required to be
provided to holders of the Certificates compiled by either of them, as
applicable, pursuant to this Agreement if and as requested in writing by the
Underwriters under the same terms and conditions applicable to holders of the
Certificates.

            (h) The Servicer shall, with the reasonable cooperation of the
Special Servicer, prepare and file information returns with respect to reports
of foreclosures and abandonments of any Mortgaged Property and the information
returns relating to any Mortgaged Property securing a Mortgage Loan and, if
applicable, Serviced Pari Passu Loan or Serviced B Note required by Sections
6050J and 6050P of the Code and each year deliver to the Trustee an Officer's
Certificate stating that such reports have been filed. Such reports shall be in
form and substance sufficient to meet the reporting requirements imposed by
Sections 6050J and 6050P of the Code.

            Section 3.13 Reserved.

            Section 3.14 Reserved.

            Section 3.15 Access to Certain Information.

            Each of the Servicer and the Special Servicer upon request of the
Trustee shall provide or cause to be provided through the Trustee to any
Certificateholder or Certificate Owner or holder of any Serviced Pari Passu Loan
or Serviced B Note that is, or is affiliated with, a federally insured financial
institution, the Trustee, the Depositor, each Mortgage Loan Seller, each Rating
Agency, to the Servicer, or to the Special Servicer, as applicable, and to the
OTS, the FDIC, the Federal Reserve Board and the supervisory agents and
examiners of such boards and such corporations, and any other federal or state
banking or insurance regulatory authority that may exercise authority over any
Certificateholder or holder of any Serviced Pari Passu Loan, or Serviced B Note,
and to each Holder of a Class J, Class K, Class L, Class M, Class N, Class O or
Class P Certificate or holder of any Serviced Pari Passu Loan or Serviced B Note
access to any documentation regarding the Mortgage Loans or Serviced Whole Loans
and the Trust Fund within its control which may be required by this Agreement or
by applicable law. Such access shall be afforded without charge but upon
reasonable prior written request via e-mail or facsimile (where such form of
transmission is reasonably practicable) and during normal business hours at the
offices of the Trustee or the Servicer, designated by it; provided, however,
that Certificateholders, Certificate Owners and holder of any Serviced Pari
Passu Loan or Serviced B Note shall be required to pay their own photocopying
costs and execute a reasonable and customary confidentiality agreement with
respect to such information substantially in the form of Exhibit J. The failure
of the Servicer or the Special Servicer to provide access as provided in this
Section 3.15 as a result of a confidentiality obligation shall not constitute a
breach of this Section 3.15. The Servicer and the Special Servicer may each deny
any of the foregoing persons access to confidential information or any
intellectual property which the Servicer or the Special Servicer is restricted
by license or contract from disclosing. Notwithstanding the foregoing, the
Servicer and the Special Servicer shall make available to the foregoing persons
documentation regarding the Mortgage Loans and Serviced Whole Loans that is not
confidential, at the reasonable judgment of the Servicer or Special Servicer, as
the case may be, without requiring such person to execute a confidentiality
agreement and may make available non-confidential information and documentation
to any other person within the discretion of the Servicer or Special Servicer.

            Section 3.16 Title to REO Property; REO Accounts.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or a nominee thereof on
behalf of the Certificateholders and the Special Servicer, on behalf of the
Trust Fund (and, in the case of any Serviced Whole Loan, also on behalf of the
holders of any related Serviced Pari Passu Loan or Serviced B Note), shall sell
any REO Property as soon as commercially reasonable subject to the Servicing
Standard, but in any event prior to the close of the third calendar year
following the year in which the Trust Fund (and if applicable, the holders of
any related Serviced Pari Passu Loan or Serviced B Note) acquires ownership of
such REO Property, within the meaning of Treasury Regulations Section
1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the
Special Servicer either (i) is granted an extension of time (an "REO Extension")
by the Internal Revenue Service to sell such REO Property or (ii) obtains for
the Trustee, and the Servicer an Opinion of Counsel, addressed to the Trustee,
and the Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to the close of the third calendar year following the year
in which such acquisition occurred will not result in the imposition of taxes on
"prohibited transactions" of the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or
cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC
at any time that any Uncertificated Lower-Tier Interests or Certificates are
outstanding. If the Special Servicer is granted the REO Extension contemplated
by clause (i) of the immediately preceding sentence or obtains the Opinion of
Counsel contemplated by clause (ii) of the immediately preceding sentence, the
Special Servicer shall sell such REO Property within such longer period as is
permitted by such REO Extension or such Opinion of Counsel, as the case may be.
Any expense incurred by the Special Servicer in connection with its being
granted the REO Extension contemplated by clause (i) of the second preceding
sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of
the second preceding sentence, shall be an expense of the Trust Fund payable out
of the Certificate Account pursuant to Section 3.05(a) (or if a Serviced Whole
Loan is involved first out of, the applicable Serviced Whole Loan Custodial
Account pursuant to Section 3.05(e) and out of the Certificate Account pursuant
to Section 3.05(a)).

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more Pool REO Accounts,
held on behalf of the Trustee in trust for the benefit of the Certificateholders
and the Trustee (as holder of the Uncertificated Lower-Tier Interests) for the
retention of revenues and other proceeds derived from each REO Property. If such
REO Acquisition occurs with respect to any Mortgaged Property securing a
Serviced Whole Loan, the Special Servicer shall establish an REO Account solely
with respect to such property (a "Whole Loan REO Account"), to be held for the
benefit of the Certificateholders and the holder of any related Serviced Pari
Passu Loan or Serviced B Note. Each REO Account shall be an Eligible Account.
The Special Servicer shall deposit, or cause to be deposited, in the related REO
Account, within one Business Day after receipt, all REO Revenues, Insurance
Proceeds and Condemnation Proceeds and Liquidation Proceeds (net of all
Liquidation Expenses) received in respect of an REO Property into the related
REO Account. Funds in an REO Account may be invested in Permitted Investments in
accordance with Section 3.06. The Special Servicer shall give notice to the
Trustee and the Servicer (and if a Serviced Whole Loan is involved and if such
notice is required under the related Co-Lender Agreement, the related holder of
a Serviced B Note) of the location of an REO Account when first established and
of the new location of an REO Account prior to any change thereof.

            (c) The Special Servicer shall withdraw from the related REO Account
funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of
amounts on deposit in the applicable REO Account relating to such REO Property.
On each Determination Date, the Special Servicer shall withdraw from each REO
Account and deposit into the Certificate Account or the applicable Serviced
Whole Loan Custodial Account, as applicable, the aggregate of all amounts
received in respect of each REO Property on or prior to such Determination Date,
net of (i) any withdrawals made out of such amounts pursuant to the preceding
sentence and (ii) Net Investment Earnings on amounts on deposit in such REO
Account; provided, however, that the Special Servicer may retain in such REO
Account, in accordance with the Servicing Standard, such portion of such balance
as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the
related REO Property. For purposes of the foregoing, the Pool REO Account and a
Whole Loan REO Account correspond to the Certificate Account and the related
Serviced Whole Loan Custodial Account, respectively. In addition, on each
Determination Date, the Special Servicer shall provide the Servicer with a
written accounting of amounts deposited in the Certificate Account or the
Serviced Whole Loan Custodial Account, as applicable, on such date.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, an REO Account pursuant to Section 3.16(b) or (c).

            Section 3.17 Management of REO Property.

            (a) If title to any REO Property is acquired, the Special Servicer
shall cause such REO Property to be managed, conserved, protected, operated and
leased for the benefit of the Certificateholders and the Trustee (as holder of
the Uncertificated Lower-Tier Interests) (and, in the case of any Serviced Whole
Loan, also for the benefit of the holders of any related Serviced Pari Passu
Loan or Serviced B Note (as a collective whole)) solely for the purpose of its
timely disposition and sale in a manner that does not cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code or result in the receipt by the Trust Fund of any "income
from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the
Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the
Special Servicer shall have full power and authority to do any and all things in
connection therewith as are in the best interests of and for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests) and, if a Serviced Whole Loan is involved, also for the benefit of
the holders of any related Serviced Pari Passu Loan or Serviced B Note (as a
collective whole) (as determined by the Special Servicer in its good faith and
reasonable judgment in accordance with the Servicing Standard). Subject to this
Section 3.17, the Special Servicer may allow the Trust Fund to earn "net income
from foreclosure property" within the meaning of Code Section 860G(c) if it
determines that earning such income is in the best interests of
Certificateholders on a net after-tax basis as compared with net leasing such
REO Property or operating such REO Property on a different basis. In connection
therewith, the Special Servicer shall deposit or cause to be deposited on a
daily basis (and in no event later than one Business Day following receipt of
such funds) in the applicable REO Account all revenues received by it with
respect to each REO Property and the related REO Loan, and shall withdraw from
the applicable REO Account, to the extent of amounts on deposit therein with
respect to such REO Property, funds necessary for the proper operation,
management, leasing, maintenance and disposition of such REO Property,
including, without limitation:

                  (i) all insurance premiums due and payable in respect of such
            REO Property;

                  (ii) all real estate taxes and assessments in respect of such
            REO Property that may result in the imposition of a lien thereon;

                  (iii) any ground rents in respect of such REO Property, if
            applicable; and

                  (iv) all costs and expenses necessary to maintain, lease and
            dispose of such REO Property.

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses
(i)-(iv) above with respect to such REO Property, the Servicer shall advance
from its own funds such amount as is necessary for such purposes unless (as
evidenced by an Officer's Certificate delivered to the Trustee and the
Depositor) such advances would, if made, constitute Nonrecoverable Servicing
Advances in which case, the Servicer shall make such payment from amounts held
in the Certificate Account (or if a Serviced Whole Loan is involved, first out
of the applicable Serviced Whole Loan Custodial Account and then out of the
Certificate Account) if directed to do so by the Special Servicer. The Special
Servicer shall direct the Servicer to make such payment if it is necessary to
preserve the related Mortgaged Property and the payment of such amount would be
in the best interest of the Certificateholders and in the case of any Serviced
Whole Loan, the holders of any related Serviced Pari Passu Loan or Serviced B
Note (as a collective whole, taking into consideration that the Serviced B Note
is subordinate to the related Mortgage Loan and Serviced Pari Passu Loan). The
Special Servicer shall give the Servicer and the Trustee not less than five
Business Days' notice, together with all information reasonably requested by the
Servicer (upon which the Servicer may conclusively rely) and available to the
Special Servicer before the date on which the Servicer is requested to make any
Servicing Advance with respect to an REO Property; provided, however, that only
three Business Days' notice shall be required in respect of Servicing Advances
required to be made on an urgent or emergency basis (which may include, without
limitation, Servicing Advances required to make tax or insurance payments).

            (b) Without limiting the generality of the foregoing, the Special
Servicer shall not:

                  (i) permit the Trust Fund to enter into, renew or extend any
            New Lease with respect to any REO Property, if the New Lease by its
            terms will give rise to any income that does not constitute Rents
            from Real Property;

                  (ii) permit any amount to be received or accrued under any New
            Lease other than amounts that will constitute Rents from Real
            Property;

                  (iii) authorize or permit any construction on any REO
            Property, other than the completion of a building or other
            improvement thereon, and then only if more than 10% of the
            construction of such building or other improvement was completed
            before default on the related Mortgage Loan or Serviced Whole Loan
            became imminent, all within the meaning of Section 856(e)(4)(B) of
            the Code; or

                  (iv) Directly Operate, or allow any other Person, other than
            an Independent Contractor, to Directly Operate, any REO Property on
            any date more than 90 days after its acquisition date;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance)
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel.

            (c) The Special Servicer may, and to the extent necessary to (i)
preserve the status of the REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions shall, contract
with any Independent Contractor for the operation and management of any REO
Property within 30 days of the acquisition date thereof, provided that:

                  (i) the terms and conditions of any such contract may not be
            inconsistent herewith and shall reflect an agreement reached at
            arm's length;

                  (ii) the fees of such Independent Contractor (which shall be
            an expense of the Trust Fund unless a Serviced Whole Loan is
            involved, in which case such fees shall be netted out of collections
            on the REO Property prior to being remitted to the Special Servicer)
            shall be reasonable and customary in light of the nature and
            locality of the Mortgaged Property;

                  (iii) any such contract shall require, or shall be
            administered to require, that the Independent Contractor (A) pay all
            costs and expenses incurred in connection with the operation and
            management of such REO Property, including, without limitation,
            those listed in subsection (a) hereof, and (B) remit all related
            revenues collected (net of its fees and such costs and expenses) to
            the Special Servicer upon receipt;

                  (iv) none of the provisions of this Section 3.17(c) relating
            to any such contract or to actions taken through any such
            Independent Contractor shall be deemed to relieve the Special
            Servicer of any of its duties and obligations hereunder with respect
            to the operation and management of any such REO Property; and

                  (v) the Special Servicer shall be obligated with respect
            thereto to the same extent as if it alone were performing all duties
            and obligations in connection with the operation and management of
            such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

            (d) When and as necessary, the Special Servicer shall send to the
Trustee and the Servicer a statement prepared by the Special Servicer setting
forth the amount of net income or net loss, as determined for federal income tax
purposes, resulting from the operation and management of a trade or business on,
the furnishing or rendering of a non-customary service to the tenants of, or the
receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Sections 3.17(a) and 3.17(b).

            Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties.

            (a) The Servicer or the Special Servicer may sell or purchase, or
permit the sale or purchase of, a Mortgage Loan or REO Property only on the
terms and subject to the conditions set forth in this Section 3.18 or as
otherwise expressly provided in or contemplated by Section 2.03(b) and Section
9.01, in a Co-Lender Agreement or in the related Non-Serviced Mortgage Loan
Pooling Agreement or, in the case of a Mortgage Loan or Whole Loan with a
related mezzanine loan, pursuant to the terms of the related mezzanine
intercreditor agreement.

            (b) Within 60 days after a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) becomes a Defaulted Mortgage Loan, the Special Servicer shall
determine the fair value of such Mortgage Loan in accordance with the Servicing
Standard; provided, however, that such determination shall be made without
taking into account any effect the restrictions on the sale of such Mortgage
Loan contained herein may have on the value of such Defaulted Mortgage Loan;
provided, further, that if the Special Servicer is then in the process of
obtaining a new Appraisal with respect to the related Mortgaged Property, the
Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within thirty (30) days) after its receipt of such
new Appraisal. The Special Servicer is required to recalculate, from time to
time (in accordance with the Servicing Standard), its determination of the fair
value of a Defaulted Mortgage Loan based upon changed circumstances, new
information or otherwise, in accordance with the Servicing Standard, but not
less frequently than every 90 days. The Special Servicer shall notify the
Trustee, the Servicer, each Rating Agency and the Directing Certificateholder
and if a Serviced Whole Loan is involved, the holders of the related Serviced
Pari Passu Loans and Serviced B Notes promptly upon its fair value determination
and any adjustment thereto. In determining the fair value of any Defaulted
Mortgage Loan, the Special Servicer shall take into account, among other
factors, the period and amount of the delinquency on such Mortgage Loan, the
occupancy level and physical condition of the related Mortgaged Property, the
state of the local economy in the area where the Mortgaged Property is located,
and the time and expense associated with a purchaser's foreclosing on the
related Mortgaged Property. In addition, the Special Servicer shall refer to all
other relevant information obtained by it or otherwise contained in the Mortgage
File; provided that the Special Servicer shall take account of any change in
circumstances regarding the related Mortgaged Property known to the Special
Servicer that has occurred subsequent to, and that would, in the Special
Servicer's reasonable judgment, materially affect the value of the related
Mortgaged Property reflected in the most recent related Appraisal. Furthermore,
the Special Servicer shall consider available objective third-party information
obtained from generally available sources, as well as information obtained from
vendors providing real estate services to the Special Servicer, concerning the
market for distressed real estate loans and the real estate market for the
subject property type in the area where the related Mortgaged Property is
located. The Special Servicer may retain, at the expense of the Trust Fund, an
independent third-party to assist the Special Servicer in determining the fair
value of a Defaulted Mortgage Loan. In addition, if the Defaulted Mortgage Loan
is included in a Serviced Whole Loan, the Special Servicer shall likewise
calculate the fair value of any related Serviced Pari Passu Loan in the manner
set forth above. The Special Servicer shall notify the holder of each Serviced
Pari Passu Loan of the value of such Serviced Pari Passu Loan.

            The Non-Serviced Mortgage Loan Pooling Agreement contains provisions
requiring the Non-Serviced Mortgage Loan Special Servicer to determine the fair
value of the related Non-Serviced Mortgage Loan under substantially similar,
although not necessarily identical, circumstances.

            The parties hereto agree and acknowledge that the fair value of each
Non-Serviced Mortgage Loan will be calculated by the related Non-Serviced
Mortgage Loan Special Servicer pursuant to the terms of the related Non-Serviced
Mortgage Loan Pooling Agreement.

            (c) Subject to the terms set forth in Section 2.03, in the event a
Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes a Defaulted
Mortgage Loan, each of the Directing Certificateholder and the Special Servicer
(subject, in the case of any Mortgage Loan included in a Whole Loan or subject
to mezzanine debt, to any rights to purchase such Defaulted Mortgage Loan set
forth in the related Co-Lender Agreement or mezzanine intercreditor agreement)
shall have an assignable option (a "Purchase Option") to purchase such Defaulted
Mortgage Loan from the Trust Fund at a price (the "Option Price") equal to (i)
the Purchase Price, if the Special Servicer has not yet determined the fair
value of the Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted
Mortgage Loan as determined by the Special Servicer in the manner described in
Section 3.18(b) and in accordance with the Servicing Standard, if the Special
Servicer has made such fair value determination. Any holder of a Purchase Option
may sell, transfer, assign or otherwise convey its Purchase Option with respect
to any Defaulted Mortgage Loan to any party at any time after the related
Mortgage Loan becomes a Defaulted Mortgage Loan. The transferor of any Purchase
Option shall notify the Trustee, the Special Servicer and the Servicer of such
transfer and such notice shall include the transferee's name, address, telephone
number, facsimile number and appropriate contact person(s) and shall be
acknowledged in writing by the transferee. Notwithstanding the foregoing, the
Directing Certificateholder shall have the right to exercise its Purchase Option
prior to any exercise of the Purchase Option by the Special Servicer; provided,
however, if the Purchase Option is not exercised by the Directing
Certificateholder or any assignee thereof within 60 days of a Mortgage Loan
becoming a Defaulted Mortgage Loan, then the Special Servicer shall have the
right to exercise its Purchase Option prior to any exercise by the Directing
Certificateholder and the Special Servicer or its assignee may exercise such
Purchase Option at any time during the fifteen day period immediately following
the expiration of such 60-day period. Following the expiration of such fifteen
day period, the Directing Certificateholder shall again have the right to
exercise its Purchase Option prior to any exercise of the Purchase Option by the
Special Servicer.

            If not exercised earlier, the Purchase Option with respect to any
Defaulted Mortgage Loan will automatically terminate (i) once the related
Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan; provided,
however, that if such Mortgage Loan subsequently becomes a Defaulted Mortgage
Loan, the related Purchase Option shall again be exercisable after a new fair
value calculation is made pursuant to clause (b) above, (ii) upon the
acquisition, by or on behalf of the Trust Fund, of title to the related
Mortgaged Property through foreclosure or deed in lieu of foreclosure, (iii) the
modification or pay-off, in full or at a discount, of such Defaulted Mortgage
Loan in connection with a workout or (iv) upon a repurchase of a Defaulted
Mortgage Loan by the applicable Mortgage Loan Seller due to the Mortgage Loan
Seller's breach of a representation with respect to such Defaulted Mortgage
Loan.

            With respect to any Mortgage Loan included in a Serviced Whole Loan,
the party that exercises the foregoing Purchase Option shall only be entitled to
purchase such Mortgage Loan and not any related Serviced Pari Passu Loan or
Serviced B Note.

            (d) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has become a Defaulted
Mortgage Loan, the holder (whether the original grantee of such option or any
subsequent transferee) of the Purchase Option may exercise the Purchase Option
by providing the Servicer, the Special Servicer and the Trustee at least five
days prior written notice thereof (the "Purchase Option Notice"), in the form of
Exhibit M, which notice shall identify the Person that, on its own or through an
Affiliate, will acquire the related Mortgage Loan upon closing and shall specify
a cash exercise price at least equal to the Option Price. The Purchase Option
Notice shall be delivered in the manner specified in Section 3.18(c). The
exercise of any Purchase Option pursuant to this clause (d) shall be
irrevocable.

            (e) If the Directing Certificateholder, Special Servicer or any of
their respective Affiliates is identified in the Purchase Option Notice as the
Person expected to acquire the related Mortgage Loan, the Servicer (other than
with respect to a Non-Serviced Mortgage Loan) shall determine the fair value and
may retain a Qualified Appraiser or other Independent third party (at the
expense of the Trust) that the Servicer reasonably believes has the requisite
experience to assist it to determine the fair value (such person, the "Third
Party Appraiser") and obtain from such third party a determination as soon as
reasonably practicable (and, in any event, within forty-five (45) days) after
the Servicer has received the written notice, of whether the Option Price
represents fair value for the Defaulted Mortgage Loan; provided that, if the
Servicer is then in the process of obtaining a new Appraisal with respect to the
related Mortgaged Property, then the Third Party Appraiser retained by the
Servicer shall make its fair value determination with respect to such Mortgage
Loan as soon as reasonably practicable (but in any event within forty-five (45)
days) after the Servicer's receipt of such new Appraisal. Such fair value
determination made by the Servicer shall be made in accordance with the
Servicing Standard; provided that, absent manifest error, the Servicer may
conclusively rely on the opinion of the Third Party Appraiser in making such
determination; provided that, in choosing such Third Party Appraiser the
Servicer shall use reasonable care in accordance with the Servicing Standard. In
determining the fair value of any Defaulted Mortgage Loan, the Third Party
Appraiser retained by the Servicer shall take into account, among other factors,
the period and amount of the delinquency on such Mortgage Loan, the occupancy
level and physical condition of the related Mortgaged Property, the state of the
local economy in the area where the Mortgaged Property is located, and the time
and expense associated with a purchaser's foreclosing on the related Mortgaged
Property. In addition, the Third Party Appraiser retained by the Servicer shall
refer to the Servicing Standard and all other relevant information delivered to
it by the Servicer or otherwise contained in the Mortgage File; provided that
the Third Party Appraiser retained by the Servicer shall take account of any
known change in circumstances regarding the related Mortgaged Property that has
occurred subsequent to, and that would, in its reasonable judgment, materially
affect the value of the related Mortgaged Property. Furthermore, the Third Party
Appraiser retained by the Servicer shall consider all available objective
third-party information obtained from generally available sources, concerning
the market for distressed real estate loans and the real estate market for the
subject property type in the area where the related Mortgaged Property is
located. The Third Party Appraiser retained by the Servicer may rely on the
opinion and reports of other parties in making such determination and on the
most current Appraisal obtained for the related Mortgaged Property pursuant to
this Agreement. The costs of the Third Party Appraiser and all appraisals,
inspection reports and broker opinions of value, reasonably incurred by such
Third Party Appraiser or otherwise incurred pursuant to this subsection shall be
advanced by the Servicer and shall constitute, and be reimbursable as, Servicing
Advances (or if such advance is deemed to be a Nonrecoverable Advance such costs
shall be reimbursable as Trust Fund expenses from the Certificate Account
pursuant to Section 3.05(a) and if a Serviced Whole Loan is involved, the
related Serviced Whole Loan Custodial Account pursuant to Section 3.05(e)). The
other parties to this Agreement shall cooperate with all reasonable requests for
information.

            (f) Unless and until (i) the Purchase Option with respect to a
Defaulted Mortgage Loan is exercised or (ii) the Defaulted Mortgage Loan is
purchased by the holder of any related B Note, subject to Section 3.29, the
Special Servicer shall pursue such other resolution strategies available
hereunder with respect to such Defaulted Mortgage Loan, including, without
limitation, workout and foreclosure, as the Special Servicer may deem
appropriate consistent with the Servicing Standard; provided, however, the
Special Servicer will not be permitted to sell the Defaulted Mortgage Loan other
than (x) in connection with the exercise of the related Purchase Option, (y) by
operation of Section 2.03(b) or Section 9.01 or (z) pursuant to a related
Co-Lender Agreement or the related mezzanine intercreditor agreement. With
respect to any Serviced Whole Loan, in the event that the related Mortgage Loan
has become a Defaulted Mortgage Loan, the Special Servicer may (subject to the
written consent of each affected holder of any related Serviced Pari Passu Loans
and Serviced B Note), but shall not be required to, sell any related Serviced
Pari Passu Loans and Serviced B Notes in connection with a sale of such
Defaulted Mortgage Loan.

            (g) In the event that title to any REO Property is acquired by the
Trust in respect of any Defaulted Mortgage Loan, the deed or certificate of sale
shall be issued to the Trust, the Trustee or to its nominees on behalf of the
Certificateholders and, if a Serviced Whole Loan is involved, the holders of any
related Serviced Pari Passu Loan or Serviced B Note. Subject to Section 3.29,
the Special Servicer, after notice to the Directing Certificateholder (and, if
applicable and if such notice is required under the related Co-Lender Agreement,
the holder of the related Serviced Pari Passu Loan or Serviced B Note), shall
use its reasonable best efforts to sell any REO Property as soon as practicable
in accordance with Section 3.16(a). If the Special Servicer on behalf of the
Trustee has not received an REO Extension or an Opinion of Counsel described in
Section 3.16(a) and the Special Servicer is not able to sell such REO Property
within the period specified above, or if an REO Extension has been granted and
the Special Servicer is unable to sell such REO Property within the extended
time period, the Special Servicer shall, after consultation with the Directing
Certificateholder, before the end of such period or extended period, as the case
may be, auction the REO Property to the highest bidder (which may be the Special
Servicer) in accordance with the Servicing Standard. The Special Servicer shall
give the Directing Certificateholder, the Servicer and the Trustee not less than
five days' prior written notice of its intention to sell any REO Property, and
in respect of such sale, the Special Servicer shall offer such REO Property in a
commercially reasonable manner. Where any Interested Person is among those
bidding with respect to an REO Property, the Special Servicer shall require that
all bids be submitted in writing and be accompanied by a refundable deposit of
cash in an amount equal to 5% of the bid amount. If the Special Servicer intends
to bid on any REO Property, (i) the Special Servicer shall notify the Trustee of
such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust
(and if a Serviced Whole Loan is involved, the holders of any related Serviced
Pari Passu Loan or Serviced B Note) an Appraisal of such REO Property and (iii)
the Special Servicer shall not bid less than the greater of (a) the fair market
value set forth in such Appraisal or (b) the Purchase Price. In the case of the
Trust's beneficial interest in a Mortgaged Property acquired under a
Non-Serviced Mortgage Loan Pooling Agreement, the Special Servicer shall
coordinate with the Non-Serviced Mortgage Loan Special Servicer with respect to
any REO Extension on behalf of the Lower-Tier REMIC.

            (h) Subject to the REMIC Provisions and Section 3.29, the Special
Servicer shall act on behalf of the Trust (and, if applicable and if such notice
is required under the related Co-Lender Agreement, the holder of the related
Serviced Pari Passu Loan or Serviced B Note) in negotiating and taking any other
action necessary or appropriate in connection with the sale of any REO Property
or the exercise of a Purchase Option, including the collection of all amounts
payable in connection therewith. Notwithstanding anything to the contrary
herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may bid for or purchase any REO Property or purchase any Defaulted
Mortgage Loan. Any sale of a Defaulted Mortgage Loan (pursuant to a Purchase
Option) or an REO Property shall be without recourse to, or representation or
warranty by, the Trustee, the Depositor, the Special Servicer, the Servicer, any
Mortgage Loan Seller or the Trust. Notwithstanding the foregoing, nothing herein
shall limit the liability of the Special Servicer to the Trust and the
Certificateholders (and, if a Serviced Whole Loan is involved, to the holders of
any related Serviced Pari Passu Loan or Serviced B Note) for failure to perform
its duties in accordance herewith. None of the Special Servicer, the Servicer,
the Depositor or the Trustee shall have any liability to the Trust or any
Certificateholder with respect to the price at which a Defaulted Mortgage Loan
is sold if the sale is consummated in accordance with the terms of this
Agreement.

            (i) Upon exercise of a Purchase Option, the holder of such Purchase
Option shall be required to pay the purchase price specified in its Purchase
Option Notice to the Servicer within 10 Business Days of exercising its Purchase
Option. The proceeds of any sale of a Defaulted Mortgage Loan, after deduction
of the expenses of such sale incurred in connection therewith, shall be
deposited by the Servicer within one Business Day of receipt in the Certificate
Account.

            (j) Notwithstanding anything herein to the contrary, the Servicer
and the Special Servicer shall not take or refrain from taking any action
pursuant to instructions from the Directing Certificateholder or, if a Serviced
Whole Loan is involved, the holders of any related Serviced Pari Passu Loans and
Serviced B Notes or would cause it to violate applicable law, any term of the
related loan documents or any term or provision of this Agreement, including the
REMIC Provisions and the Servicing Standard.

            (k) The amount paid for a Defaulted Mortgage Loan or related REO
Property purchased under this Agreement shall be deposited into the Certificate
Account. Upon receipt of an Officers' Certificate from the Servicer to the
effect that such deposit has been made, the Trustee shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be provided to it and are reasonably necessary to vest in the purchaser of
such Defaulted Mortgage Loan or related REO Property ownership of the Defaulted
Mortgage Loan or REO Property. The Custodian, upon receipt of a Request for
Release, shall release or cause to be released to the Servicer or Special
Servicer the related Mortgage File. In connection with any such purchase, the
Special Servicer shall deliver the related Mortgage File and the Credit File (to
the extent such documents were delivered to such Special Servicer pursuant to
this Agreement) to the purchaser of a Defaulted Mortgage Loan or related REO
Property.

            (l) Notwithstanding anything to the contrary herein, each holder of
a Serviced B Note shall be entitled to purchase the related Mortgage Loan in
accordance with the terms and conditions set forth in the related Co-Lender
Agreement, even after it has been purchased out of the Trust Fund pursuant to
this Section 3.18; provided, that the Purchase Option has not expired under the
terms of the related Co-Lender Agreement. So long as the related Mortgage Loan
is subject to this Agreement, the Servicer or the Special Servicer, as
applicable (in the case of such Mortgage Loans) and the related Non-Serviced
Mortgage Loan Servicer or Non-Serviced Mortgage Loan Special Servicer, as
applicable, (in the case of the Non-Serviced Mortgage Loans), shall determine
the price to be paid in accordance with the terms of the related Co-Lender
Agreement in connection with any such purchase and shall provide such notices to
the related holder of such Serviced B Note as are required by the related
Co-Lender Agreement in connection with such holder's purchase rights.

            (m) Notwithstanding anything to the contrary herein, with respect to
each Non-Serviced Mortgage Loan, the parties hereto agree and acknowledge that,
pursuant to the Non-Serviced Mortgage Loan Pooling Agreement, and the related
Co-Lender Agreement, the Directing Certificateholder shall have the right to
purchase such Non-Serviced Mortgage Loan from the Trust at a price determined by
the Non-Serviced Mortgage Loan Special Servicer under the circumstances and
subject to the conditions set forth therein. Upon its receipt of notice from the
Non-Serviced Mortgage Loan Trustee of such purchase option, the Trustee shall
promptly provide notice thereof to the Directing Certificateholder. Such
purchase option shall otherwise be on the same terms as the purchase option
provided to the "directing certificateholder" under Section 3.18(c) of the
Non-Serviced Mortgage Loan Pooling Agreement.

            Section 3.19 Additional Obligations of the Servicer.

            (a) With respect to any Mortgage Loan (other than a Specially
Serviced Mortgage Loan and any Non-Serviced Mortgage Loan) that has been subject
to a Principal Prepayment and a Prepayment Interest Shortfall which occurs as a
result of the Servicer's allowing the related Mortgagor to deviate from the
terms of the related Mortgage Loan documents regarding Principal Prepayments,
the Servicer shall deliver to the Trustee for deposit in the Lower-Tier
Distribution Account on each P&I Advance Date, without any right of
reimbursement therefor, a cash payment (a "Compensating Interest Payment"), in
an amount equal to the lesser of (x) any Prepayment Interest Shortfall incurred
in connection with such Principal Prepayment received in respect of such
Mortgage Loan on or prior to the related Determination Date and (y) the
aggregate of (A) that portion of its Servicing Fees with respect to such
Mortgage Loan for the related Due Period that is being paid in such period, and
(B) all Prepayment Interest Excess on the related Mortgage Loan; provided,
however, that the rights of the Certificateholders to offset of the aggregate
Prepayment Interest Shortfalls shall not be cumulative; provided, further, that
no Compensating Interest Payment will be required with respect to a prepayment
(i) that occurs as a result of the payment of Insurance Proceeds or Condemnation
Proceeds, (ii) that occurs subsequent to a default under the related Mortgage
Loan documents (provided, that the Special Servicer reasonably believes that
acceptance of such prepayment is consistent with the Servicing Standard), (iii)
that, pursuant to the related Mortgage Loan documents, the Servicer has no
discretion to reject, (iv) pursuant to applicable law or a court order or (v)
accepted at the request of or with the consent of the Directing
Certificateholder.

            (b) The Servicer shall, as to each Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Serviced Whole Loan which is secured by the
interest of the related Mortgagor under a Ground Lease, notify promptly (and in
any event within 60 days after the Closing Date) after the later of (i) the
Closing Date and (ii) the Servicer's receipt of such Ground Lease, the related
ground lessor of the transfer of such Mortgage Loan to the Trust pursuant to
this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease should thereafter be forwarded to the Servicer.

            Section 3.20 Modifications, Waivers, Amendments and Consents.

            (a) Except as set forth in Section 3.02(a) and in this Section 3.20
the Servicer shall not agree to any modification, waiver or amendment of a
Mortgage Loan or Serviced Whole Loan.

            Notwithstanding the foregoing, with respect to Mortgage Loans (other
than Non-Serviced Mortgage Loans) or any Serviced Whole Loan required to be
serviced by it hereunder that are not Specially Serviced Mortgage Loans, the
Servicer may, without receipt of written confirmation from the Rating Agencies
as to the ratings of the Certificates or any Serviced Pari Passu Loan Securities
or the consent of the Special Servicer or the Directing Certificateholder:

                  (i) approve routine leasing activity (including any
            subordination, standstill and attornment agreements) with respect to
            any lease for less than the lesser of (a) 20,000 square feet and (b)
            20% of the related Mortgaged Property;

                  (ii) approve a change of the property manager at the request
            of the related Mortgagor, provided that (A) the successor property
            manager is not affiliated with Mortgagor and is a nationally or
            regionally recognized manager of similar properties, (B) the related
            Mortgage Loan does not have an outstanding principal balance in
            excess of $5,000,000 and (C) the subject Mortgaged Property does not
            secure a Serviced B Note or Serviced Pari Passu Loan;

                  (iii) approve any waiver affecting the timing of receipt of
            financial statements from any Mortgagor, provided, that such
            financial statements are delivered no less than quarterly and within
            60 days of the end of the calendar quarter;

                  (iv) approve annual budgets for the related Mortgaged
            Property, provided, that no such budget (1) provides for the payment
            of operating expenses in an amount equal to more than 110% of the
            amounts budgeted therefor for the prior year or (2) provides for the
            payment of any material expenses to any affiliate of the Mortgagor
            (other than the payment of a management fee to any property manager
            if such management fee is no more than the management fee in effect
            on the Cut-Off Date);

                  (v) subject to other restrictions herein regarding Principal
            Prepayments, waive any provision of a Mortgage Loan requiring a
            specified number of days notice prior to a Principal Prepayment;

                  (vi) approve modifications, consents or waivers in connection
            with a defeasance permitted by the terms of the related Mortgage
            Loan if the Servicer receives an Opinion of Counsel (which Opinion
            of Counsel shall be an expense of the Mortgagor) to the effect that
            such modification, waiver or consent would not cause any REMIC to
            fail to qualify as a REMIC under the Code or result in a "prohibited
            transaction" under the REMIC Provisions; and

                  (vii) consent to subject the related Mortgaged Property to an
            easement or right-of-way for utilities, access, parking, public
            improvements or another purpose, and may consent to subordination of
            the related Mortgage Loan to such easement or right-of-way; provided
            the Servicer shall have determined in accordance with the Servicing
            Standard that such easement or right-of-way shall not materially
            interfere with the then-current use of the related Mortgaged
            Property, or the security intended to be provided by such Mortgage,
            the related Mortgagor's ability to repay the Mortgage Loan, or
            materially or adversely affect the value of such Mortgaged Property
            or cause the Mortgage Loan to cease to be a "qualified mortgage" for
            REMIC purposes;

provided, however, if the Mortgage Loan is a Serviced Whole Loan, the Servicer
shall provide written notice of such modification, waiver and amendment to the
holder of the related Serviced B Note or Serviced Pari Passu Loan to the extent
required under the related Co-Lender Agreement; provided, further, that the
Servicer shall promptly notify the Special Servicer of any requests not subject
to this Section 3.20(a) for which the Special Servicer is responsible pursuant
to this Section 3.20 and shall deliver to the Special Servicer (which delivery
may be by electronic transmission in a format acceptable to the Servicer and
Special Servicer) a copy of the request, and all information in the possession
of the Servicer that the Special Servicer may reasonably request related
thereto.

            (b) For the avoidance of doubt, and without limiting the generality
of the foregoing, any request for the disbursement of earnouts or holdback
amounts with respect to any Mortgage Loan set forth on the attached Schedule 12
hereto received by the Servicer shall be submitted to the Special Servicer for
approval (which approval shall be deemed given if the request is not denied by
the Special Servicer in writing to the Servicer within five (5) Business Days of
the Special Servicer's receipt of such request). For purposes of this Agreement,
"disbursement of earnouts or holdback amounts" shall mean the disbursement or
funding to a Mortgagor of previously unfunded, escrowed or otherwise reserved
portions of the loan proceeds of the applicable Mortgage Loan until certain
conditions precedent thereto relating to the satisfaction of performance related
criteria (e.g., project reserve thresholds, lease-up requirements, sales
requirements, etc.) as set forth in the applicable Mortgage Loan documents, have
been satisfied.

            Other than with respect to modifications, waivers and consents
specifically described in the prior paragraph, the Servicer will forward all
requests (upon the Servicer's receipt of notice of such requests) for
modifications, waivers and consents along with copies of the relevant loan
documents to the Special Servicer. The Servicer shall cooperate with the Special
Servicer and shall provide the Special Servicer with any additional information
from the related Mortgage File that the Special Servicer reasonably may request.

            Neither the Servicer nor the Special Servicer shall permit the
substitution of any Mortgaged Property (or any portion thereof) for one or more
other parcels of real property at any time the Mortgage Loan or Serviced Whole
Loan is not in default pursuant to the terms of the related loan documents or
default with respect thereto is not reasonably foreseeable unless (A) either (i)
such substitution is at the unilateral option of the Mortgagor or otherwise
occurs automatically pursuant to the terms of the Mortgage Loan or Serviced
Whole Loan, within the meaning of Treasury Regulations Section 1.1001-3, or (ii)
it has received an Opinion of Counsel to the effect that such substitution would
not be a "significant modification" of the Mortgage Loan or Serviced Whole Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) and (B) to the
extent not inconsistent with the loan documents, it has received a prior written
confirmation from each Rating Agency that such substitution will not result in
the withdrawal, downgrade, or qualification of the rating assigned by such
Rating Agency to any Class of Certificates or, in the case of a Serviced Whole
Loan, any class of related Serviced Pari Passu Loan Securities then rated by
such Rating Agency.

            (c) If the Special Servicer determines that a modification, waiver
or amendment (including, without limitation, the forgiveness or deferral of
interest or principal or the substitution of collateral pursuant to the terms of
the Mortgage Loan or Serviced Whole Loan or otherwise, the release of collateral
or the pledge of additional collateral) of the terms of a Specially Serviced
Mortgage Loan with respect to which a payment default or other material default
has occurred or a payment default or other material default is, in the Special
Servicer's judgment, reasonably foreseeable (as evidenced by an Officer's
Certificate of the Special Servicer), is estimated to produce a greater recovery
on a net present value basis (the relevant discounting to be performed at the
related Mortgage Rate) than liquidation of such Specially Serviced Mortgage Loan
pursuant to Section 3.18, then the Special Servicer will agree to such
modification, waiver or amendment of such Specially Serviced Mortgage Loan,
subject to the provisions of this Section 3.20(c) and Section 3.20(d).

            Except as set forth in Section 3.20(b), this Section 3.20(c),
Section 3.20(e) and Section 3.08, the Special Servicer shall not agree to any
modification, waiver or amendment of a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan, and, except as provided in the following
paragraph, Section 3.08 and in Section 3.20(d), no Mortgage Loan or Serviced
Whole Loan that is not a Specially Serviced Mortgage Loan may be modified,
waived or amended, provided, that the Special Servicer may agree to extend the
maturity date of a Mortgage Loan or Serviced Whole Loan that is neither a
Specially Serviced Mortgage Loan nor a Mortgage Loan or Serviced Whole Loan in
default or as to which default is reasonably foreseeable, provided, that, except
as provided in the following sentence, no such extension entered into pursuant
to this Section 3.20(b) shall be for a period of more than twelve months (or
such longer period not to exceed five years if the Special Servicer determined
that such longer period will result in a greater recovery on a net present value
basis to the Trust Fund and if a Serviced Whole Loan is involved, to the holders
of any related Serviced Pari Passu Loan or Serviced B Note (as a collective
whole)) from the original maturity date of such Mortgage Loan or shall extend
the maturity date beyond the earlier of (i) two years prior to the Rated Final
Distribution Date and (ii) in the case of a Mortgage Loan or Serviced Whole Loan
secured by a leasehold estate and not also the related fee interest, the date
twenty years prior to the expiration of such leasehold estate (or ten years
provided that the Special Servicer shall give due consideration to the remaining
term of the ground lease and provided that such extension is in the best
interest of Certificateholders and if a Serviced Whole Loan is involved, the
holders of any related Serviced Pari Passu Loan or Serviced B Note, taking into
consideration that the Serviced B Note is subordinate to the related Mortgage
Loan and Serviced Pari Passu Loan). If such extension would extend the Maturity
Date of a Mortgage Loan or Serviced Whole Loan for more than twelve months (or
such longer period not to exceed five years if the Special Servicer has
determined that such longer period will result in a greater recovery on a net
present value basis for the trust fund and if a Serviced Whole Loan is involved,
the holder of the related Serviced Pari Passu Loans and Serviced B Note, as
applicable (as a collective whole, taking into consideration that the Serviced B
Note is subordinate to the related Mortgage Loan and Serviced Pari Passu Loan))
from and after the original maturity date of such Mortgage Loan or Serviced
Whole Loan and the Mortgage Loan or Serviced Whole Loan is not in default or
default with respect thereto is not reasonably foreseeable, the Special Servicer
must provide the Trustee with an Opinion of Counsel (at the expense of the
related Mortgagor) that such extension would not constitute a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b). Notwithstanding the foregoing, the Special Servicer shall
not extend any Mortgage Loan or Serviced Whole Loan without first sending notice
to the Directing Certificateholder, together with the details of the proposed
extension and other information reasonably requested by the Directing
Certificateholder and the Directing Certificateholder shall have 10 days after
it receives such information to object to such extension and if such objection
is not made, the Directing Certificateholder shall be deemed to have consented
to such extension. If the Directing Certificateholder objects to such extension,
the Special Servicer shall not extend such maturity date and shall have no
liability for any loss caused by the failure to extend such maturity date;
provided, however, that the Special Servicer shall override the Directing
Certificateholder's objection and extend such maturity date if such extension is
required by applicable law or the Servicing Standard.

            Notwithstanding the foregoing, to the extent that the related loan
documents provide that the lender shall be entitled to approve any material
modification, the Special Servicer shall not agree to any material modification
unless (a) the Special Servicer shall have notified the Directing
Certificateholder of the request for such approval of such material modification
and (b) the Directing Certificateholder shall have also approved such material
modification; provided, however, that if the Directing Certificateholder does
not respond to or approve such recommendation within five Business Days of its
receipt of the Special Servicer's recommendation, then the material modification
shall be deemed approved. The Special Servicer shall not approve such material
modification unless the Mortgagor shall agree to pay all fees and costs
associated with such material modification (unless such condition shall have
been waived by the Directing Certificateholder).

            The Special Servicer shall use its reasonable efforts to the extent
possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification,
waiver or amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would:

                  (i) extend the maturity date of any such Specially Serviced
            Mortgage Loan to a date occurring later than the earlier of (A) with
            respect to each Mortgage Loan, two years prior to the Rated Final
            Distribution Date and (B) if such Specially Serviced Mortgage Loan
            is secured by a leasehold estate and not also the related fee
            interest, the date occurring twenty years prior to the expiration of
            such leasehold (or ten years provided that the Special Servicer
            shall give due consideration to the remaining term of the ground
            lease and provided that such extension is in the best interest of
            the Certificateholders (and, in the case of a Serviced Whole Loan,
            the holders of any related Serviced Pari Passu Loan and Serviced B
            Note (as a collective whole, taking into consideration that the
            Serviced B Note is subordinate to the related Mortgage Loan and
            Serviced Pari Passu Loan)); or

                  (ii) provide for the deferral of interest unless (a) interest
            accrues thereon, generally, at the related Mortgage Rate and (b) the
            aggregate amount of such deferred interest does not exceed 10% of
            the unpaid principal balance of the Specially Serviced Mortgage
            Loan.

            (d) Any provision of this Section 3.20 to the contrary
notwithstanding, except when a Mortgage Loan or Serviced Whole Loan is in
default or default with respect thereto is reasonably foreseeable, no fee
described in this paragraph shall be collected by any Servicer or Special
Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent to any modification, waiver or amendment of a Mortgage Loan or
Serviced Whole Loan (unless the amount thereof is specified in the related
Mortgage Note) if the collection of such fee would cause such consent,
modification, waiver or amendment to be a "significant modification" of the
Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).

            (e) To the extent consistent with this Agreement, the Special
Servicer may agree to any waiver, modification or amendment of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not in
default or as to which default is not reasonably foreseeable only if it consults
with counsel to obtain advice regarding whether an Opinion of Counsel is
necessary, and if it is determined by the Special Servicer to be necessary,
provides the Trustee with such Opinion of Counsel (at the expense of the related
Mortgagor or such other Person requesting such modification or, if such expense
cannot be collected from the related Mortgagor or such other Person, to be paid
by the Servicer as a Servicing Advance) to the effect that the contemplated
waiver, modification or amendment (i) will not be a "significant modification"
of the Mortgage Loan or Serviced Whole Loan within the meaning of Treasury
Regulations Section 1.860G-2(b), (ii) will not cause (x) either the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC for purposes of the
Code or (y) either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to
any tax under the REMIC Provisions. Notwithstanding the foregoing, the Servicer
may not waive the payment of any Yield Maintenance Charge without the consent of
the Special Servicer with respect to any Mortgage Loan or Serviced Whole Loan
that is not a Specially Serviced Mortgage Loan and neither the Servicer nor the
Special Servicer may waive the requirement that any prepayment of a Mortgage
Loan or Serviced Whole Loan be made on a Due Date or, if not made on a Due Date,
be accompanied by all interest that would be due on the next Due Date with
respect to such Mortgage Loan or Serviced Whole Loan, provided, further, that
(i) any modification, extension, waiver or amendment of the payment terms of any
Serviced Whole Loan shall be structured so as to be consistent with the
allocation and payment priorities set forth in the related loan documents and
the related Co-Lender Agreement, such that neither the Trust as holder of the
related Mortgage Loan nor the holder of any related Serviced Pari Passu Loan or
Serviced B Note shall gain a priority over the other such holder with respect to
any payment, which priority is not, as of the date of the related Co-Lender
Agreement, reflected in the related loan documents and the related Co-Lender
Agreement, and (ii) subject to the foregoing clause (i) and to the extent
consistent with the Servicing Standard (taking into account the extent to which
any related Serviced B Note is junior to the related Mortgage Loan in such
Serviced Whole Loan), (A) no waiver, reduction or deferral of any particular
amounts due on the related Mortgage Loan in such Whole Loan shall be effected
prior to the waiver, reduction or deferral of the entire corresponding item in
respect of any related Serviced B Note in such Whole Loan, and (B) no reduction
of the Mortgage Rate of the Mortgage Loan in such Serviced Whole Loan shall be
effected prior to the reduction of the Mortgage Rate of the related Serviced B
Note in such Serviced Whole Loan, to the maximum extent possible.

            (f) In the event of a modification that creates Mortgage Deferred
Interest, such Mortgage Deferred Interest on the Mortgage Loans will be
allocated to reduce the Distributable Certificate Interest of the Class or
Classes of Certificates (other than the Class X-W Certificates) pursuant to
Section 4.06.

            (g) Subject to Section 3.20(c) and Section 3.20(m), the Servicer and
the Special Servicer each may, as a condition to its granting any request by a
Mortgagor for consent, modification (including extensions), waiver or indulgence
or any other matter or thing, the granting of which is within the Servicer's or
the Special Servicer's, as the case may be, discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan or Serviced
Whole Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer or the Special Servicer, as the case may be, as
additional servicing compensation, a reasonable or customary fee, for the
additional services performed in connection with such request.

            (h) All modifications (including extensions), waivers and amendments
of the Mortgage Loans or Serviced Whole Loans entered into pursuant to this
Section 3.20 shall be in writing, signed by the Servicer or the Special
Servicer, as the case may be, and the related Mortgagor (and by any guarantor of
the related Mortgage Loan or Serviced Whole Loan, if such guarantor's signature
is required by the Servicer or Special Servicer, as applicable, in accordance
with the Servicing Standard).

            (i) Each of the Servicer and the Special Servicer, as applicable,
shall notify the Rating Agencies, the Trustee, any holder of a Serviced Pari
Passu Loan or Serviced B Note (if such notice is required under the related
Co-Lender Agreement) and each other in writing of any modification, waiver or
amendment of any term of any Mortgage Loan or Serviced Whole Loan and the date
thereof, and shall deliver to the Trustee or the related Custodian for deposit
in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within 10
Business Days) following the execution thereof. In addition, the Special
Servicer shall promptly send a copy of such a modification, waiver or amendment
to the Servicer. Within 15 days of the Servicer's delivery of the aforesaid
modification, waiver or amendment to the Trustee or its receipt from the Special
Servicer, as applicable, the Trustee shall forward a copy thereof to each Holder
of a Class J, Class K, Class L, Class M, Class N, Class O or Class P Certificate
and the holder of any related Serviced Pari Passu Loan or Serviced B Note.

            (j) Notwithstanding the foregoing, the Servicer shall exercise the
rights of the lender under the Mortgage Loan documents with respect to
defeasance, provided that the Servicer shall not permit the substitution of any
Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan
(or any portion thereof), if any, unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8) and: (i) the Servicer has received a
certificate of an Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all
payments of interest and principal (including payments at maturity or, with
respect to a Mortgage Loan with an Anticipated Prepayment Date, the Anticipated
Prepayment Date, assuming that such Mortgage Loan prepays on the related
Anticipated Prepayment Date) on such Mortgage Loan or Serviced Whole Loan in
compliance with the requirements of the terms of the related loan documents,
(ii) the Servicer has received one or more Opinions of Counsel to the effect
that the Trustee, on behalf of the Trust Fund, will have a first priority
perfected security interest in such substituted mortgaged property; provided,
however, that to the extent the related loan documents provide the lender with
discretion, the Servicer shall require that the related Mortgagor pay the cost
of any such Opinion of Counsel as a condition to the defeasance release, (iii)
subject to Section 3.20(u), to the extent required under the related loan
documents, or to the extent the loan documents provide the lender with
discretion, the Servicer shall use reasonable efforts to require the Mortgagor
to establish a single purpose entity to act as a successor mortgagor, (iv) to
the extent permissible under the related loan documents and applicable law, the
Servicer shall require the related Mortgagor to pay all costs of such
defeasance, including but not limited to the cost of maintaining any successor
mortgagor; provided, however, that if the successor mortgagor is not affiliated
with the Mortgagor, then the Servicer shall use reasonable efforts to require
the owner of such entity to pay the cost of maintaining such entity (and
otherwise such expense shall be advanced by the Servicer as a Servicing Advance)
and (v) to the extent permissible under the loan documents or to the extent the
loan documents permit the lender's discretion, the Servicer shall obtain, at the
expense of the related Mortgagor, written confirmation from the Rating Agencies
that such defeasance will not cause the downgrade, withdrawal or qualification
of the then current ratings of the Certificates or, in the case of a Serviced
Whole Loan, any class of related Serviced Pari Passu Loan Securities; provided,
however, that the Servicer shall not require the related Mortgagor to obtain
such written confirmation from (A) S&P with respect to any Mortgage Loan (x)
that is not one of the ten largest Mortgage Loans held by the Trust (on the
basis of principal balance) and that has a Stated Principal Balance that is
equal to or less than $20,000,000 or 5% of the aggregate Stated Principal
Balance of all of the Mortgage Loans (whichever is less) or (y) if such Mortgage
Loan is not then one of the ten largest Mortgage Loans by Stated Principal
Balance, if the Mortgage Loan otherwise falls within either clause (x) or (y) of
this clause (A) and the Servicer delivers to the Trustee and the Rating Agencies
a letter or a certificate in the form of Exhibit X or (B) Fitch with respect to
the Certificates to the extent that such Mortgagor has obtained the certificate
required pursuant to clause (i) above, obtained the opinion required pursuant to
clause (ii) above and established the single purpose entity pursuant to clause
(iii) above unless such Mortgage Loan at the time of such defeasance is one of
the ten largest Mortgage Loans by Stated Principal Balance; provided that such
written confirmation shall not be required (notwithstanding the fact such
Mortgage Loan is, at the time of such defeasance, one of the ten largest
Mortgage Loans by Stated Principal Balance) from Fitch if (a) the Servicer
provides written notice to Fitch confirming that the defeasance provisions for
such Mortgage Loan have been satisfied or (b) in the event that the subject
Mortgage Loan complies with the then current applicable guidelines set forth by
such Rating Agency, or the unpaid principal balance of such Mortgage Loan, the
percentage such Mortgage Loan constitutes of the Mortgage Pool or the relative
size of such Mortgage Loan with respect to the Mortgage Pool, as applicable,
does not exceed the current applicable threshold for review as set forth by such
Rating Agency.

            (k) Notwithstanding anything herein or in the related loan documents
to the contrary, the Servicer may permit the substitution of direct,
non-callable "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, or any other securities that comply with
Treasury Regulations Section 1.860G-2(a)(8) for any Mortgaged Property pursuant
to the defeasance provisions of any Mortgage Loan or Serviced Whole Loan (or any
portion thereof) in lieu of the defeasance collateral specified in the related
loan documents; provided that the Servicer reasonably determines that allowing
their use would not cause a default or event of default under the related loan
documents to become reasonably foreseeable and the Servicer receives an Opinion
of Counsel (at the expense of the Mortgagor to the extent permitted under the
loan documents) to the effect that such use would not be and would not
constitute a "significant modification" of such Mortgage Loan or Serviced Whole
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event with respect to the Upper-Tier REMIC
or the Lower-Tier REMIC; provided, further, that the requirements set forth in
Section 3.20(i) are satisfied.

            (l) If required under the related loan documents or if otherwise
consistent with the Servicing Standard, the Servicer shall establish and
maintain one or more accounts (the "Defeasance Accounts"), into which all
payments received by the Servicer from any defeasance collateral substituted for
any Mortgaged Property shall be deposited and retained, and shall administer
such Defeasance Accounts in accordance with the loan documents. Each Defeasance
Account shall at all times be an Eligible Account. Notwithstanding the
foregoing, in no event shall the Servicer permit such amounts to be maintained
in the Defeasance Account for a period in excess of 120 days, unless such
amounts are reinvested by the Servicer in "government securities" within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other
securities that comply with Treasury Regulations Section 1.860G-2(a)(8). To the
extent not required or permitted to be placed in a separate account, the
Servicer shall deposit all payments received by it from defeasance collateral
substituted for any Mortgaged Property into the Certificate Account or if a
Serviced Whole Loan is involved, the applicable Serviced Whole Loan Custodial
Account and treat any such payments as payments made on the Mortgage Loan or
Serviced Whole Loan in advance of its Due Date in accordance with clause (a)(i)
of the definition of Available Distribution Amount, and not as a prepayment of
the related Mortgage Loan or Serviced Whole Loan. Notwithstanding anything
herein to the contrary, in no event shall the Servicer permit such amounts to be
maintained in the Certificate Account or if a Serviced Whole Loan is involved,
the applicable Serviced Whole Loan Custodial Account for a period in excess of
365 days.

            (m) In the event the Servicer or Special Servicer determines that a
refusal to consent by the Directing Certificateholder or any holder of a
Serviced B Note or any advice from the Directing Certificateholder or any holder
of a Serviced B Note would cause the Servicer or Special Servicer, as
applicable, to violate applicable law, the terms of any Mortgage Loan documents
or the terms of this Agreement, including without limitation, the Servicing
Standard, the Servicer or Special Servicer shall disregard such refusal to
consent or advise and notify the Directing Certificateholder or any holder of a
Serviced B Note (if such notice is required under the related Co-Lender
Agreement), the Trustee and the Rating Agencies of its determination, including
a reasonably detailed explanation of the basis therefor.

            (n) With respect to a defeasance of a GACC Mortgage Loan, to the
extent the related loan documents provide that the originator of such Mortgage
Loan has the right to establish or designate the successor borrower and to
purchase or cause to be purchased the related defeasance collateral ("Defeasance
Rights and Obligations"), the Servicer shall provide, upon receipt of notice of
a request to cause a defeasance of such Mortgage Loan, written notice of such
defeasance to GACC or its assignee. Until such time as GACC provides written
notice to the contrary, notice of a defeasance of a Mortgage Loan with
Defeasance Rights and Obligations shall be delivered to CDHC, LLC, c/o
Defeasance Holding Company, LLC, 11121 Carmel Commons Blvd., Suite 250,
Charlotte, North Carolina 28226, Attention: Legal Department, Tel: (704)
731-6252; Fax: (704) 759-9156.

            Section 3.21 Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping; Asset Status Report.

            (a) Upon a determination that a Servicing Transfer Event has
occurred with respect to any Mortgage Loan (other than a Non-Serviced Whole
Loan) or Serviced Whole Loan required to be serviced hereunder, the Servicer
shall promptly give notice thereof to the Special Servicer, unless such
determination was made by the Special Servicer (and the Special Servicer shall
promptly give notice to the Controlling Class Certificateholders and any holder
of a Serviced Pari Passu Loan or Serviced B Note, if such notice is required
under the related Co-Lender Agreement), and shall deliver a copy of the related
Mortgage File and Credit File to the Special Servicer and shall use its
reasonable efforts to provide the Special Servicer with all information,
documents and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Mortgage Loan or Serviced
Whole Loan either in the Servicer's possession or otherwise available to the
Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Servicer shall use its reasonable efforts to comply with the
preceding sentence within five Business Days of the occurrence of each related
Servicing Transfer Event and in any event shall continue to act as Servicer and
administrator of such Mortgage Loan or Serviced Whole Loan until the Special
Servicer has commenced the servicing of such Mortgage Loan or Serviced Whole
Loan, which will commence upon receipt by the Special Servicer of the Mortgage
File. The Servicer shall deliver to the Trustee a copy of the notice of such
Servicing Transfer Event provided by the Servicer to the Special Servicer
pursuant to this Section. The Trustee shall deliver to each Controlling Class
Certificateholder and with respect to a Serviced Whole Loan, the holders of any
Serviced Pari Passu Loan or Serviced B Note a copy of the notice of such
Servicing Transfer Event provided by the Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Loan) has become a Corrected Mortgage Loan, the Special Servicer shall
immediately give notice thereof to the Servicer and the Directing
Certificateholder, and shall return the related Mortgage File and Credit File to
the Servicer (or copies thereof if copies only were delivered to the Special
Servicer) and upon giving such notice, and returning such Mortgage File and
Credit File to the Servicer, the Special Servicer's obligation to service such
Corrected Mortgage Loan shall terminate and the obligations of the Servicer to
service and administer such Mortgage Loan or Serviced Whole Loan shall
re-commence.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer will provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File to the
extent such originals come into the Special Servicer's possession after the
applicable Servicing Transfer Event (with a copy of each such original to the
Servicer), and provide the Servicer with copies of any additional related
Mortgage Loan information including correspondence with the related Mortgagor.

            (c) Notwithstanding the provisions of Section 3.12(c), the Servicer
shall maintain ongoing payment records with respect to each of the Specially
Serviced Mortgage Loans and REO Properties and shall provide the Special
Servicer with any information in its possession required by the Special Servicer
to perform its duties under this Agreement; provided that the Servicer shall
only be required to maintain such records to the extent the Special Servicer has
provided such information to the Servicer.

            (d) No later than 30 days after a Servicing Transfer Event for a
Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Special Servicer
shall deliver to the Trustee, the Servicer, each Rating Agency and the Directing
Certificateholder and, with respect to a Serviced Whole Loan, the holder of any
Serviced Pari Passu Loan or Serviced B Note, a report (the "Asset Status
Report") with respect to such Mortgage Loan or Serviced Whole Loan and the
related Mortgaged Property; provided, however, the Special Servicer shall not be
required to deliver an Asset Status Report to the Directing Certificateholder if
they are the same entity. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

                  (i) date of transfer of servicing of such Mortgage Loan or
            Serviced Whole Loan to the Special Servicer;

                  (ii) summary of the status of such Specially Serviced Mortgage
            Loan and any negotiations between the Special Servicer and the
            related Mortgagor;

                  (iii) a discussion of the legal and environmental
            considerations known to the Special Servicer, consistent with the
            Servicing Standard, that are applicable to the exercise of remedies
            as aforesaid and to the enforcement of any related guaranties or
            other collateral for the related Mortgage Loan or Serviced Whole
            Loan and whether outside legal counsel has been retained;

                  (iv) the most current rent roll and income or operating
            statement available for the related Mortgaged Property;

                  (v) the Special Servicer's recommendations on how such
            Specially Serviced Mortgage Loan might be returned to performing
            status (including the modification of a monetary term, and any
            work-out, restructure or debt forgiveness) and returned to the
            Servicer for regular servicing or foreclosed or otherwise realized
            upon (including any proposed sale of a Defaulted Mortgage Loan or
            REO Property);

                  (vi) a copy of the last obtained Appraisal of the Mortgaged
            Property; and

                  (vii) such other information as the Special Servicer deems
            relevant in light of the Servicing Standard.

            If within 10 Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, this Agreement, the
Servicing Standard or the terms of the applicable loan documents. If the
Directing Certificateholder disapproves such Asset Status Report within 10
Business Days of receipt, the Special Servicer will revise such Asset Status
Report and deliver to the Directing Certificateholder, the Rating Agencies, the
Servicer and, with respect to a Serviced Whole Loan, the holder of any Serviced
Pari Passu Loan or Serviced B Note a new Asset Status Report as soon as
practicable, but in no event later than 30 days after such disapproval. The
Special Servicer shall revise such Asset Status Report as described above in
this Section 3.21(d) until the Directing Certificateholder shall fail to
disapprove such revised Asset Status Report in writing within 10 Business Days
of receiving such revised Asset Status Report or until the Special Servicer
makes one of the determinations described below. Notwithstanding the foregoing,
in the event the Directing Certificateholder and the Special Servicer have been
unable to agree upon an Asset Status Report with respect to a Specially Serviced
Mortgage Loan within 60 days of the Directing Certificateholder's receipt of the
initial Asset Status Report, the Special Servicer shall implement the actions
described in the most recent Asset Status Report submitted to the Directing
Certificateholder by the Special Servicer, subject to the terms of Section 3.20
of this Agreement. The Special Servicer may, from time to time, modify any Asset
Status Report it has previously delivered and implement such report, provided
such report shall have been prepared, reviewed and not rejected pursuant to the
terms of this Section, and in particular, shall modify and resubmit such Asset
Status Report to the Directing Certificateholder (with a copy to the Trustee) if
(i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure
terms or anticipated debt forgiveness varies materially from the amount on which
the original report was based or (ii) the related Mortgagor becomes the subject
of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer
(i) may, following the occurrence of an extraordinary event with respect to the
related Mortgaged Property, take any action set forth in such Asset Status
Report before the expiration of a 10 Business Day period if the Special Servicer
has reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders and, if a Serviced
Whole Loan is involved, the interests of the holders of any related Serviced
Pari Passu Loan or Serviced B Note, as a collective whole, taking into
consideration the Serviced B Note is subordinate to the related Mortgage Loan
and Serviced Pari Passu Loan and it has made a reasonable effort to contact the
Directing Certificateholder and, if a Serviced Whole Loan is involved, the
related holder of a Serviced Pari Passu Loan or Serviced B Note, and (ii) in any
case, shall determine whether such affirmative disapproval is not in the best
interest of all the Certificateholders and, if a Serviced Whole Loan is
involved, the holder of any related Serviced Pari Passu Loan or Serviced B Note
(as a collective whole) pursuant to the Servicing Standard, and, upon making
such determination, shall implement the recommended action outlined in the Asset
Status Report.

            The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standard and the related Asset Status Report. The
Special Servicer shall not take any action inconsistent with the related Asset
Status Report, unless such action would be required in order to act in
accordance with the Servicing Standard, this Agreement, applicable law or the
related loan documents.

            No direction of the Directing Certificateholder shall (a) require,
permit or cause the Special Servicer to violate the terms of a Specially
Serviced Mortgage Loan, applicable law or any provision of this Agreement,
including, but not limited to, Section 3.09, Section 3.18, Section 3.20 and
Section 3.29 and the Special Servicer's obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each of the Lower-Tier
REMIC and the Upper-Tier REMIC, or (b) result in the imposition of a "prohibited
transaction" or "prohibited contribution" tax under the REMIC Provisions of the
Code, or (c) expose the Servicer, the Special Servicer, the Depositor, the
Mortgage Loan Sellers, the Trust Fund, the Trustee or their respective officers,
directors, employees or agents to any claim, suit or liability or (d) materially
expand the scope of the Special Servicer's, Trustee's or the Servicer's
responsibilities under this Agreement. The Special Servicer shall not be
required to follow any direction of the Directing Certificateholder described in
this paragraph.

            Section 3.22 Sub-Servicing Agreements.

            (a) The Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its respective obligations under Articles III and IV hereof; provided
that each Sub-Servicing Agreement, as such Sub-Servicing Agreement may be
amended or modified: (i) is consistent with this Agreement in all material
respects and requires the Sub-Servicer to comply with all of the applicable
conditions of this Agreement (including, for the avoidance of doubt, that no
such Sub-Servicer is a Prohibited Party at the time the Sub-Servicing Agreement
is entered into) and, if applicable, the related Mortgage Loan document; (ii)
provides that if the Servicer or the Special Servicer, as applicable, shall for
any reason no longer act in such capacity hereunder (including, without
limitation, by reason of an Event of Default), the Trustee or its designee shall
thereupon assume all of the rights and, except to the extent they arose prior to
the date of assumption, obligations of the Servicer or the Special Servicer, as
applicable, under such agreement (subject to Section 3.22(h) of this Agreement);
(iii) provides that the Trustee for the benefit of the Certificateholders and
the Trustee (as holder of the Uncertificated Lower-Tier Interests) (and if a
Serviced Whole Loan is involved, for the benefit of the Certificateholders and
the holders of any related Serviced Pari Passu Loan or Serviced B Note as a
collective whole) shall be a third party beneficiary under such Sub-Servicing
Agreement, but that (except to the extent the Trustee or its designee assumes
the obligations of the Servicer or the Special Servicer, as applicable,
thereunder as contemplated by the immediately preceding clause (ii)) none of the
Trust Fund, the Trustee, any successor Servicer or Special Servicer, as
applicable, or any Certificateholder or any holder of a Serviced Pari Passu Loan
or Serviced B Note shall have any duties under such Sub-Servicing Agreement or
any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such Sub-Servicing Agreement (other than
Sub-Servicing Agreements with a Loan Seller Sub-Servicer dated the date of this
Agreement or pursuant to existing sub-servicing arrangements with a Mortgage
Loan Seller as of the date hereof) with respect to such purchased Mortgage Loan
at its option and without penalty; (v) does not permit the Sub-Servicer any
direct rights of indemnification that may be satisfied out of assets of the
Trust Fund; (vi) any such Sub-Servicing Agreement provides that, for so long as
the Trust is subject to the reporting requirements of the Exchange Act: (x) the
failure of the related Sub-Servicer to comply with any of the requirements under
Article XI of this Agreement, including the failure to deliver any reports or
certificates at the time such report or certification is required under Article
XI and (y) the failure of the related Sub-Servicer to comply with any
requirements to deliver any items required by Items 1122 and 1123 of Regulation
AB under any other pooling and servicing agreement relating to any transaction
similar to the Subject Securitization Transaction shall constitute an event of
default by such Sub-Servicer upon the occurrence of which either the Servicer or
the Depositor shall immediately terminate the related Sub-Servicer under the
related sub-servicing agreement and that such termination shall be deemed for
cause and (vii) with respect to any Sub-Servicing Agreement entered into after
the Closing Date and prior to the date upon which the Trustee terminates the
Trust's Exchange Act reporting obligations by filing the Form 15 as contemplated
by Section 11.10, such Sub-Servicer is not a Prohibited Party at the time such
Sub-Servicing Agreement is entered into. In addition, prior to the date upon
which the Trustee terminates the Trust's Exchange Act reporting obligations by
filing the Form 15 as contemplated by Section 11.10 of this Agreement, the
Servicer or Special Servicer shall not enter into any Sub-Servicing Agreement
with a Sub-Servicer without obtaining written confirmation that the Depositor
has no knowledge of such Sub-Servicer's previous failure to comply with any
obligations such Sub-Servicer may have under Article XI of this Agreement or
with any similar Exchange Act or Regulation AB reporting requirements under any
servicing agreement relating to any other transaction. Any successor Servicer or
Special Servicer, as applicable, hereunder shall, upon becoming successor
Servicer or Special Servicer, as applicable, be assigned and shall assume any
Sub-Servicing Agreements from the predecessor Servicer or Special Servicer, as
applicable (subject to Section 3.22(h) of the Agreement). Each Sub-Servicing
Agreement entered into by the Servicer may provide that the obligations of the
Sub-Servicer thereunder shall terminate with respect to any Mortgage Loan or
Serviced Whole Loan serviced thereunder at the time such Mortgage Loan or
Serviced Whole Loan becomes a Specially Serviced Mortgage Loan; provided,
however, that the Sub-Servicing Agreement may provide that the Sub-Servicer will
continue to make all Advances and calculations and prepare all reports required
under the Sub-Servicing Agreement with respect to Specially Serviced Mortgage
Loans and continue to collect its servicing fee as if no Servicing Transfer
Event had occurred and with respect to REO Properties (and the related REO
Loans) as if no REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Mortgage Loans and REO
Properties as are specifically provided for in such Sub-Servicing Agreement. The
Servicer or the Special Servicer, as applicable, shall deliver to the Trustee
copies of all Sub-Servicing Agreements, and any amendments thereto and
modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. References in this Agreement to actions taken or to
be taken by the Servicer or the Special Servicer, as applicable, include actions
taken or to be taken by a Sub-Servicer on behalf of the Servicer or the Special
Servicer, as applicable; and, in connection therewith, all amounts advanced by
any Sub-Servicer to satisfy the obligations of the Servicer or the Special
Servicer, as applicable hereunder to make Advances shall be deemed to have been
advanced by the Servicer or the Special Servicer, as applicable, out of its own
funds and, accordingly, such Advances shall be recoverable by such Sub-Servicer
from the Servicer or the Special Servicer, as applicable, in the same manner and
out of the same funds as if such Sub-Servicer were the Servicer or the Special
Servicer, as applicable, and, for so long as they are outstanding, such Advances
shall accrue interest in accordance with Section 3.03(e), such interest to be
allocable between the Servicer or the Special Servicer, as applicable, and such
Sub-Servicer pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Servicer or the Special Servicer, as applicable, shall be
deemed to have received any payment when a Sub-Servicer retained by it receives
such payment.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to ensure the
enforceability of any related Loan.

            (c) As part of its servicing activities hereunder, the Servicer or
the Special Servicer, as applicable, for the benefit of the Trustee and the
Certificateholders and if a Serviced Whole Loan is involved, the holders of any
related Serviced Pari Passu Loan or Serviced B Note, shall (at no expense to the
Trustee, the Certificateholders or the Trust Fund or the holders of any related
Serviced Pari Passu Loan or Serviced B Note) monitor the performance and enforce
the obligations of its respective Sub-Servicer(s) under the related
Sub-Servicing Agreement. Such enforcement, including, without limitation, the
legal prosecution of claims and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the
Servicer or the Special Servicer, as applicable, would require were it the owner
of the Mortgage Loans. The Servicer and the Special Servicer, as applicable,
shall have the right to remove a Sub-Servicer retained by it in accordance with
the terms of the related Sub-Servicing Agreement.

            (d) In the event the Trustee or its designee (i) becomes successor
Servicer, or successor Special Servicer, as applicable, pursuant to Section
3.22(a) and (ii) assumes the rights and obligations of the Servicer or the
Special Servicer, as applicable, under any Sub-Servicing Agreement, then the
Servicer or the Special Servicer, as applicable, at its expense, shall deliver
to the assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans and Serviced Whole Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it
thereunder, and otherwise use reasonable efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement
and this Section 3.22, each of the Servicer and the Special Servicer represents
and warrants that it shall remain obligated and liable to the Trustee, the
Certificateholders and the holders of any Serviced Pari Passu Loan or Serviced B
Note for the performance of its obligations and duties under this Agreement in
accordance with the provisions hereof to the same extent and under the same
terms and conditions as if it alone were servicing and administering the
Mortgage Loans and Serviced Whole Loans for which it is responsible, and the
Servicer and the Special Servicer, as applicable, shall pay the fees of any
Sub-Servicer thereunder from its own funds. In no event shall the Trust Fund or
any holder of a Serviced Pari Passu Loan on Serviced B Note bear any termination
fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer's
termination under any Sub-Servicing Agreement.

            (f) The Trustee shall, upon the receipt of a written request of a
Servicing Officer, execute and deliver to the Sub-Servicer any
powers-of-attorney and other documents prepared by the Sub-Servicer and
necessary or appropriate to enable the Sub-Servicer to carry out its servicing
and administrative duties under the Sub-Servicing Agreement. Notwithstanding
anything herein to the contrary, the Sub-Servicer shall not without the
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Trustee's name without indicating the Sub-Servicer's representative
capacity or (ii) take any action with the intent to cause, and which actually
does cause, the Trustee to be registered to do business in any state. The
applicable Sub-Servicing Agreement shall provide that the Sub-Servicer shall
indemnify the Trustee for any and all reasonable out-of-pocket costs,
liabilities and expenses incurred by the Trustee in connection with the
negligent or willful misuse of such powers-of-attorney by the Sub-Servicer, and
the Servicer or Special Servicer, as applicable, will provide written
certification thereof to the Trustee upon request.

            (g) Promptly (but in no event later than five Business Days) after
the execution of any Sub-Servicing Agreement, the Servicer or the Special
Servicer, as applicable, shall forward a copy of such Sub-Servicing Agreement to
the Trustee, the Special Servicer or the Servicer, as applicable.

            (h) Any Sub-Servicing Agreement that may be entered into and any
other transactions or servicing arrangements relating to the Mortgage Loans
involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the
Servicer or Special Servicer, as applicable, and none of the other parties to
this Agreement (including the Servicer or the Special Servicer, whichever is not
party to such agreement), the Certificateholders or the holders of any Serviced
Pari Passu Loan or Serviced B Note shall be deemed parties thereto and none of
such Persons shall have claims or rights (except as specified below), nor
obligations, duties or liabilities with respect to the Sub-Servicer.

            (i) Each Sub-Servicing Agreement (other than any sub-servicing
agreement with a Loan Seller Sub-Servicer (each, a "Current Sub-Servicing
Agreement")) shall provide that, in the event the Trustee or any other Person
becomes successor Servicer, the Trustee or such successor Servicer shall have
the right to terminate such Sub-Servicing Agreement with or without cause and
without a fee. Notwithstanding the foregoing, the Trustee and any successor
Servicer shall assume the Bank of America Sub-Servicing Agreement or any Current
Sub-Servicing Agreement, unless Bank of America and/or any other related
Sub-Servicer under such Current Sub-Servicing Agreement, as applicable, has been
terminated in accordance with the succeeding paragraph.

            In the event Bank of America and/or any other related Sub-Servicer
under a Current Sub-Servicing Agreement, as applicable, is not an acceptable or
approved master servicer or primary servicer to the Rating Agencies at the time
the Trustee or a successor Servicer becomes successor Servicer, Bank of America
or such Sub-Servicer, as applicable, shall have 30 days after notice from the
Trustee or the successor Servicer to either (i) cure such failure or (ii) assign
such Sub-Servicing Agreement to a Successful Sub-Servicing Bidder (as defined
below) subject, if applicable, to the terms of the Mortgage Loan documents. If
Bank of America or such Sub-Servicer, as applicable, fails to either (i) cure
such failure or (ii) assign such Sub-Servicing Agreement to a Successful
Sub-Servicing Bidder, the Trustee or the successor Servicer may terminate such
Sub-Servicing Agreement.

            A "Successful Sub-Servicing Bidder" will be any prospective
subservicer candidate reasonably acceptable to the Depositor, the successor
Servicer and acceptable to the Rating Agencies, as evidenced by written
confirmation from the Rating Agencies that the assumption by such Successful
Sub-Servicing Bidder of such Sub-Servicing Agreement, will not cause the
downgrade, withdrawal or qualification of the then current ratings of the
Certificates or violate the terms of any Mortgage Loan documents, which
candidate would be eligible to act as Sub-Servicer hereunder.

            Section 3.23 Representations, Warranties and Covenants of the
Servicer.

            (a) The Servicer hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and the holders of
any Serviced Pari Passu Loan and any Serviced B Note, and to the Depositor and
the Special Servicer, as of the Closing Date, that:

                  (i) The Servicer is a national banking organization duly
            organized, validly existing and in good standing under the laws of
            the United States, and the Servicer is in compliance with the laws
            of each State in which any Mortgaged Property is located to the
            extent necessary to perform its obligations under this Agreement;

                  (ii) The execution and delivery of this Agreement by the
            Servicer, and the performance and compliance with the terms of this
            Agreement by the Servicer, will not violate the Servicer's
            organizational documents or constitute a default (or an event which,
            with notice or lapse of time, or both, would constitute a default)
            under, or result in the breach of, any material agreement or other
            material instrument to which it is a party or which is applicable to
            it or any of its assets, or result in the violation of any law,
            rule, regulation, order, judgment or decree to which the Servicer or
            its property is subject;

                  (iii) This Agreement, assuming due authorization, execution
            and delivery by the Trustee, the Special Servicer and the Depositor,
            constitutes a valid, legal and binding obligation of the Servicer,
            enforceable against the Servicer in accordance with the terms
            hereof, subject to (A) applicable bankruptcy, insolvency,
            reorganization, moratorium and other laws affecting the enforcement
            of creditors' rights generally, and (B) general principles of
            equity, regardless of whether such enforcement is considered in a
            proceeding in equity or at law;

                  (iv) The Servicer is not in violation of any law, any order or
            decree of any court or arbiter, or any order, regulation or demand
            of any federal, state, municipal or governmental agency, which
            violation might have consequences that would materially and
            adversely affect the condition (financial or otherwise) or
            operations of the Servicer or its properties or might have
            consequences that would materially and adversely affect its ability
            to perform its duties and obligations hereunder;

                  (v) No litigation is pending or, to the best of the Servicer's
            knowledge, threatened against the Servicer which would prohibit the
            Servicer from entering into this Agreement or, in the Servicer's
            good faith and reasonable judgment, is likely to materially and
            adversely affect either the ability of the Servicer to perform its
            obligations under this Agreement or the financial condition of the
            Servicer;

                  (vi) The Servicer will examine each Sub-Servicing Agreement
            and will be familiar with the terms thereof. Any Sub-Servicing
            Agreements will comply with the provisions of Section 3.22;

                  (vii) The Servicer has in place errors and omissions insurance
            in the amounts and with the coverage required by Section 3.07(c).
            Neither the Servicer nor any of its officers, managers or employees
            involved in the servicing or administration of Mortgage Loans or
            Serviced Whole Loans has been refused such coverage or insurance;

                  (viii) No consent, approval, authorization or order of any
            court or governmental agency or body is required for the execution,
            delivery and performance by the Servicer, or compliance by the
            Servicer with, this Agreement or the consummation of the
            transactions contemplated by this Agreement, except for any consent,
            approval, authorization or order which has not been obtained or
            cannot be obtained prior to the actual performance by the Servicer
            of its obligations under this Agreement, and which, if not obtained
            would not have a materially adverse effect on the ability of the
            Servicer to perform its obligations hereunder; and

                  (ix) The Servicer has full power and authority to enter into
            and consummate all transactions contemplated by this Agreement, has
            duly authorized the execution, delivery and performance of this
            Agreement, and has duly executed and delivered this Agreement.

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.24 Representations, Warranties and Covenants of the
Special Servicer.

            (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders and the
holders of any Serviced Pari Passu Loan or Serviced B Note, and to the Depositor
and the Servicer, as of the Closing Date, that:

                  (i) The Special Servicer is a corporation, duly organized,
            validly existing and in good standing under the laws of the State of
            Florida, and the Special Servicer is in compliance with the laws of
            each State in which any Mortgaged Property is located to the extent
            necessary to perform its obligations under this Agreement;

                  (ii) The execution and delivery of this Agreement by the
            Special Servicer, and the performance and compliance with the terms
            of this Agreement by the Special Servicer, will not violate the
            Special Servicer's organizational documents or constitute a default
            (or an event which, with notice or lapse of time, or both, would
            constitute a default) under, or result in the breach of, any
            material agreement or other instrument to which it is a party or
            which is applicable to it or any of its assets;

                  (iii) The Special Servicer has the full power and authority to
            enter into and consummate all transactions contemplated by this
            Agreement, has duly authorized the execution, delivery and
            performance of this Agreement, and has duly executed and delivered
            this Agreement;

                  (iv) This Agreement, assuming due authorization, execution and
            delivery by each of the other parties hereto, constitutes a valid,
            legal and binding obligation of the Special Servicer, enforceable
            against the Special Servicer in accordance with the terms hereof,
            subject to (A) applicable bankruptcy, insolvency, reorganization,
            moratorium and other laws affecting the enforcement of creditors'
            rights generally and (B) general principles of equity, regardless of
            whether such enforcement is considered in a proceeding in equity or
            at law;

                  (v) The Special Servicer is not in violation of, and its
            execution and delivery of this Agreement and its performance and
            compliance with the terms of this Agreement will not constitute a
            violation of, any law, any order or decree of any court or arbiter,
            or any order, regulation or demand of any federal, state or local
            governmental or regulatory authority, which violation, in the
            Special Servicer's good faith and reasonable judgment, is likely to
            affect materially and adversely either the ability of the Special
            Servicer to perform its obligations under this Agreement or the
            financial condition of the Special Servicer;

                  (vi) No litigation is pending or, to the best of the Special
            Servicer's knowledge, threatened against the Special Servicer which
            would prohibit the Special Servicer from entering into this
            Agreement or, in the Special Servicer's good faith and reasonable
            judgment is likely to materially and adversely affect either the
            ability of the Special Servicer to perform its obligations under
            this Agreement or the financial condition of the Special Servicer;

                  (vii) Each officer, manager or employee of the Special
            Servicer and each officer, manager or employee of the Special
            Servicer that has or, following the occurrence of a Servicing
            Transfer Event, would have responsibilities concerning the servicing
            and administration of Mortgage Loans and Serviced Whole Loans is
            covered by errors and omissions insurance in the amounts and with
            the coverage required by Section 3.07(c). Neither the Special
            Servicer nor any of its officers, managers or employees that is or,
            following the occurrence of a Servicing Transfer Event, would be
            involved in the servicing or administration of Mortgage Loans and
            Serviced Whole Loans has been refused such coverage or insurance;
            and

                  (viii) No consent, approval, authorization or order of any
            court or governmental agency or body is required for the execution,
            delivery and performance by the Special Servicer, or compliance by
            the Special Servicer with, this Agreement or the consummation of the
            transactions contemplated by this Agreement, except for any consent,
            approval, authorization or order which has not been obtained or
            cannot be obtained prior to the actual performance by the Special
            Servicer of its obligations under this Agreement, and which, if not
            obtained would not have a materially adverse effect on the ability
            of the Special Servicer to perform its obligations hereunder.

                  (ix) The Special Servicer has reviewed all Sub-Servicing
            Agreements to which it is a party in effect as of the Closing Date
            and will review all Sub-Servicing Agreements entered into by it
            after the Closing Date. Any Sub-Servicing Agreement will comply with
            the provisions of Section 3.22(a) and (h).

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.25 Interest Reserve Account.

            (a) On each P&I Advance Date relating to any Interest Accrual Period
ending in any January and on any P&I Advance Date which occurs in a year which
is not a leap year relating to any Interest Accrual Period ending in any
December (unless the related Distribution Date is the final Distribution Date),
the Trustee, in respect of the Interest Reserve Loans, shall deposit into the
Interest Reserve Account, an amount equal to one day's interest on the Stated
Principal Balance of the Interest Reserve Loans as of the Due Date occurring in
the month preceding the month in which such P&I Advance Date occurs at the
related Mortgage Rate (without giving effect to the second proviso of the
definition thereof) less the Administrative Cost Rate, to the extent a full
Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive January, if applicable, and February, "Withheld
Amounts").

            (b) On each Distribution Date occurring in March, the Trustee shall
withdraw from the Interest Reserve Account an amount equal to the Withheld
Amounts from the preceding January (if applicable) and February, if any, and
deposit such amount into the Lower Tier Distribution Account.

            Section 3.26 Excess Interest Distribution Account.

            Prior to the applicable Distribution Date, the Servicer is required
to remit to the Trustee for deposit into the Excess Interest Distribution
Account an amount equal to the Excess Interest received during the related Due
Period.

            Section 3.27 Co-Lender Agreements.

            (a) Each of the parties hereto acknowledges and agrees that each
Serviced Whole Loan is subject to the terms and provisions of the related
Co-Lender Agreement and each of the Servicer and the Special Servicer agrees to
service each Serviced Whole Loan in accordance with the related Co-Lender
Agreement and this Agreement, including, without limitation, effecting
distributions and allocating reimbursement of expenses in accordance with the
related Co-Lender Agreement. Notwithstanding anything contrary in this
Agreement, each of the Servicer and Special Servicer agrees not to take any
action with respect to a Serviced Whole Loan or the related Mortgaged Property
without the prior consent of any related Serviced Pari Passu Loan or Serviced B
Note to the extent that the related Co-Lender Agreement provides that the holder
of such Serviced Pari Passu Loan or Serviced B Note is required to consent to
such action; provided, that in no event shall the Servicer or Special Servicer
be required to violate the Servicing Standard or the REMIC Provisions as set
forth in Section 3.20(l) hereof. Each of the Servicer and Special Servicer
acknowledges and agrees that the holder of such Serviced B Note has the right to
purchase the related Mortgage Loan pursuant to the terms and conditions of the
related Co-Lender Agreement.

            (b) The Servicer may rely on the Whole Loan Report attached hereto
as Exhibit T, and shall update such list from time to time as it receives
notices from the holders of the Non-Serviced Pari Passu Loans, the Non-Serviced
B Notes, the Serviced Pari Passu Loans and the Serviced B Notes regarding the
information listed on Exhibit T. Unless and until such holder informs in writing
the Servicer of any transfer of the Non-Serviced Pari Passu Loan, the
Non-Serviced B Note, the Serviced Pari Passu Loan or the Serviced B Note, as
applicable, the Servicer may rely on the initial list set forth on Exhibit T
hereto. The Servicer may, without further investigation, conclusively rely upon
such information. The Servicer shall have no liability to any Person for any
payments made or notices directed in accordance with the most recent information
furnished by a holder of a Non-Serviced Pari Passu Loan, Non-Serviced B Note,
Serviced Pari Passu Loan or Serviced B Note, as the case may be, prior to such
payment or notice.

            Section 3.28 Certain Matters Relating to the Non-Serviced Mortgage
Loans.

            (a) The parties hereto acknowledge that each Non-Serviced Mortgage
Loan is subject to the terms and conditions of the related Co-Lender Agreement
and that each Non-Serviced Mortgage Loan is further subject to the servicing
under and all other terms and conditions of the related Non-Serviced Mortgage
Loan Pooling Agreement.

            (b) Notwithstanding anything herein to the contrary, the parties
hereto acknowledge and agree that the Servicer's and the Special Servicer's
obligations and responsibilities hereunder and the Servicer's and the Special
Servicer's authority with respect to each Non-Serviced Whole Loan are limited by
and subject to the terms of the related Non-Serviced Mortgage Loan Co-Lender
Agreement and the rights of the related Non-Serviced Mortgage Loan Servicer and
the related Non-Serviced Mortgage Loan Special Servicer with respect thereto
under the related Non-Serviced Mortgage Loan Pooling Agreement.

            The Trustee, on behalf of the Certificateholders, hereby assumes the
obligations of the holder of a Non-Serviced Mortgage Loan under the related
Co-Lender Agreement and agrees to enforce any rights it may have as holder of
such Non-Serviced Mortgage Loan under such Co-Lender Agreement or the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement; provided that any
other obligations will be performed by either the Trustee or the Servicer, as
such parties may (in good faith and with reasonable efforts) mutually agree;
provided, further, that if the Trustee and the Servicer cannot reach an
agreement regarding whether the Trustee or the Servicer shall perform any such
other obligation, then the Trustee shall perform such other obligation.

            (c) In the event that any Non-Serviced Mortgage Loan Trustee,
Non-Serviced Mortgage Loan Servicer or Non-Serviced Mortgage Loan Special
Servicer shall be replaced in accordance with the terms of the Non-Serviced
Mortgage Loan Pooling Agreement, promptly upon notice thereof, the Servicer and
the Special Servicer shall, upon request, acknowledge its successor as the
successor to the related Non-Serviced Mortgage Loan Trustee, Non-Serviced
Mortgage Loan Servicer or Non-Serviced Mortgage Loan Special Servicer, as the
case may be.

            (d) In the event the Trustee, as holder of a Non-Serviced Mortgage
Loan, becomes entitled to exercise the rights of the holder of the related
Non-Serviced Pari Passu Loans, it shall do so in the best interest of the
Certificateholders and the holders of such Non-Serviced Pari Passu Loans (as a
collective whole).

            (e) The Servicer shall deliver, or cause to be delivered, to the
Trustee, promptly following receipt from a Non-Serviced Mortgage Loan Servicer,
Non-Serviced Mortgage Loan Special Servicer or Non-Serviced Mortgage Loan
Trustee, any servicing reports concerning the related Non-Serviced Mortgage
Loan.

            (f) The Directing Certificateholder is authorized to exercise the
rights and powers of the Trustee, as holder of the related Mortgage Note for
each of the Non-Serviced Mortgage Loans, under each of the related Co-Lender
Agreements and Non-Serviced Mortgage Loan Pooling Agreements to the extent set
forth in this Agreement. The Directing Certificateholder shall be subject to the
same limitations, constraints and restrictions in exercising such rights and
powers as would be applicable to the Trustee, in its capacity as holder of the
related Mortgage Note for the applicable Non-Serviced Mortgage Loan. Subject to
any section of the applicable Co-Lender Agreement that specifically addresses a
particular matter with respect to a Non-Serviced Mortgage Loan, if the Trustee
is requested to take any action in its capacity as holder of the Note for such
Non-Serviced Mortgage Loan, the Trustee will notify in writing the Directing
Certificateholder and, subject to Section 8.01, act in accordance with the
instructions of such party to the extent set forth in this Agreement; provided,
that the Trustee shall not be required to take any action at the direction of
the Directing Certificateholder that is not permitted under applicable law or
the terms of the related Non-Serviced Mortgage Loan Pooling Agreement or
Co-Lender Agreement. Notwithstanding the foregoing, the Directing
Certificateholder may only exercise any purchase option or cure rights with
respect to a Non-Serviced Mortgage Loan in its individual capacity and not on
behalf of the Trust.

            Section 3.29 Certain Matters Regarding the Purchase of the Mortgage
Loans Included in the Serviced Whole Loans.

            If, pursuant to Section 2.03, Section 3.18 and Section 9.01, a
Mortgage Loan included in a Serviced Whole Loan is purchased or repurchased from
the Trust Fund, the purchaser thereof shall be bound by the terms of the related
Co-Lender Agreement and shall assume the rights and obligations of the "A Note
Holder" under such Co-Lender Agreement. All portions of the related Mortgage
File and other documents pertaining to such Mortgage Loan shall be endorsed or
assigned to the extent necessary or appropriate to the purchaser of such
Mortgage Loan in its capacity as "A Note Holder" (as a result of such purchase
or repurchase), under such Co-Lender Agreement in the manner contemplated under
such agreement, which such purchaser shall be deemed to acknowledge. Thereafter,
such Mortgage File shall be held by the custodian appointed thereby for the
benefit of the "A Note Holder" and related "B Note Holder," as their interests
appear under the related Co-Lender Agreement. If the related Credit File is not
already in the possession of such party, it shall be delivered to the master
servicer or special servicer, as the case may be, under the separate servicing
agreement for the Serviced Whole Loan.

            Section 3.30 Certain Matters Regarding the Serviced B Notes and
Serviced Pari Passu Loans.

            The parties hereto acknowledge that each Whole Loan is subject to
the terms and conditions of the related Co-Lender Agreement.

            Servicing and administration of each Serviced B Note shall continue
hereunder for so long as the corresponding Mortgage Loan or any related REO
Property is part of the Trust Fund or for such longer period as any amounts
payable by the holder of the related Serviced B Note to or for the benefit of
the Trust or any party hereto in accordance with the related Co-Lender Agreement
remain due and owing; provided, however, that if any Serviced B Note is included
in a separate securitization trust, then the servicing obligations with respect
to such Serviced B Note hereunder will be limited to the extent provided in the
related Co-Lender Agreement.

            Nothing herein shall be deemed to override the provisions of the
related Co-Lender Agreement with respect to the rights of the holders of the
related Serviced Pari Passu Loans and Serviced B Notes thereunder. With respect
to each Serviced Whole Loan, in the event of a conflict between this Agreement
and the related Co-Lender Agreement, the related Co-Lender Agreement shall
control; provided, in no event shall the Servicer or Special Servicer take any
action or omit to take any action in accordance with the terms of any Co-Lender
Agreement that would cause such servicer to violate the Servicing Standard or
the REMIC Provisions.

            Section 3.31 Litigation Control.

            (a) The Special Servicer shall: (i) direct, manage, prosecute and/or
defend any action brought by a Mortgagor against the Trust and/or the Special
Servicer; and (ii) represent the interest of the Trust in any litigation
relating to the rights and obligations of the Mortgagor or the lender, or the
enforcement of the obligations of a Mortgagor, under the subject Mortgage Loan
documents ("Trust Related Litigation").

            (b) To the extent the Servicer is named in Trust-Related Litigation,
and the Trust or Special Servicer is not named, in order to effectuate the role
of the Special Servicer as contemplated by Section 3.31(a) above, the Servicer
shall: (i) notify the Special Servicer of such Trust-Related Litigation with ten
(10) days of the Servicer receiving notice of such Trust-Related Litigation;
(ii) provide monthly status reports to the Special Servicer, regarding such
Trust-Related Litigation; (iii) seek to have the Trust replace the Servicer as
the appropriate party to the lawsuit; and (iv) so long as the Servicer remains a
party to the lawsuit, consult with and act at the direction of the Special
Servicer with respect to decisions and resolutions related to the interest of
the Trust in such Trust-Related Litigation, including but no limited to the
selection of counsel, provided that, if there are claims against the Servicer
and the Servicer has not determined that separate counsel is required for such
claims, such counsel shall be reasonably acceptable to the Servicer.

            (c) Notwithstanding the right of the Special Servicer to represent
the interests of the Trust in Trust-Related Litigation, but subject to the
rights of the Special Servicer to direct the Servicer's actions in Section
3.31(d) below, the Servicer shall retain the right to make determinations
relating to claims against the Servicer, including but not limited to the right
to make determinations relating to claims against the Servicer, including but
not limited to the right to engage separate counsel in the Servicer's reasonable
discretion, the costs of which shall be subject to indemnification pursuant to
Section 6.03. Further, nothing in this section shall require the Servicer to
take or fail to take any action which, in the Servicer's good faith and
reasonable judgment, may (i) result in an Adverse REMIC Event or Adverse Grantor
Trust Event or (ii) subject the Servicer to liability or materially expand the
scope of the Servicer's obligations under this Agreement.

            (d) Notwithstanding the Servicer's right to make determinations
relating to claims against the Servicer, the Special Servicer shall have the
right at any time to (i) direct the Servicer to settle any claims brought
against the Trust, including claims asserted against the Servicer (whether or
not the Trust or the Special Servicer is named in any such claims or
Trust-Related Litigation) and (ii) otherwise reasonably direct the actions of
the Servicer relating to claims against the Servicer (whether or not the Trust
or the Special Servicer is named in any such claims or Trust-Related
Litigation), provided in either case that (A) such settlement or other direction
does not require any admission, or is not likely to result in a finding, of
liability or wrongdoing on the part of the Servicer, (B) the cost of such
settlement or any resulting judgment is and shall be paid by the Trust, (C) the
Servicer is and shall be indemnified pursuant to Section 6.03 for all costs and
expenses of the Servicer incurred in defending and settling the Trust-Related
Litigation and for any judgment, (D) any such action taken by the Servicer at
the direction of the Special Servicer shall be deemed (as to the Servicer) to be
in compliance with the Servicing Standard and (E) the Special Servicer provides
the Servicer with assurance reasonably satisfactory to the Servicer as to the
items on clauses (A), (B) and (C).

            (e) If both the Servicer and either the Special Servicer or the
Trust are named in litigation, the Servicer and the Special Servicer shall
cooperate with each other to afford the Servicer and the Special Servicer the
rights afforded to such party in this Section 3.31.

            (f) This Section 3.31 shall not apply in the event the Special
Servicer authorizes the Servicer, and the Servicer agrees (both authority and
agreement to be in writing), to make certain decisions or control certain
Trust-Related Litigation on behalf of the Trust.

            (g) Notwithstanding the foregoing, (i) if any action, suit,
litigation or proceeding names the Trustee in its individual capacity, or if any
judgment is rendered against the Trustee in its individual capacity, then the
Trustee, upon prior written notice to the Servicer or the Special Servicer, as
applicable, may retain counsel and appear in any such proceeding on its own
behalf in order to protect and represent its interests; provided that the
Servicer or Special Servicer, as applicable, shall retain the right to manage
and direct any such action, suit, litigation or proceeding; (ii) in the case of
any action, suit, litigation or proceeding, other than an action, suit,
litigation or proceeding relating to the enforcement of the obligations of a
Mortgagor under the related Mortgage Loan documents, neither the Servicer nor
the Special Servicer shall, without the prior written consent of the Trustee,
(A) initiate any action, suit, litigation or proceeding in the name of the
Trustee, whether in such capacity or individually, (B) engage counsel to
represent the Trustee, or (C) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other
similar action with intent to cause, and that actually causes, the Trustee to be
registered to do business in any state and (iii) if any court finds that the
Trustee is a necessary party in respect of any action, suit, litigation or
proceeding relating to or arising from this Agreement or any Mortgage Loan, the
Trustee shall have the right to retain counsel and appear in any such
proceedings on its own behalf in order to protect and represent its interest,
whether as Trustee or individually, provided that the Servicer or the Special
Servicer, as applicable, shall retain the right to manage and direct any such
action, suit, litigation or proceeding.

            Section 3.32 Certain Matters Relating to the KinderCare Portfolio
Whole Loan.

            The parties hereto acknowledge that an amendment relating to the
KinderCare Portfolio Whole Loan) is pending as of the date hereof, which
amendment is to be made primarily in order (i) to permit certain transfers of up
to 80% of the direct or indirect ownership interests in the Borrower, provided
that the Sponsor Principals (as defined in the related loan agreement) maintain
control of the Borrower, (ii) to permit new entities controlled by the Sponsor
(as defined in the related loan agreement) or Sponsor Principals to be inserted
into the ownership structure as long as the Sponsor Principals' indirect or
direct ownership of the Borrower is not reduced, and (iii) to reduce the notice
for transfers permitted by Section 7.3(e) and (f) of the related loan agreement
from 30 days prior written notice to 15 days prior written notice. The parties
further agree that Bank of America, National Association as the BACM 2005-6
Servicer is authorized and directed to approve such amendment on behalf of the
Trust as the holder of the KinderCare Portfolio Note A-3 and no further action
or consent by any other party hereto shall be required in respect of such
amendment.

                              [End of Article III]

<PAGE>


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions.

            (a) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Trustee shall transfer the
Lower-Tier Distribution Amount from the Lower-Tier Distribution Account to the
Upper-Tier Distribution Account in the amounts and priorities set forth in
Section 4.01(b) with respect to each class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority:

                  (i) first, concurrently, (A) to the Holders of the Class A-1
            Certificates, the Class A-2 Certificates, the Class A-3
            Certificates, the Class A-AB Certificates and the Class A-4
            Certificates, pro rata (based upon the Distributable Certificate
            Interest for each such Class for such Distribution Date), in respect
            of interest, from the Loan Group 1 Available Distribution Amount and
            up to an amount equal to the aggregate Interest Distribution Amount
            in respect of such Classes of Certificates for such Distribution
            Date, (B) to the Holders of the Class A-1A Certificates, in respect
            of interest, from the Loan Group 2 Available Distribution Amount and
            up to an amount equal to the Interest Distribution Amount in respect
            of such Class of Certificates for such Distribution Date and (C) to
            the Holders of the Class X-W Certificates in respect of interest, up
            to an amount equal to the Interest Distribution Amount payable in
            respect of such Class of Certificates for such Distribution Date;
            provided, however, that if the Loan Group 1 Available Distribution
            Amount and/or the Loan Group 2 Available Distribution Amount is
            insufficient to pay in full the Interest Distribution Amount
            provided above, payable in respect of any Class A or Class X-W
            Certificates on such Distribution Date, then the entire Available
            Distribution Amount shall be applied to make distributions of
            interest to the Holders of the respective Classes of the Class A and
            Class X-W Certificates, up to an amount equal to, and pro rata as
            among such Classes in accordance with, the Interest Distribution
            Amount in respect of each such Class of Certificates for such
            Distribution Date;

                  (ii) second, to the Holders of the Class A-1 Certificates, the
            Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB
            Certificates, the Class A-4 Certificates and the Class A-1A
            Certificates in reduction of the Certificate Balances thereof (A)
            (1) first, to the Holders of the Class A-AB Certificates, in an
            amount up to the Loan Group 1 Principal Distribution Amount and,
            after the outstanding Certificate Balance of the Class A-1A
            Certificates has been reduced to zero, the Loan Group 2 Principal
            Distribution Amount remaining after payments to the Holders of the
            Class A-1A and Class A-AB Certificates have been made on such
            Distribution Date, until the outstanding Certificate Balance of the
            Class A-AB Certificates is reduced to the Class A-AB Planned
            Principal Balance; (2) second, to the Holders of the Class A-1
            Certificates, in an amount up to the Loan Group 1 Principal
            Distribution Amount (or the portion of it remaining after
            distributions on the Class A-AB Certificates) and, after the
            outstanding Certificate Balance of the Class A-1A Certificates has
            been reduced to zero, the Loan Group 2 Principal Distribution Amount
            remaining after payments to the Holders of the Class A-1A and Class
            A-AB Certificates have been made on such Distribution Date, until
            the Certificate Balance of the Class A-1 Certificates has been
            reduced to zero; (3) third, to the Holders of the Class A-2
            Certificates, in an amount up to the Loan Group 1 Principal
            Distribution Amount (or the portion of it remaining after
            distributions on the Class A-AB and Class A-1 Certificates) and,
            after the outstanding Certificate Balance of the Class A-1A
            Certificates has been reduced to zero, the Loan Group 2 Principal
            Distribution Amount remaining after payments to the Holders of the
            Class A-1A, Class A-AB and Class A-1 Certificates have been made on
            such Distribution Date, until the outstanding Certificate Balance of
            the Class A-2 Certificates has been reduced to zero; (4) fourth, to
            the Holders of the Class A-3 Certificates, in an amount up to the
            Loan Group 1 Principal Distribution Amount (or the portion of it
            remaining after distributions on the Class A-AB, Class A-1 and Class
            A-2 Certificates) and, after the outstanding Certificate Balance of
            the Class A-1A Certificates has been reduced to zero, the Loan Group
            2 Principal Distribution Amount remaining after payments to the
            Holders of the Class A-1A, Class A-AB, Class A-1 and Class A-2
            Certificates have been made on such Distribution Date, until the
            outstanding Certificate Balance of the Class A-3 Certificates has
            been reduced to zero; (5) fifth, to the Holders of the Class A-AB
            Certificates, in an amount up to the Loan Group 1 Principal
            Distribution Amount (or the portion of it remaining after
            distributions on the Class A-AB (pursuant to clause (ii)(A)(1)),
            Class A-1, Class A-2 and Class A-3 Certificates) and, after the
            outstanding Certificate Balance of the Class A-1A Certificates has
            been reduced to zero, the Loan Group 2 Principal Distribution Amount
            remaining after payments to the Holders of the Class A-1A, Class
            A-AB (pursuant to clause (ii)(A)(1)), Class A-1, Class A-2 and Class
            A-3 Certificates have been made on such Distribution Date, until the
            outstanding Certificate Balance of the Class A-AB Certificates has
            been reduced to zero; and (6) sixth, to the Holders of the Class A-4
            Certificates, in an amount up to the Loan Group 1 Principal
            Distribution Amount (or the portion of it remaining after
            distributions on the Class A-AB, Class A-1, Class A-2 and Class A-3
            Certificates) and, after the outstanding Certificate Balance of the
            Class A-1A Certificates has been reduced to zero, the Loan Group 2
            Principal Distribution Amount remaining after payments to the
            Holders of the Class A-1A, Class A-AB, Class A-1, Class A-2 and
            Class A-3 Certificates have been made on such Distribution Date,
            until the outstanding Certificate Balance of the Class A-4
            Certificates has been reduced to zero; and (B) to the Holders of the
            Class A-1A Certificates, in an amount up to the Loan Group 2
            Principal Distribution Amount and, after the Certificate Balance of
            the Class A-4 Certificates has been reduced to zero, the Loan Group
            1 Principal Distribution Amount remaining after payments to the
            Holders of the Class A-AB, Class A-1, Class A-2, Class A-3 and Class
            A-4 Certificates have been made on such Distribution Date, until the
            Certificate Balance of the Class A-1A Certificates has been reduced
            to zero;

                  (iii) third, to the Holders of the Class A-1 Certificates, the
            Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB
            Certificates, the Class A-4 Certificates and the Class A-1A
            Certificates, pro rata (based upon the aggregate unreimbursed
            Collateral Support Deficit allocated to each such Class), until all
            amounts of Collateral Support Deficit previously allocated to such
            Classes, but not previously reimbursed, have been reimbursed in
            full;

                  (iv) fourth, to the Holders of the Class A-M Certificates, in
            respect of interest, up to an amount equal to the aggregate Interest
            Distribution Amount in respect of such Class of Certificates for
            such Distribution Date;

                  (v) fifth, after the Certificate Balances of the Class A
            Certificates have been reduced to zero, to the Holders of the Class
            A-M Certificates, in reduction of the Certificate Balance thereof,
            an amount equal to the Principal Distribution Amount (or the portion
            thereof remaining after any distributions in respect of the Class A
            Certificates on such Distribution Date), until the outstanding
            Certificate Balance of the Class A-M Certificates has been reduced
            to zero;

                  (vi) sixth, to the Holders of the Class A-M Certificates,
            until all amounts of Collateral Support Deficit previously allocated
            to the Class A-M Certificates, but not previously reimbursed, have
            been reimbursed in full;

                  (vii) seventh, to the Holders of the Class A-J Certificates,
            in respect of interest, up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (viii) eighth, after the Certificate Balances of the Class A
            and Class A-M Certificates have been reduced to zero, to the Holders
            of the Class A-J Certificates, in reduction of the Certificate
            Balance thereof, an amount equal to the Principal Distribution
            Amount (or the portion thereof remaining after any distributions in
            respect of the Class A and Class A-M Certificates on such
            Distribution Date), until the outstanding Certificate Balance of the
            Class A-J Certificates has been reduced to zero;

                  (ix) ninth, to the Holders of the Class A-J Certificates,
            until all amounts of Collateral Support Deficit previously allocated
            to the Class A-J Certificates, but not previously reimbursed, have
            been reimbursed in full;

                  (x) tenth, to the Holders of the Class B Certificates, in
            respect of interest, up to an amount equal to the aggregate Interest
            Distribution Amount in respect of such Class of Certificates for
            such Distribution Date;

                  (xi) eleventh, after the Certificate Balances of the Class A,
            Class A-M and Class A-J Certificates have been reduced to zero, to
            the Holders of the Class B Certificates, in reduction of the
            Certificate Balance thereof, an amount equal to the Principal
            Distribution Amount (or the portion thereof remaining after any
            distributions in respect of the Class A, Class A-M and Class A-J
            Certificates on such Distribution Date), until the outstanding
            Certificate Balance of the Class B Certificates has been reduced to
            zero;

                  (xii) twelfth, to the Holders of the Class B Certificates,
            until all amounts of Collateral Support Deficit previously allocated
            to the Class B Certificates, but not previously reimbursed, have
            been reimbursed in full;

                  (xiii) thirteenth, to the Holders of the Class C Certificates,
            in respect of interest, up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xiv) fourteenth, after the Certificate Balances of the Class
            A, Class A-M, Class A-J and Class B Certificates have been reduced
            to zero, to the Holders of the Class C Certificates, in reduction of
            the Certificate Balance thereof, an amount equal to the Principal
            Distribution Amount (or the portion thereof remaining after any
            distributions in respect of the Class A, Class A-M, Class A-J and
            Class B Certificates on such Distribution Date), until the
            outstanding Certificate Balance of the Class C Certificates has been
            reduced to zero;

                  (xv) fifteenth, to the Holders of the Class C Certificates,
            until all amounts of Collateral Support Deficit previously allocated
            to the Class C Certificates, but not previously reimbursed, have
            been reimbursed in full;

                  (xvi) sixteenth, to the Holders of the Class D Certificates,
            in respect of interest, up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xvii) seventeenth, after the Certificate Balances of the
            Class A, Class A-M, Class A-J, Class B and Class C Certificates have
            been reduced to zero, to the Holders of the Class D Certificates, in
            reduction of the Certificate Balance thereof, an amount equal to the
            Principal Distribution Amount (or the portion thereof remaining
            after any distributions in respect of the Class A, Class A-M, Class
            A-J, Class B and Class C Certificates on such Distribution Date),
            until the outstanding Certificate Balance of the Class D
            Certificates has been reduced to zero;

                  (xviii) eighteenth, to the Holders of the Class D
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class D Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xix) nineteenth, to the Holders of the Class E Certificates,
            in respect of interest, up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xx) twentieth, after the Certificate Balances of the Class A,
            Class A-M, Class A-J, Class B, Class C and Class D Certificates have
            been reduced to zero, to the Holders of the Class E Certificates, in
            reduction of the Certificate Balance thereof, an amount equal to the
            Principal Distribution Amount (or the portion thereof remaining
            after any distributions in respect of the Class A, Class A-M, Class
            A-J, Class B, Class C and Class D Certificates on such Distribution
            Date), until the outstanding Certificate Balance of the Class E
            Certificates has been reduced to zero;

                  (xxi) twenty-first, to the Holders of the Class E
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class E Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xxii) twenty-second, to the Holders of the Class F
            Certificates, in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxiii) twenty-third, after the Certificate Balances of the
            Class A, Class A-M, Class A-J, Class B, Class C, Class D and Class E
            Certificates have been reduced to zero, to the Holders of the Class
            F Certificates, in reduction of the Certificate Balance thereof, an
            amount equal to the Principal Distribution Amount (or the portion
            thereof remaining after any distributions in respect of the Class A,
            Class A-M, Class A-J, Class B, Class C, Class D and Class E
            Certificates on such Distribution Date), until the outstanding
            Certificate Balance of the Class F Certificates has been reduced to
            zero;

                  (xxiv) twenty-fourth, to the Holders of the Class F
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class F Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xxv) twenty-fifth, to the Holders of the Class G Certificates
            in respect of interest, up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxvi) twenty-sixth, after the Certificate Balances of the
            Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
            and Class F Certificates have been reduced to zero, to the Holders
            of the Class G Certificates, in reduction of the Certificate Balance
            thereof, an amount equal to the Principal Distribution Amount (or
            the portion thereof remaining after any distributions in respect of
            the Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class
            E and Class F Certificates on such Distribution Date), until the
            outstanding Certificate Balance of the Class G Certificates has been
            reduced to zero;

                  (xxvii) twenty-seventh, to the Holders of the Class G
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class G Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xxviii) twenty-eighth, to the Holders of the Class H
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxix) twenty-ninth, after the Certificate Balances of the
            Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
            Class F and Class G Certificates have been reduced to zero, to the
            Holders of the Class H Certificates, in reduction of the Certificate
            Balance thereof, an amount equal to the Principal Distribution
            Amount (or the portion thereof remaining after any distributions in
            respect of the Class A, Class A-M, Class A-J, Class B, Class C,
            Class D, Class E, Class F and Class G Certificates on such
            Distribution Date), until the outstanding Certificate Balance of the
            Class H Certificates has been reduced to zero;

                  (xxx) thirtieth, to the Holders of the Class H Certificates,
            until all amounts of Collateral Support Deficit previously allocated
            to the Class H Certificates, but not previously reimbursed, have
            been reimbursed in full;

                  (xxxi) thirty-first, to the Holders of the Class J
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxxii) thirty-second, after the Certificate Balances of the
            Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
            Class F, Class G and Class H Certificates have been reduced to zero,
            to the Holders of the Class J Certificates, in reduction of the
            Certificate Balance thereof, an amount equal to the Principal
            Distribution Amount (or the portion thereof remaining after any
            distributions in respect of the Class A, Class A-M, Class A-J, Class
            B, Class C, Class D, Class E, Class F, Class G and Class H
            Certificates on such Distribution Date), until the outstanding
            Certificate Balance of the Class J Certificates has been reduced to
            zero;

                  (xxxiii) thirty-third, to the Holders of the Class J
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class J Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xxxiv) thirty-fourth, to the Holders of the Class K
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxxv) thirty-fifth, after the Certificate Balances of the
            Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
            Class F, Class G, Class H and Class J Certificates have been reduced
            to zero, to the Holders of the Class K Certificates, in reduction of
            the Certificate Balance thereof, an amount equal to the Principal
            Distribution Amount (or the portion thereof remaining after any
            distributions in respect of the Class A, Class A-M, Class A-J, Class
            B, Class C, Class D, Class E, Class F, Class G, Class H and Class J
            Certificates on such Distribution Date), until the outstanding
            Certificate Balance of the Class K Certificates has been reduced to
            zero;

                  (xxxvi) thirty-sixth, to the Holders of the Class K
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class K Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xxxvii) thirty-seventh, to the Holders of the Class L
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xxxviii) thirty-eighth, after the Certificate Balances of the
            Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
            Class F, Class G, Class H, Class J and Class K Certificates have
            been reduced to zero, to the Holders of the Class L Certificates, in
            reduction of the Certificate Balance thereof, an amount equal to the
            Principal Distribution Amount (or the portion thereof remaining
            after any distributions in respect of the Class A, Class A-M, Class
            A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
            Class J and Class K Certificates on such Distribution Date), until
            the outstanding Certificate Balance of the Class L Certificates has
            been reduced to zero;

                  (xxxix) thirty-ninth, to the Holders of the Class L
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class L Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xl) fortieth, to the Holders of the Class M Certificates in
            respect of interest, up to an amount equal to the aggregate Interest
            Distribution Amount in respect of such Class of Certificates for
            such Distribution Date;

                  (xli) forty-first, after the Certificate Balances of the Class
            A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class
            F, Class G, Class H, Class J, Class K and Class L Certificates have
            been reduced to zero, to the Holders of the Class M Certificates, in
            reduction of the Certificate Balance thereof, an amount equal to the
            Principal Distribution Amount (or the portion thereof remaining
            after any distributions in respect of the Class A, Class A-M, Class
            A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
            Class J, Class K and Class L Certificates on such Distribution
            Date), until the outstanding Certificate Balance of the Class M
            Certificates has been reduced to zero;

                  (xlii) forty-second, to the Holders of the Class M
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class M Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xliii) forty-third, to the Holders of the Class N
            Certificates in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xliv) forty-fourth, after the Certificate Balances of the
            Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
            Class F, Class G, Class H, Class J, Class K, Class L and Class M
            Certificates have been reduced to zero, to the Holders of the Class
            N Certificates, in reduction of the Certificate Balance thereof, an
            amount equal to the Principal Distribution Amount (or the portion
            thereof remaining after any distributions in respect of the Class A,
            Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,
            Class G, Class H, Class J, Class K, Class L and Class M Certificates
            on such Distribution Date), until the outstanding Certificate
            Balance of the Class N Certificates has been reduced to zero;

                  (xlv) forty-fifth, to the Holders of the Class N Certificates,
            until all amounts of Collateral Support Deficit previously allocated
            to the Class N Certificates, but not previously reimbursed, have
            been reimbursed in full;

                  (xlvi) forty-sixth, to the Holders of the Class O Certificates
            in respect of interest, up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (xlvii) forty-seventh, after the Certificate Balances of the
            Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
            Class F, Class G, Class H, Class J, Class K, Class L, Class M and
            Class N Certificates have been reduced to zero, to the Holders of
            the Class O Certificates, in reduction of the Certificate Balance
            thereof, an amount equal to the Principal Distribution Amount (or
            the portion thereof remaining after any distributions in respect of
            the Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class
            E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and
            Class N Certificates on such Distribution Date), until the
            outstanding Certificate Balance of the Class O Certificates has been
            reduced to zero;

                  (xlviii) forty-eighth, to the Holders of the Class O
            Certificates, until all amounts of Collateral Support Deficit
            previously allocated to the Class O Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (xlix) forty-ninth, to the Holders of the Class P Certificates
            in respect of interest, up to an amount equal to the aggregate
            Interest Distribution Amount in respect of such Class of
            Certificates for such Distribution Date;

                  (l) fiftieth, after the Certificate Balances of the Class A,
            Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,
            Class G, Class H, Class J, Class K, Class L, Class M, Class N and
            Class O Certificates have been reduced to zero, to the Holders of
            the Class P Certificates, in reduction of the Certificate Balance
            thereof, an amount equal to the Principal Distribution Amount (or
            the portion thereof remaining after any distributions in respect of
            the Class A, Class A-M, Class A-J, Class B, Class C, Class D, Class
            E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
            Class N and Class O Certificates on such Distribution Date), until
            the outstanding Certificate Balance of the Class P Certificates has
            been reduced to zero;

                  (li) fifty-first, to the Holders of the Class P Certificates,
            until all amounts of Collateral Support Deficit previously allocated
            to the Class P Certificates, but not previously reimbursed, have
            been reimbursed in full; and

                  (lii) fifty-second, to the Holders of the Class R
            Certificates, the amount, if any, of the Available Distribution
            Amount remaining in the Upper-Tier Distribution Account with respect
            to such Distribution Date.

            On and after the Distribution Date on which the Certificate Balances
of the Subordinate Certificates have all been reduced to zero as a result of
losses on the Mortgage Loans or have been deemed to be reduced to zero as a
result of Appraisal Reductions (without regard to any amounts of Collateral
Support Deficit remaining unreimbursed), the Principal Distribution Amount will
be distributed, pro rata (based upon Certificate Balances), among the Class A
Certificates without regard to the priorities set forth in Section 4.01(a)(ii).

            (b) All distributions made in respect of any Class of Related
Certificates on each Distribution Date pursuant to Section 4.01(a) shall be
deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of its Related Uncertificated Lower-Tier Interest.
On each Distribution Date, each Uncertificated Lower-Tier Interest shall be
deemed to receive distributions in respect of principal or reimbursement of
Collateral Support Deficit in an amount equal to the amount of principal or
reimbursement of Collateral Support Deficit actually distributable to its
respective Related Certificates as provided in Section 4.01(a). During each
Interest Accrual Period, each Uncertificated Lower-Tier Interest shall accrue
interest in an amount equal to the product of the Lower-Tier Principal Amount of
each such Uncertificated Lower-Tier Interest and the Weighted Average Net
Mortgage Rate. On each Distribution Date, each Uncertificated Lower-Tier
Interest shall be deemed to receive distributions in respect of interest in an
amount equal to the Interest Distribution Amount in respect of its Related
Certificates and its Related Component of the Class X-W Certificates, in each
case to the extent actually distributable thereon as provided in Section
4.01(a). For this purpose, interest distributed on the Class X-W Certificates
shall be treated as having been distributed to their respective Components pro
rata based on interest accrued at the respective Class X-W Strip Rate. In all
events, the amount accrued in respect of each Uncertificated Lower-Tier Interest
less the amount deemed distributed in respect of such Uncertificated Lower-Tier
Interest shall equal the sum of (i) the Class Unpaid Interest Shortfall
allocated to such Uncertificated Lower-Tier Interest's Related Certificate and
(ii) the Class Unpaid Interest Shortfall allocated to the Related Component with
respect to the Class X-W Certificates, pro rata, based on interest accrued at
the respective Class X-W Strip Rates. Amounts deemed distributed to the
Uncertificated Lower-Tier Interests in respect of principal, interest and
reimbursement of Collateral Support Deficit with respect to any Distribution
Date are referred to herein collectively as the "Lower-Tier Distribution
Amount," and shall be made by the Trustee by depositing such Lower-Tier
Distribution Amount in the Upper Tier Distribution Account.

            As of any date, payments of principal in respect of the Mortgage
Loans and the Collateral Support Deficit shall be allocated to the
Uncertificated Lower Tier Interests such that the Lower-Tier Principal Amount
after application of any Collateral Support Deficit of each Uncertificated Lower
Tier Interest and the cumulative amount of Collateral Support Deficit allocated
to such Class of Uncertificated Lower Tier Interests equals the Certificate
Balance of the Related Certificates after the application of any Collateral
Support Deficit with respect thereto and the cumulative amount of Collateral
Support Deficit allocated to such Class of Related Certificates. The initial
principal balance of each Uncertificated Lower Tier Interest equals the
respective Original Lower Tier Principal Amount. The interest rate with respect
to each Uncertificated Lower-Tier Interest equals the Weighted Average Net
Mortgage Rate.

            Any amount that remains in the Lower-Tier Distribution Account on
each Distribution Date after distribution of the Lower-Tier Distribution Amount
and the distribution of any Yield Maintenance Charges shall be distributed to
the Holders of the Class LR Certificates.

            (c) On each Distribution Date, the Trustee shall withdraw from the
Lower-Tier Distribution Account an aggregate amount equal to all Yield
Maintenance Charges actually collected on the Mortgage Loans or any REO Loans on
or prior to the related Determination Date and shall distribute such amount in
respect of the Class LA-1 Uncertificated Lower-Tier Interest by depositing such
amount in the Upper-Tier Distribution Account (notwithstanding that all
principal and interest distributable with respect to the Class LA-1
Uncertificated Lower-Tier Interest has been paid in full).

            (d) [Reserved]

            (e) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent Yield
Maintenance Charges actually collected on Mortgage Loans or successor REO Loans
on or prior to the related Determination Date and remitted in respect of the
Uncertificated Lower-Tier Interests pursuant to Section 4.01(c), and shall
distribute such amounts as follows:

                  (i) Yield Maintenance Charges received with respect to the
            Group 1 Mortgage Loans shall be distributed to the Class A-1, Class
            A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class
            B, Class C, Class D, Class E, Class F, Class G and Class H
            Certificates, in an amount equal to the product of (a) a fraction
            whose numerator is the amount distributed as principal to such Class
            on such Distribution Date, and whose denominator is the total amount
            distributed as principal to the Class A-1, Class A-2, Class A-3,
            Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class
            D, Class E, Class F, Class G and Class H Certificates on such
            Distribution Date, (b) the Base Interest fraction for the related
            Principal Prepayment and such Class of Certificates and (c) the
            total amount of Yield Maintenance Charges collected with respect to
            the related Principal Prepayments on or prior to the related
            Determination Date. Any Yield Maintenance Charges collected on or
            prior to the related Determination Date and remaining after such
            distributions shall be distributed to the Holders of the Class X-W
            Certificates;

                  (ii) Yield Maintenance Charges received with respect to the
            Group 2 Mortgage Loans shall be distributed to the Class A-1A
            Certificates, in an amount equal to the product of (a) a fraction
            whose numerator is the amount distributed as principal to such Class
            on such Distribution Date, and whose denominator is the total amount
            distributed as principal to the Class A-1A Certificates on such
            Distribution Date, (b) the Base Interest Fraction for the related
            Principal Prepayment and such Class of Certificates and (c) the
            aggregate amount of Yield Maintenance Charges collected on such
            Principal Prepayments on or prior to the related Determination Date.
            Any Yield Maintenance Charges collected on or prior to the related
            Determination Date remaining after such distributions shall be
            distributed to the Holders of the Class X-W Certificates.

            Following the reduction of the Certificate Balances of the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates to zero, the Trustee shall distribute to the Class X-W Certificates
all Yield Maintenance Charges actually received on or prior to the related
Determination Date with respect to the Mortgage Loans and remitted in respect of
Uncertificated Lower-Tier Interests pursuant to Section 4.01(b).

            (f) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(g), 4.01(h) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates) or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined without regard to any possible
future reimbursement of Collateral Support Deficit previously allocated to such
Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.

            Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor, the Servicer, the Special Servicer, the
Underwriters or the Initial Purchasers shall have any responsibility therefor
except as otherwise provided by this Agreement or applicable law.

            (g) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall, no
later than the related P&I Advance Determination Date, mail to each Rating
Agency and to each Holder on such date of such Class of Certificates a notice to
the effect that:

                  (i) the Trustee expects that the final distribution with
            respect to such Class of Certificates will be made on such
            Distribution Date but only upon presentation and surrender of such
            Certificates at the offices of the Certificate Registrar or such
            other location therein specified; and

                  (ii) no interest shall accrue on such Certificates from and
            after such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such steps
to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g).

            (h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on
the relevant Distribution Date; provided, that all distributions in
reimbursement of Collateral Support Deficit previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register. Notice of any such distribution to a prior Holder shall be
made in accordance with Section 12.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Trustee shall attempt to contact such prior Holder in the
manner contemplated by Section 4.01(g) as if such Holder had failed to surrender
its Certificates.

            (i) Shortfalls in interest distributable to the Certificates on any
Distribution Date resulting from Uncovered Prepayment Interest Shortfalls shall
be allocated to each Class of Regular Certificates (other than the Class X-W
Certificates), pro rata, based on the Accrued Certificate Interest distributable
to each such Class on such Distribution Date. Uncovered Prepayment Interest
Shortfalls so allocated to the Regular Certificates (other than the Class X-W
Certificates) shall be allocated to the Related Uncertificated Lower Tier
Interests, pro rata, based on interest accrued (without regard to the related
Class X-W Strip Rate).

            (j) On each Distribution Date, with respect to amounts on deposit in
the Excess Liquidation Proceeds Reserve Account, the Trustee shall distribute
such amount to the Certificateholders, in sequential order, as reimbursement for
previously allocated Collateral Support Deficit, and shall be deemed to have
distributed such amounts from the Lower-Tier REMIC to the Upper-Tier REMIC in
respect of the Related Uncertificated Lower-Tier Interests in the same manner as
principal is allocated in Section 4.01(b). Any amounts remaining in the Excess
Liquidation Proceeds Reserve Account on the Final Distribution Date shall be
distributed to the Holders of the Class LR Certificates.

            (k) On each Distribution Date following a related Anticipated
Prepayment Date, 100% of the Excess Interest received with respect to the
Mortgage Loans during the related Due Period shall be distributed to the Holders
of the Class S Certificates from the Excess Interest Distribution Account; and
with respect to amounts on deposit in the Excess Liquidation Proceeds Reserve
Account, the Trustee shall distribute such amounts to the Certificateholders, in
sequential order, as reimbursement for previously allocated Collateral Support
Deficit. Any amounts remaining in the Excess Liquidation Proceeds Reserve
Account on the Final Distribution Date shall be distributed to the Holders of
the Class LR Certificates.

            (l) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The Certificate
Registrar shall promptly provide the Trustee with any IRS Forms W-9, W-8BEN,
W-8IMY (and all appropriate attachments) or W-8ECI upon its receipt thereof. The
consent of Certificateholders shall not be required for such withholding. If the
Paying Agent does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Paying Agent shall indicate the amount withheld to
such Certificateholders. Such amounts shall be deemed to have been distributed
to such Certificateholders for all purposes of this Agreement.

            Section 4.02 Statements to Certificateholders; CMSA Investor
Reporting Package (IRP)s.

            (a) On each Distribution Date, the Trustee shall make available and,
upon request, forward to any interested party a statement (substantially in the
form set forth as Exhibit G hereto and based on the information supplied to the
Trustee in the related CMSA Investor Reporting Package (IRP), upon which
information the Trustee may conclusively rely, in accordance with CMSA
guidelines) as to the distributions made on such Distribution Date (each, a
"Statement to Certificateholders") setting forth:

                  (i) the amount of the distribution on such Distribution Date
            to the Holders of each Class of Certificates in reduction of the
            Certificate Balance thereof;

                  (ii) the amount of the distribution on such Distribution Date
            to the Holders of such Class of Certificates allocable to
            Distributable Certificate Interest;

                  (iii) the aggregate amount of Advances made, with respect to
            the Mortgage Pool and with respect to each Loan Group, during the
            period from but not including the previous Distribution Date to and
            including such Distribution Date (including, to the extent material,
            the general use of funds advanced and general source of funds for
            reimbursements);

                  (iv) the aggregate amount of compensation paid to the Trustee
            and servicing compensation paid to the Servicer and the Special
            Servicer for the related Determination Date and any other fees
            accrued and paid from the Trust Fund;

                  (v) the aggregate Stated Principal Balance, with respect to
            the Mortgage Pool and with respect to each Loan Group, of the
            Mortgage Loans and any REO Loans outstanding immediately before and
            immediately after such Distribution Date;

                  (vi) the number of loans, their aggregate principal balance,
            weighted average, remaining term to maturity and weighted average
            Mortgage Rate (and interest rates by distributional groups or
            ranges) of the Mortgage Loans (as of the related and the next
            succeeding Distribution Date), with respect to the Mortgage Pool and
            with respect to each Loan Group, as of the related Determination
            Date;

                  (vii) the number and aggregate principal balance of Mortgage
            Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)
            delinquent 90 days or more and (D) current but specially serviced or
            in foreclosure but not REO Property (and the information described
            in Item 1100(b)(5) of Regulation AB to the extent material);

                  (viii) the value of any REO Property included in the Trust
            Fund as of the Determination Date for such Distribution Date, on a
            loan by loan basis, based on the most recent Appraisal or valuation;

                  (ix) the Available Distribution Amount for such Distribution
            Date, and any other cash flows received on the Mortgage Loans
            applied to pay fees and expenses (including the components of the
            Available Distribution Amount or other cash flows);

                  (x) the Accrued Certificate Interest in respect of each Class
            of Certificates for such Distribution Date, separately identifying
            any Certificate Deferred Interest for such Distribution Date
            allocated to such Class of Certificates;

                  (xi) the amount of the distribution on such Distribution Date
            to the Holders of such Class of Certificates allocable to Yield
            Maintenance Charges and Excess Interest;

                  (xii) the Pass-Through Rate for each Class of Certificates for
            such Distribution Date and the next succeeding Distribution Date;

                  (xiii) the Scheduled Principal Distribution Amount, the
            Unscheduled Principal Distribution Amount and the Principal
            Shortfall for such Distribution Date, with respect to the Mortgage
            Pool and with respect to each Loan Group;

                  (xiv) the Certificate Balance or Notional Amount, as the case
            may be, of each Class of Certificates immediately before and
            immediately after such Distribution Date, separately identifying any
            reduction therein as a result of the allocation of any Collateral
            Support Deficit on such Distribution Date and the aggregate amount
            of all reductions as a result of allocations of Collateral Support
            Deficits to date;

                  (xv) the Certificate Factor for each Class of Regular
            Certificates immediately following such Distribution Date;

                  (xvi) the amount of any Appraisal Reductions effected in
            connection with such Distribution Date on a loan-by-loan basis, the
            total Appraisal Reduction effected in connection with such
            Distribution Date and the total Appraisal Reduction Amounts as of
            such Distribution Date;

                  (xvii) the number and related Stated Principal Balance of any
            Mortgage Loans extended, modified or waived since the previous
            Determination Date, on a loan-by-loan basis (including a description
            of any material modifications, extensions or waivers to Mortgage
            Loan terms, fees, penalties or payments during the distribution
            period or that have cumulatively become material over time);

                  (xviii) the amount of any remaining Class Unpaid Interest
            Shortfall for such Class as of such Distribution Date;

                  (xix) a loan-by-loan listing of each Mortgage Loan which was
            the subject of a Principal Prepayment since the previous
            Determination Date and the amount and the type of Principal
            Prepayment occurring;

                  (xx) a loan-by-loan listing of each Mortgage Loan which was
            defeased since the previous Determination Date;

                  (xxi) the balance of the Interest Reserve Account on the P&I
            Advance Date;

                  (xxii) in the case of the Residual Certificates and the Class
            S Certificates, the amount of any distributions on such Certificates
            pursuant to Sections 4.01(a) and (b);

                  (xxiii) the amount of the distribution on such Distribution
            Date to the Holders of such Class of Certificates in reimbursement
            of previously allocated Collateral Support Deficit;

                  (xxiv) the aggregate unpaid principal balance of the Mortgage
            Loans outstanding as of the close of business on the related
            Determination Date, with respect to the Mortgage Pool and with
            respect to each Loan Group;

                  (xxv) with respect to any Mortgage Loan as to which a
            Liquidation Event occurred since the previous Determination Date
            (other than a payment in full), (A) the loan number thereof, (B) the
            aggregate of all Liquidation Proceeds and other amounts received in
            connection with such Liquidation Event (separately identifying the
            portion thereof allocable to distributions on the Certificates), and
            (C) the amount of any Collateral Support Deficit in connection with
            such Liquidation Event;

                  (xxvi) with respect to any REO Property included in the Trust
            Fund as to which a Final Recovery Determination was made since the
            previous Determination Date, (A) the loan number of the related
            Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and
            other amounts received in connection with such Final Recovery
            Determination (separately identifying the portion thereof allocable
            to distributions on the Certificates), and (C) the amount of any
            Collateral Support Deficit in respect of the related REO Loan in
            connection with such Final Recovery Determination;

                  (xxvii) the aggregate amount of interest on P&I Advances paid
            to the Servicer and the Trustee since the preceding Distribution
            Date, with respect to the Mortgage Pool and with respect to each
            Loan Group;

                  (xxviii) the aggregate amount of interest on Servicing
            Advances paid to the Servicer, the Special Servicer and the Trustee
            since the preceding Distribution Date, with respect to the Mortgage
            Pool and with respect to each Loan Group;

                  (xxix) the original and then current credit support levels for
            each Class of Certificates;

                  (xxx) the original and then current ratings for each Class of
            Regular Certificates;

                  (xxxi) the aggregate amount of Yield Maintenance Charges
            collected since the previous Determination Date;

                  (xxxii) the amounts on deposit in each account established by
            the Servicer and Special Servicer pursuant to this Agreement (other
            than the Excess Interest Distribution Account) before and after
            giving effect to the distribution made on such Distribution Date
            (and any material account activity since the prior Distribution
            Date);

                  (xxxiii) the Record Date, Interest Accrual Period and
            Determination Date for such Distribution Date;

                  (xxxiv) material breaches of Mortgage Loan representations and
            warranties of which the Trustee, Servicer or the Special Servicer
            has received written notice;

                  (xxxv) material breaches of any covenants under this Agreement
            of which the Trustee, the Servicer or the Special Servicer has
            received written notice;

                  (xxxvi) as determined and/or approved by the Depositor, any
            other information necessary to satisfy the requirements of Item
            1121(a) of Regulation AB that can, in the Trustee's reasonable
            judgment, be included on the Statement to Certificateholders without
            undue difficulty; and

                  (xxxvii) such other information and in such form as specified
            in this Agreement.

            In the case of information furnished pursuant to clauses (i), (ii),
(xi), (xvi) and (xviii) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was a Holder of a Certificate a statement containing the
information set forth in clauses (i), (ii) and (xi) above as to the applicable
Class, aggregated for such calendar year or applicable portion thereof during
which such person was a Certificateholder, together with such other information
as the Trustee deems necessary or desirable, or that a Certificateholder or
Certificate Owner reasonably requests, to enable Certificateholders to prepare
their tax returns for such calendar year. Such obligation of the Trustee shall
be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time are in force.

            The Trustee shall make available each month, to the general public
(including the Underwriters and the Initial Purchasers) via its internet website
initially located at "www.etrustee.net," (i) the related Statement to
Certificateholders (in the form attached hereto as Exhibit G), (ii) to the
extent received from the Servicer, the CMSA Loan Periodic Update File, CMSA Loan
Setup File, CMSA Bond Level File, and CMSA Collateral Summary File, (iii) the
CMSA Reconciliation of Funds Report and (iv) as a convenience to the general
public (and not in furtherance of the distribution thereof under the securities
laws), the Prospectus, this Agreement and any other information requested by the
Depositor and (iv) any reports on Forms 10-D, 10K and 8-K (except with respect
to the initial Form 8-K filed by the Depositor) that have been filed with
respect to the Trust through the EDGAR system.

            In addition, the Trustee shall make available each month, to the
extent received from the Servicer, to any Privileged Person, the Underwriters
and the Initial Purchasers via its internet website, the CMSA Supplemental
Servicer Reports, the CMSA Property File, the CMSA Financial File and any other
information requested by the Depositor. Additionally, the Servicer may make
available the CMSA Investor Reporting Package on its internet website to any
Privileged Person.

            Neither the Trustee nor Servicer makes any representations or
warranties as to the accuracy or completeness of any report, document or other
information for which it is not the original source and that is made available
on its internet website and assumes no responsibility therefor. In addition, the
Trustee and the Servicer may disclaim responsibility for any information
distributed by the Trustee or the Servicer, as the case may be, for which it is
not the original source.

            Upon request, the Trustee shall also deliver to the Underwriters, in
the case of the Offered Certificates, and the Initial Purchasers, in the case of
the Non-Offered Certificates, copies of all reports not available on the
Trustee's internet website and required to be delivered to the holders of such
Certificates, under the terms and conditions applicable to holders of such
Certificates.

            In connection with providing access to the Trustee's or the
Servicer's internet website, the Trustee or the Servicer, as applicable, may
require registration and the acceptance of a disclaimer. Neither the Trustee nor
the Servicer shall be liable for the dissemination of information in accordance
herewith. Questions regarding the Trustee's internet website can be directed to
the Trustee's CMBS customer service desk at (312) 904-7989 and questions
regarding the Servicer's internet website can be directed to the Servicer at
(800) 326-1334.

            The Servicer may, at its sole cost and expense, make available by
electronic media, bulletin board service or internet website (in addition to
making information available as provided herein) the CMSA Investor Reporting
Package and may make any other reports the Servicer is required or permitted to
provide so available to any party to this Agreement, the Rating Agencies, the
Underwriters or any Certificateholder or prospective Certificateholder (or
solely with respect to reports relating to the related Serviced Whole Loan, the
holders of any Serviced Pari Passu Loan or Serviced B Note (or their
designees)). As of the Closing Date the Servicer does not intend and is not
required to post any questions or answers on any website which it may maintain
with respect to commercial mortgage loans or the related commercial mortgaged
properties, but in the event that at any time thereafter the Servicer posts on
its website which it may maintain questions and answers with respect to other
commercial mortgage loans, the Servicer shall be required to post on its website
questions and answers posed by the Rating Agencies, Certificateholders and
prospective Certificateholders to the extent the Servicer determines in its sole
discretion that any such question and answer merely clarifies the information
set forth in the CMSA Investor Reporting Package, or constitutes an update to
such information, in either case, to the extent the Servicer determines in its
sole discretion that such update would not constitute "material information"
within the meaning of the applicable securities laws. The availability of such
information or reports on the internet or similar electronic media shall be
deemed to satisfy any specific delivery requirements of the Servicer in this
Agreement. In connection with providing access to the Servicer's Internet
website which it may maintain, the Servicer shall take reasonable measures to
ensure that only such parties listed above may access such information
including, without limitation, requiring registration and acceptance of a
disclaimer. The Servicer shall not be liable for dissemination of this
information in accordance with this Agreement, provided that such information
otherwise meets the requirements set forth herein with respect to the form and
substance of such information or reports. The Servicer shall be entitled to
attach to any report provided pursuant to this subsection, any reasonable
disclaimer with respect to information provided, or any assumptions required to
be made by such report. Notwithstanding anything herein to the contrary, the
Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or internet website any reports or other information the
Servicer is required or permitted to provide to any Mortgagor with respect to
such Mortgagor's Mortgage Loan to the extent such action does not conflict with
the terms of this Agreement, the terms of the Mortgage Loans or applicable law.

            (b) Subject to Section 3.12(d), (A) not later than 2:00 p.m. (New
York City time), on the first Business Day before each Distribution Date, the
Servicer shall deliver to the Trustee the CMSA Investor Reporting Package (IRP)
(other than the CMSA Loan Periodic Update File, the CMSA Bond Level File and the
CMSA Reconciliation of Funds Report) and (B) not later than 1:00 p.m. (New York
City time), on the second Business Day before each Distribution Date, the
Servicer shall deliver to the Trustee the CMSA Loan Periodic Update File, in
each case reflecting information as of the close of business on the
Determination Date, in a mutually agreeable electronic format. Such information
may be delivered by the Servicer to the Trustee in such electronic or other form
as may be reasonably acceptable to the Trustee and the Servicer. The Special
Servicer shall from time to time (and, in any event, as may be reasonably
required by the Servicer) provide the Servicer with such information in its
possession regarding the Specially Serviced Mortgage Loans and REO Properties as
may be necessary for the Servicer to prepare each report and any supplemental
information the Servicer is required to provide hereunder to the Trustee.
Neither the Trustee nor the Depositor shall have any obligation to recompute,
verify or recalculate the information provided thereto by the Servicer in the
CMSA Investor Reporting Package (IRP). Unless the Trustee has actual knowledge
that any CMSA Investor Reporting Package (IRP) contains erroneous information,
the Trustee is authorized to rely thereon in calculating and making
distributions to Certificateholders in accordance with Section 4.01, preparing
the statements to Certificateholders required by Section 4.02(a) and allocating
Collateral Support Deficit to the Certificates in accordance with Section 4.04.

            Notwithstanding the foregoing, the failure of the Servicer or
Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(b) or Section 4.02(c) shall not constitute a
breach of this Section 4.02(b) or of Section 4.02(c) to the extent the Servicer
or the Special Servicer so fails because such disclosure, in the reasonable
belief of the Servicer or the Special Servicer, as the case may be, would
violate any applicable law or any provision of a loan document prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Servicer or the Special Servicer may affix to any information
provided by it any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

            Absent manifest error of which it has actual knowledge, none of the
Servicer, the Special Servicer or the Trustee shall be responsible for the
accuracy or completeness of any information supplied to it by a Mortgagor, the
Depositor (including information in the Prospectus Supplement), the Mortgage
Loan Seller or a third party that is included in any reports, statements,
materials or information prepared or provided by the Servicer, the Special
Servicer or the Trustee, as applicable, pursuant to this Agreement. None of the
Trustee, the Servicer or the Special Servicer shall have any obligation to
verify the accuracy or completeness of any information provided by a Mortgagor,
the Mortgage Loan Seller, a third party or each other.

            (c) As soon as reasonably practicable, upon the written request of
any Certificateholder, the Trustee shall provide the requesting
Certificateholder with such information that is in the Trustee's possession or
can reasonably be obtained by the Trustee as is requested by such
Certificateholder, for purposes of satisfying applicable reporting requirements
under Rule 144A under the Securities Act. Neither the Certificate Registrar nor
the Trustee shall have any responsibility for the sufficiency under Rule 144A or
any other securities laws of any available information so furnished to any
person including any prospective purchaser of a Certificate or any interest
therein, nor for the content or accuracy of any information so furnished which
was prepared or delivered to them by another. In addition, the Trustee shall
provide any designee of the Depositor certain current information with respect
to the Mortgaged Properties as set forth on Schedule 1 hereto, to the extent
such information is in the Trustee's possession or can reasonably be obtained by
the Trustee.

            (d) Reserved.

            (e) At all times during the Trust's fiscal year 2006, the Trustee
shall monitor for the occurrence or existence of any of the following matters:

                  (i) any failure of the Trustee to make any monthly
            distributions to the Holders of any Class of Certificates, which
            failure is not otherwise reflected in the Statements to
            Certificateholders filed with the Commission or has not otherwise
            been reported to the Depositor pursuant to any other section of this
            Agreement;

                  (ii) any acquisition or disposition by the Trust of a Mortgage
            Loan or an REO Property, which acquisition or disposition has not
            otherwise been reflected in the Statements to Certificateholders
            filed with the Commission or has not otherwise been reported to the
            Depositor pursuant to any other section of this Agreement;

                  (iii) any other acquisition or disposition by the Trust of a
            significant amount of assets (other than Permitted Investments,
            Mortgage Loans and REO Properties), other than in the normal course
            of business, which acquisition or disposition has not otherwise been
            reflected in the Statements to Certificateholders filed with the
            Commission or has not otherwise been reported to the Depositor
            pursuant to any other section of this Agreement;

                  (iv) any change in the fiscal year of the Trust;

                  (v) any material legal proceedings of which the Trustee has
            knowledge, other than ordinary routine litigation incidental to the
            business of the Trust, to which the Trust (or any party to this
            Agreement on behalf of the Trust) is a party or of which any
            property included in the Trust Fund is subject, or any threat by a
            governmental authority to bring any such legal proceedings;

                  (vi) any event of bankruptcy, insolvency, readjustment of
            debt, marshalling of assets and liabilities, or similar proceedings
            in respect of or pertaining to the Trust or any party to this
            Agreement of which the Trustee has knowledge, or any actions by or
            on behalf of the Trust or any party to this Agreement indicating its
            bankruptcy, insolvency or inability to pay its obligations; and

                  (vii) any change in the rating or ratings assigned to any
            Class of Certificates not otherwise reflected in the Statements to
            Certificateholders filed with the Commission;

provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited (except where the Trustee received information regarding
such proceeding from the Servicer or the Special Servicer pursuant to the next
paragraph) to circumstances where it would be reasonable for the Trustee to
identify such property as an asset of, or as securing an asset of, the Trust or
such threatened proceedings as concerning the Trust and (2) no Responsible
Officer of the Trustee shall be deemed to have actual knowledge of the matters
described in clauses (vi) and (vii) of this Section 4.02(e) unless (x) any such
matter contemplated in clause (vi) occurred or related specifically to the Trust
or (y) such Responsible Officer was notified in a written instrument addressed
to it.

            Section 4.03 P&I Advances.

            (a) No later than 1:00 p.m. (New York City time) on each P&I Advance
Date, the Servicer shall in the case of all Mortgage Loans (except with respect
to the 277 Park Avenue Mortgage Loan and the KinderCare Portfolio Mortgage Loan)
either (i) remit to the Trustee for deposit into the Lower-Tier Distribution
Account, as applicable, from its own funds an amount equal to the aggregate
amount of P&I Advances, if any, to be made in respect of the related
Distribution Date, (ii) apply amounts held in the Certificate Account for future
distribution to Certificateholders in subsequent months in discharge of any such
obligation to make P&I Advances or (iii) make P&I Advances in the form of any
combination of (i) and (ii) aggregating the total amount of P&I Advances to be
made.

            Any amounts held in the Certificate Account for future distribution
and so used to make P&I Advances shall be appropriately reflected in the
Servicer's records and replaced by the Servicer by deposit in the Certificate
Account, on or before the next succeeding P&I Advance Determination Date (to the
extent not previously replaced through the deposit of Late Collections of the
delinquent principal and/or interest in respect of which such P&I Advances were
made). The Servicer shall notify the Trustee of (i) the aggregate amount of P&I
Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I
Advances for such Distribution Date, on or before two Business Days prior to
such Distribution Date. If the Servicer fails to make a required P&I Advance on
any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to
Section 7.05 by noon, New York City time, on the related Distribution Date.
Neither the Trustee nor the Servicer is required to make a P&I Advance with
respect to any Serviced B Note.

            (b) Subject to Section 4.03(c) and 4.03(e) below, the aggregate
amount of P&I Advances to be made by the Servicer with respect to any
Distribution Date shall equal the aggregate of: (i) all Monthly Payments (in
each case, net of related Servicing Fees and, if applicable, any Non-Serviced
Mortgage Loan Primary Servicing Fee) other than Balloon Payments, that were due
on a Due Date during the related Due Period and not received as of the close of
business on the P&I Advance Determination Date (or not advanced by the Servicer
or any Sub-Servicer on behalf of the Servicer) and (ii) with respect to each REO
Loan and each Mortgage Loan as to which the related Balloon Payment was due
during or prior to the related Due Period and was delinquent as of the related
Determination Date (including any REO Loan as to which the Balloon Payment would
have been past due), an amount equal to the Assumed Scheduled Payment therefor.
Subject to subsection (c) below, the obligation of the Servicer to make such P&I
Advances is mandatory, and with respect to any Mortgage Loan or successor REO
Loan, shall continue until the Distribution Date on which the proceeds, if any,
received in connection with a Liquidation Event with respect thereto are to be
distributed; provided, that if the Monthly Payment on any Mortgage Loan has been
reduced in connection with a bankruptcy or similar proceeding involving the
related Mortgagor or a modification, waiver or amendment granted or agreed to by
the Special Servicer pursuant to Section 3.20, or, if the final maturity on any
Mortgage Loan shall be extended in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
and if the Monthly Payment due and owing during the extension period or after
such modification, waiver, amendment or bankruptcy is less than the related
Assumed Scheduled Payment, then the Servicer or Trustee shall, as to such
Mortgage Loan only, advance only the amount of the Monthly Payment due and owing
after taking into account such reduction (net of related Servicing Fees and any
related Non-Serviced Mortgage Loan Primary Servicing Fee) in the event of
subsequent delinquencies thereon. P&I Advances with respect to the 277 Park
Avenue Mortgage Loan and the KinderCare Portfolio Mortgage Loan will be made by
the BACM 2005-6 Servicer.

            (c) Notwithstanding anything herein to the contrary, (i) no P&I
Advance shall be required to be made hereunder if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance and (ii) neither the Servicer nor
the Trustee shall be required to make any P&I Advance hereunder with respect to
any mortgage loan or portion thereof that is not a Mortgage Loan. Each of the
Servicer and the Trustee may make its determination that a Nonrecoverable P&I
Advance has been made or that any proposed P&I Advance would be a Nonrecoverable
Advance. The Trustee may conclusively rely on such determination made by the
Servicer. In addition, the Special Servicer may make a determination that a P&I
Advance that has been made is a Nonrecoverable Advance, which determination is
binding on the Servicer and the Trustee and shall be conclusively relied on by
the Servicer and the Trustee; provided, however, that each of the Servicer and
the Trustee may continue to make its own nonrecoverability determinations
thereafter, unless the Special Servicer has notified in writing each of the
Servicer and the Trustee that it has determined that any future or additional
P&I Advances on such Mortgage Loan will be Nonrecoverable P&I Advances. On each
Determination Date, the Special Servicer shall report to the Servicer and the
Trustee the Special Servicer's determination as to whether each P&I Advance made
with respect to any previous Distribution Date or proposed to be made with
respect to such Distribution Date with respect to any Specially Serviced
Mortgage Loan or REO Loan is a Nonrecoverable P&I Advance.

            (d) In connection with the recovery of any P&I Advance out of the
Certificate Account pursuant to Section 3.05(a) or the related Serviced Whole
Loan Custodial Account pursuant to Section 3.05(e), the Servicer shall be
entitled to pay itself or the Trustee, as the case may be (in reverse of such
order with respect to any Mortgage Loan or REO Property as to which a P&I
Advance was made by such entity pursuant to this Agreement), out of any amounts
then on deposit in the Certificate Account or the related Serviced Whole Loan
Custodial Account (to the extent amounts therein relate to a Mortgage Loan,
pursuant to the related Co-Lender Agreement), as applicable, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
P&I Advance from the date made to but not including the date of reimbursement
(or if such P&I Advance was made prior to the end of any grace period applicable
to the subject delinquent Monthly Payment, for so long as such P&I Advance is
outstanding following the end of such grace period). The Servicer shall
reimburse itself or the Trustee, as the case may be, for any outstanding P&I
Advance as soon as practicably possible (but after payment of any outstanding
Servicing Fees and Special Servicing Fees due) after funds available pursuant to
Section 3.05 for such purpose are deposited in the Certificate Account (with
respect to P&I Advances made with respect to Mortgage Loans that are not part of
a Serviced Whole Loan) or the related Serviced Whole Loan Custodial Account
(with respect to P&I Advances made with respect to Mortgage Loans that are part
of a Serviced Whole Loan).

            (e) Notwithstanding the foregoing, (i) none of the Servicer or the
Trustee shall make a P&I Advance for Excess Interest, Yield Maintenance Charges
or Penalty Charges or with respect to any Pari Passu Loan or B Note and (ii) the
amount required to be advanced in respect of delinquent Monthly Payments or
Assumed Scheduled Payments on Mortgage Loans that have been subject to an
Appraisal Reduction Event will equal, with respect to any Distribution Date and
any Mortgage Loan, the amount that would be required to be advanced by the
Servicer without giving effect to the Appraisal Reduction less any Appraisal
Reduction Amount with respect to such Mortgage Loan for such Distribution Date;
provided that, the amount of any P&I Advance with respect to a Mortgage Loan, as
to which there has been an Appraisal Reduction will be an amount equal to the
product of (i) the amount required to be advanced without giving effect to this
proviso and (ii) a fraction, the numerator of which is the Stated Principal
Balance of such Mortgage Loan as of the immediately preceding Determination Date
less any Appraisal Reduction Amount applicable to such Mortgage Loan and the
denominator of which is the Stated Principal Balance of such Mortgage Loan as of
such Determination Date. All P&I Advances for any Mortgage Loans that have been
modified shall be calculated on the basis of their terms as modified.

            (f) With respect to the James Center Mortgage Loan, the Servicer
shall make its determination that it has made a P&I Advance on such Mortgage
Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if
made, would constitute a Nonrecoverable P&I Advance with respect to such
Mortgage Loan independently of any determination made by any master servicer
with respect to such commercial mortgage securitization holding the related Pari
Passu Loan under the related pooling and servicing agreement in respect of the
related Pari Passu Loan. If the Servicer determines that a proposed P&I Advance
with respect to any such Mortgage Loan if made, or any outstanding P&I Advance
with respect to such Mortgage Loan previously made, would be, or is, as
applicable, a Nonrecoverable Advance, the Servicer shall provide any master
servicer with respect to such commercial mortgage securitization holding the
related Pari Passu Loan under the related pooling and servicing agreement,
written notice of such determination within one Business Day of the date of such
determination. If the Servicer receives written notice from any master servicer
with respect to such commercial mortgage securitization holding the related Pari
Passu Loan under the related pooling and servicing agreement that it has
determined, with respect to the related Pari Passu Loan, that any proposed
advance of principal and/or interest with respect to such Pari Passu Loan would
be, or any outstanding advance of principal and/or interest is, a nonrecoverable
advance of principal and/or interest, then such determination shall be binding
on the Certificateholders and none of the Servicer or the Trustee shall make any
additional P&I Advances with respect to the related Mortgage Loan unless the
Servicer has consulted with the other related master servicer(s) and they agree
that circumstances with respect to the related Whole Loan have changed such that
a proposed future P&I Advance in respect of the related Mortgage Loan would not
be a Nonrecoverable P&I Advance; provided, however, that the determination of
any master servicer with respect to such commercial mortgage securitization
holding the related Pari Passu Loan under the related pooling and servicing
agreement shall not be binding on the Certificateholders, and the Servicer or
the Trustee, as applicable, shall make its own determination of recoverability,
in the event that the master servicer that made such determination is not
approved as a master servicer by each of S&P, Fitch and Moody's. Notwithstanding
the foregoing, the Servicer shall continue to have the discretion provided in
this Agreement to determine that any future P&I Advance or outstanding P&I
Advance would be, or is, as applicable, a Nonrecoverable P&I Advance. Once such
a determination is made by the Servicer or the Servicer receives written notice
of such determination by any of the other related master servicers, none of the
Servicer or the Trustee shall make any additional P&I Advances with respect to
the applicable Mortgage Loan until the Servicer has followed the process set
forth in this paragraph. In the event that Servicer receives notice from any of
Fitch, Moody's, DBRS or S&P that it is no longer approved as a master servicer
for commercial mortgage securitizations, it shall promptly notify the master
servicer with respect to each commercial mortgage securitization holding the
related Pari Passu Loan under the related pooling and servicing agreement. The
applicable master servicer shall not be required under the related pooling and
servicing agreement to abide by any determination of non-recoverability by the
Servicer if the Servicer is no longer approved as a master servicer for
commercial securitizations by S&P, Moody's, Fitch and DBRS.

            Section 4.04 Allocation of Collateral Support Deficit.

            (a) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01 and the
allocation of Certificate Deferred Interest pursuant to Section 4.06, the
Trustee shall calculate the amount, if any, by which (i) the aggregate Stated
Principal Balance (for purposes of this calculation only, not giving effect to
any reductions of the Stated Principal Balance for payments of principal
collection on the Mortgage Loans that were used to reimburse any Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such
Workout-Delayed Reimbursement Amounts are not otherwise determined to be
Nonrecoverable Advances) of the Mortgage Loans and any REO Loans expected to be
outstanding immediately following such Distribution Date, is less than (ii) the
then aggregate Certificate Balance of the Regular Certificates (other than the
Class X-W Certificates) after giving effect to distributions of principal on
such Distribution Date and the allocation of Certificate Deferred Interest
pursuant to Section 4.06 (any such deficit, the "Collateral Support Deficit").
Any allocation of Collateral Support Deficit to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Collateral Support Deficit allocated to a Class of Regular
Certificates shall be allocated among the respective Certificates of such Class
in proportion to the Percentage Interests evidenced thereby. The allocation of
Collateral Support Deficit shall constitute an allocation of losses and other
shortfalls experienced by the Trust Fund. Reimbursement of previously allocated
Collateral Support Deficit will not constitute distributions of principal for
any purpose and will not result in an additional reduction in the Certificate
Balance of the Class of Certificates in respect of which any such reimbursement
is made. To the extent any Nonrecoverable Advances (including interest thereon)
that were reimbursed from principal collections on the Mortgage Loans and
previously resulted in a reduction of the Principal Distribution Amount, Loan
Group 1 Principal Distribution Amount or Loan Group 2 Principal Distribution
Amount are subsequently recovered on the related Mortgage Loan, the amount of
such recovery will be added to the Certificate Balance of the Class or Classes
of Certificates that previously were allocated Collateral Support Deficit, in
sequential order, in each case up to the amount of the unreimbursed Collateral
Support Deficit allocated to such Class. If the Certificate Balance of any Class
is so increased, the amount of unreimbursed Collateral Support Deficit of such
Class shall be decreased by such amount.

            (b) On each Distribution Date, the Certificate Balances of the
Regular Certificates (other than the Class X-W Certificates) will be reduced
without distribution as a write-off to the extent of any Collateral Support
Deficit, if any, allocable to such Certificates with respect to such
Distribution Date. Any such write-off shall be allocated among the respective
Certificates as follows: first, to the Class P Certificates; second, to the
Class O Certificates; third, to the Class N Certificates; fourth, to the Class M
Certificates; fifth, to the Class L Certificates; sixth, to the Class K
Certificates; seventh, to the Class J Certificates; eighth, to the Class H
Certificates; ninth, to the Class G Certificates; tenth, to the Class F
Certificates; eleventh, to the Class E Certificates; twelfth, to the Class D
Certificates; fourteenth, to the Class C Certificates; fourteenth, to the Class
B Certificates; fifteenth, to the Class A-J Certificates, sixteenth, to the
Class A-M Certificates, in each case, until the remaining Certificate Balance of
each such Class of Certificates has been reduced to zero; and seventeenth, to
the Class A-1 Certificates, Class A-2, Class A-3, Class A-AB, Class A-4 and
Class A-1A Certificates pro rata (based upon Certificate Balance), until the
remaining Certificate Balances of such Classes of Certificates have been reduced
to zero.

            (c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates pursuant to Section 4.04(b) with
respect to such Distribution Date shall reduce the Lower-Tier Principal Amount
of the Related Uncertificated Lower-Tier Interest with respect thereto as a
write-off.

            Section 4.05 Appraisal Reductions.

            The aggregate Appraisal Reduction Amount will be allocated by the
Trustee on each Distribution Date, only for purposes of determining the amount
of P&I Advances with respect to the related Mortgage Loan to the Certificate
Balance of the Class P, Class O, Class N, Class M, Class L, Class K, Class J,
Class H, Class G, Class F, Class E, Class D, Class C, Class B, Class A-J and
Class A-M Certificates, in that order, up to the amount of their respective
Certificates Balances. On any Distribution Date, an Appraisal Reduction that
otherwise would be allocated to a Class of Certificates will be allocated to the
next most subordinate Class to the extent that the Certificate Balance on such
Distribution Date for such Class of Certificates (prior to taking the Appraisal
Reduction into account) is less than the Appraisal Reduction for such
Distribution Date. An Appraisal Reduction shall not affect the Certificate
Balance for the purpose of calculating Voting Rights or for the purpose of
determining the identity of the Controlling Class.

            Section 4.06 Certificate Deferred Interest.

            (a) On each Distribution Date, the amount of interest distributable
to a Class of Regular Certificates (other than the Class X-W Certificates) shall
be reduced by an amount equal to the amount of Mortgage Deferred Interest for
all Mortgage Loans for the Due Dates occurring in the related Due Period
allocated to such Class of Certificates, such Mortgage Deferred Interest to be
allocated first, to the Class P Certificates, second, to the Class O
Certificates, third, to the Class N Certificates, fourth, to the Class M
Certificates, fifth, to the Class L Certificates, sixth, to the Class K
Certificates, seventh, to the Class J Certificates, eighth, to the Class H
Certificates, ninth, to the Class G Certificates, tenth, to the Class F
Certificates, eleventh, to the Class E Certificates; twelfth, to the Class D
Certificates, thirteenth, to the Class C Certificates, fourteenth, to the Class
B Certificates, fifteenth, to the Class A-J Certificates, sixteenth, to the
Class A-M Certificates, and seventeenth, pro rata (based upon Accrued
Certificate Interest), to the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-AB Certificates, Class A-4 Certificates and
Class A-1A Certificates, in each case up to the respective Accrued Certificate
Interest for each such Class of Certificates for such Distribution Date.

            (b) On each Distribution Date, the Certificate Balances of the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O and Class P Certificates shall be
increased by the amount of the Certificate Deferred Interest allocated to such
Class of Certificates on such Distribution Date pursuant to Section 4.06(a)
above.

            (c) With respect to any Distribution Date, any Certificate Deferred
Interest with respect to such Distribution Date allocated pursuant to Section
4.06(a) to a Class of Certificates shall be allocated in reduction of the amount
of interest distributable to the Related Uncertificated Lower-Tier Interest with
respect thereto. On each Distribution Date, to the extent provided in Section
4.06(b), Certificate Deferred Interest will be added to the Lower-Tier Principal
Amount of the Uncertificated Lower-Tier Interests in the same manner as the
interest thereon was reduced pursuant to the preceding sentence.

            Section 4.07 Grantor Trust Reporting.

            The parties intend that the portion of the Trust Fund constituting
the Grantor Trust, which consists of the Excess Interest allocable to the
Mortgage Loans, proceeds thereof held in the Certificate Account pertaining to
the Excess Interest allocable to the Mortgage Loans and the Excess Interest
Distribution Account and proceeds thereof, shall constitute, and that the
affairs of such portion of the Trust Fund shall be conducted so as to qualify
such portion as a "grantor trust" under subpart E, Part I of subchapter J of the
Code, and the provisions hereof shall be interpreted consistently with this
intention. In furtherance of such intention, the Trustee shall (A) file, or
cause to be filed, Internal Revenue Service Form 1041 or such other form as may
be applicable with the Internal Revenue Service and (B) furnish, or cause to be
furnished, to the Class S Certificateholders, their allocable share of income
accrued with respect to Excess Interest, at the time or times and in the manner
required by the Code.

                               [End of Article IV]

<PAGE>


                                   ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates.

            (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-26. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates shall
initially be held and transferred through the book-entry facilities of the
Depository. The Class S, Class R and Class LR Certificates will each be issuable
in one or more registered, definitive physical certificates (each, a "Definitive
Certificate") substantially in the form of Certificates of each Class and with
such applicable legends as are set forth in the Exhibits hereto corresponding to
such Class. Each Certificate will share ratably in all rights of the related
Class. The Class X-W Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $1,000,000 and in
integral multiples of $1.00 in excess thereof. The Offered Certificates will be
issuable only in minimum Denominations of authorized initial Certificate Balance
of not less than $10,000, and in integral multiples of $1.00 in excess thereof.
The Non-Registered Certificates (other than the Class X-W Certificates and the
Residual Certificates) will be issuable in minimum Denominations of authorized
initial Certificate Balance of not less than $250,000, and in integral multiples
of $1.00 in excess thereof. If the Original Certificate Balance or initial
Notional Amount, as applicable, of any Class does not equal an integral multiple
of $1.00, then a single additional Certificate of such Class may be issued in a
minimum denomination of authorized initial Certificate Balance or initial
Notional Amount, as applicable, that includes the excess of (i) the Original
Certificate Balance or initial Notional Amount, as applicable, of such Class
over (ii) the largest integral multiple of $1.00 that does not exceed such
amount. The Class S, Class R and Class LR Certificates will be issuable only in
one or more Definitive Certificates in denominations representing Percentage
Interests of not less than 20%. With respect to any Certificate or any
beneficial interest in a Certificate, the "Denomination" thereof shall be (i)
the amount (a) set forth on the face thereof or, (b) set forth on a schedule
attached thereto or (c) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable
Class of Certificates as reflected on the books and records of the Depository or
related Depository Participants, as applicable, (ii) expressed in terms of
initial Certificate Balance or initial Notional Amount, as applicable, and (iii)
be in an authorized denomination, as set forth above. The Book-Entry
Certificates will be issued as one or more certificates registered in the name
of a nominee designated by the Depository, and Certificate Owners will hold
interests in the Book-Entry Certificates through the book-entry facilities of
the Depository in the minimum Denominations and aggregate Denominations as set
forth in the above. No Certificate Owner of a Book-Entry Certificate of any
Class thereof will be entitled to receive a Definitive Certificate representing
its interest in such Class, except as provided in Section 5.03 herein. Unless
and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will
be maintained and transferred on the book-entry records of the Depository and
Depository Participants, and all references to actions by Holders of such Class
of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized signor.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized signors of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. LaSalle Bank
National Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60603, Attention: Global Securities and Trust Services--GECMC 2006-C1 is hereby
initially appointed Authenticating Agent with power to act on the Trustee's
behalf in the authentication and delivery of the Certificates in connection with
transfers and exchanges as herein provided. If the Authenticating Agent is
terminated, the Trustee shall appoint a successor Authenticating Agent, which
may be the Trustee or an Affiliate thereof.

            (c) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.

            Section 5.02 Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
LaSalle Bank National Association, 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Global Securities and Trust Services--GECMC
2006-C1 is hereby initially appointed Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Special Servicer and the Servicer, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. The Depositor, the
Trustee, the Servicer and the Special Servicer shall have the right to inspect
the Certificate Register or to obtain a copy thereof at all reasonable times,
and to rely conclusively upon a certificate of the Certificate Registrar as to
the information set forth in the Certificate Register. The names and addresses
of all Certificateholders and the names and addresses of the transferees of any
Certificates shall be registered in the Certificate Register; provided, however,
in no event shall the Certificate Registrar be required to maintain in the
Certificate Register the names of Certificate Owners. The Person in whose name
any Certificate is so registered shall be deemed and treated as the sole owner
and Holder thereof for all purposes of this Agreement and the Certificate
Registrar, the Servicer, the Trustee, the Special Servicer and any agent of any
of them shall not be affected by any notice or knowledge to the contrary. A
Definitive Certificate is transferable or exchangeable only upon the surrender
of such Certificate to the Certificate Registrar at its office maintained at 135
South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securities and Trust Services--GECMC 2006-C1 (the "Registrar Office") together
with an assignment and transfer (executed by the Holder or his duly authorized
attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the
Certificate Registrar shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or
more new Certificates in Denominations of a like aggregate Denomination as the
Definitive Certificate being surrendered. Such Certificates shall be delivered
by the Certificate Registrar in accordance with Section 5.02(e). Each
Certificate surrendered for registration of transfer shall be canceled, and the
Certificate Registrar shall hold such canceled Certificates in accordance with
its standard procedures.

            (b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then
either:

                  (i) Rule 144A Book-Entry Certificate to Regulation S
            Book-Entry Certificate on or Prior to the Release Date. If, on or
            prior to the Release Date, a Certificate Owner of an interest in a
            Rule 144A Book-Entry Certificate wishes at any time to transfer its
            beneficial interest in such Rule 144A Book-Entry Certificate to a
            Person who wishes to take delivery thereof in the form of a
            beneficial interest in a Regulation S Book-Entry Certificate, such
            Certificate Owner may, in addition to complying with all applicable
            rules and procedures of the Depository and Clearstream or Euroclear
            applicable to transfers by their respective participants (the
            "Depository Rules"), transfer or cause the transfer of such
            beneficial interest for an equivalent beneficial interest in the
            Regulation S Book-Entry Certificate only upon compliance with the
            provisions of this Section 5.02(b)(i). Upon receipt by the
            Certificate Registrar at its Corporate Trust Office of (A) written
            instructions given in accordance with the Depository Rules from a
            Depository Participant directing the Certificate Registrar to credit
            or cause to be credited to another specified Depository
            Participant's account a beneficial interest in the Regulation S
            Book-Entry Certificate in an amount equal to the Denomination of the
            beneficial interest in the Rule 144A Book-Entry Certificate to be
            transferred, (B) a written order given in accordance with the
            Depository Rules containing information regarding the account of the
            Depository Participant (and the Euroclear or Clearstream account, as
            the case may be) to be credited with, and the account of the
            Depository Participant to be debited for, such beneficial interest,
            and (C) a certificate in the form of Exhibit N hereto given by the
            Certificate Owner that is transferring such interest, the
            Certificate Registrar, as custodian of the Book-Entry Certificates
            shall reduce the Denomination of the Rule 144A Book-Entry
            Certificate by the Denomination of the beneficial interest in the
            Rule 144A Book-Entry Certificate to be so transferred and,
            concurrently with such reduction, increase the Denomination of the
            Regulation S Book-Entry Certificate by the Denomination of the
            beneficial interest in the Rule 144A Book-Entry Certificate to be so
            transferred, and credit or cause to be credited to the account of
            the Person specified in such instructions (who shall be a Depository
            Participant acting for or on behalf of Euroclear or Clearstream, or
            both, as the case may be) a beneficial interest in the Regulation S
            Book-Entry Certificate having a Denomination equal to the amount by
            which the Denomination of the Rule 144A Book-Entry Certificate was
            reduced upon such transfer, provided, that no ERISA Restricted
            Certificate (without giving effect to clause (b)(ii) of such
            definition) may be transferred to a Person who wishes to take
            delivery under Regulation S.

                  (ii) Rule 144A Book-Entry Certificate to Regulation S
            Book-Entry Certificate After the Release Date. If, after the Release
            Date, a Certificate Owner of an interest in a Rule 144A Book-Entry
            Certificate wishes at any time to transfer its beneficial interest
            in such Rule 144A Book-Entry Certificate to a Person who wishes to
            take delivery thereof in the form of a beneficial interest in a
            Regulation S Book-Entry Certificate, such holder may, in addition to
            complying with all Depository Rules, transfer or cause the transfer
            of such beneficial interest for an equivalent beneficial interest in
            a Regulation S Book-Entry Certificate only upon compliance with the
            provisions of this Section 5.02(b)(ii). Upon receipt by the
            Certificate Registrar at its Corporate Trust Office of (A) written
            instructions given in accordance with the Depository Rules from a
            Depository Participant directing the Certificate Registrar to credit
            or cause to be credited to another specified Depository
            Participant's account a beneficial interest in the Regulation S
            Book-Entry Certificate in an amount equal to the Denomination of the
            beneficial interest in the Rule 144A Book-Entry Certificate to be
            transferred, (B) a written order given in accordance with the
            Depository Rules containing information regarding the account of the
            Depository Participant (and, in the case of a transfer pursuant to
            and in accordance with Regulation S, the Euroclear or Clearstream
            account, as the case may be) to be credited with, and the account of
            the Depository Participant to be debited for, such beneficial
            interest, and (C) a certificate in the form of Exhibit O hereto
            given by the Certificate Owner that is transferring such interest,
            the Certificate Registrar as custodian of the Book-Entry
            Certificates shall reduce the Denomination of the Rule 144A
            Book-Entry Certificate by the aggregate Denomination of the
            beneficial interest in the Rule 144A Book-Entry Certificate to be so
            transferred and, concurrently with such reduction, increase the
            Denomination of the Regulation S Book-Entry Certificate by the
            aggregate Denomination of the beneficial interest in the Rule 144A
            Book-Entry Certificate to be so transferred, and credit or cause to
            be credited to the account of the Person specified in such
            instructions (who shall be a Depository Participant acting for or on
            behalf of Euroclear or Clearstream, or both, as the case may be) a
            beneficial interest in the Regulation S Book-Entry Certificate
            having a Denomination equal to the amount by which the Denomination
            of the Rule 144A Book-Entry Certificate was reduced upon such
            transfer, provided, that no ERISA Restricted Certificate (without
            giving effect to clause (b)(ii) of the definition thereof) may be
            transferred to a Person who wishes to take delivery under Regulation
            S.

                  (iii) Regulation S Book-Entry Certificate to Rule 144A
            Book-Entry Certificate. If the Certificate Owner of an interest in a
            Regulation S Book-Entry Certificate wishes at any time to transfer
            its beneficial interest in such Regulation S Book-Entry Certificate
            to a Person who wishes to take delivery thereof in the form of a
            beneficial interest in the Rule 144A Book-Entry Certificate, such
            Certificate Owner may, in addition to complying with all Depository
            Rules, transfer or cause the transfer of such beneficial interest
            for an equivalent beneficial interest in the Rule 144A Book-Entry
            Certificate only upon compliance with the provisions of this Section
            5.02(b)(iii). Upon receipt by the Certificate Registrar at its
            Corporate Trust Office of (A) written instructions given in
            accordance with the Depository Rules from a Depository Participant
            directing the Certificate Registrar to credit or cause to be
            credited to another specified Depository Participant's account a
            beneficial interest in the Rule 144A Book-Entry Certificate in an
            amount equal to the Denomination of the beneficial interest in the
            Regulation S Book-Entry Certificate to be transferred, (B) a written
            order given in accordance with the Depository Rules containing
            information regarding the account of the Depository Participant to
            be credited with, and the account of the Depository Participant (or,
            if such account is held for Euroclear or Clearstream, the Euroclear
            or Clearstream account, as the case may be) to be debited for such
            beneficial interest, and (C) with respect to a transfer of a
            beneficial interest in the Regulation S Book-Entry Certificate for a
            beneficial interest in the related Rule 144A Book-Entry Certificate
            (i) on or prior to the Release Date, a certificate in the form of
            Exhibit P hereto given by the Certificate Owner, or (ii) after the
            Release Date, an Investment Representation Letter in the form of
            Exhibit C attached hereto from the transferee to the effect that
            such transferee is a Qualified Institutional Buyer, the Certificate
            Registrar, as custodian of the Book-Entry Certificates, shall reduce
            the Denomination of the Regulation S Book-Entry Certificate by the
            Denomination of the beneficial interest in the Regulation S
            Book-Entry Certificate to be transferred, and, concurrently with
            such reduction, increase the Denomination of the Rule 144A
            Book-Entry Certificate by the aggregate Denomination of the
            beneficial interest in the Regulation S Book-Entry Certificate to be
            so transferred, and credit or cause to be credited to the account of
            the Person specified in such instructions (who shall be a Depository
            Participant acting for or on behalf of Euroclear or Clearstream, or
            both, as the case may be) a beneficial interest in the Rule 144A
            Book-Entry Certificate having a Denomination equal to the amount by
            which the Denomination of the Regulation S Book-Entry Certificate
            was reduced upon such transfer.

                  (iv) Transfers of Regulation S Book-Entry Certificates on or
            Prior to the Release Date. If, on or prior to the Release Date, the
            Certificate Owner of an interest in a Regulation S Book-Entry
            Certificate wishes at any time to transfer its beneficial interest
            in such Certificate to a Person who wishes to take delivery thereof
            in the form of a Regulation S Book-Entry Certificate, such
            Certificate Owner may transfer or cause the transfer of such
            beneficial interest for an equivalent beneficial interest in such
            Regulation S Book-Entry Certificate only upon compliance with the
            provisions of this Section 5.02(b)(iv) and all Depository Rules.
            Upon receipt by the Certificate Registrar at its Corporate Trust
            Office of (A) written instructions given in accordance with the
            Depository Rules from a Depository Participant directing the
            Certificate Registrar to credit or cause to be credited to another
            specified Depository Participant's account a beneficial interest in
            such Regulation S Book-Entry Certificate in an amount equal to the
            Denomination of the beneficial interest to be transferred, (B) a
            written order given in accordance with the Depository Rules
            containing information regarding the account of the Depository
            Participant to be credited with, and the account of the Depository
            Participant (or, if such account is held for Euroclear or
            Clearstream, the Euroclear or Clearstream account, as the case may
            be) to be debited for, such beneficial interest and (C) a
            certificate in the form of Exhibit Q hereto given by the transferee,
            the Certificate Registrar, as custodian of the Book-Entry
            Certificates, shall debit the account of the transferring Regulation
            S Certificateholder and credit or cause to be credited to the
            account of the Person specified in such instructions (who shall be a
            Depository Participant acting for or on behalf of Euroclear or
            Clearstream, or both, as the case may be) a beneficial interest in
            the Regulation S Book-Entry Certificate having a Denomination equal
            to the amount specified in such instructions by which the account to
            be debited was reduced upon such transfer.

                  (v) Transfers of Book-Entry Certificates to Definitive
            Certificates. Any and all transfers from a Book-Entry Certificate to
            a transferee wishing to take delivery in the form of a Definitive
            Certificate will require the transferee to take delivery subject to
            the restrictions on the transfer of such Definitive Certificate
            described on the face of such Certificate, and such transferee
            agrees that it will transfer such Definitive Certificate only as
            provided therein and herein. No such transfer shall be made and the
            Certificate Registrar shall not register any such transfer unless
            such transfer is made in accordance with this Section 5.02(b)(v). No
            ERISA Restricted Certificate (without giving effect to clause
            (b)(ii) of the definition thereof) may be transferred to a Person
            who wishes to take delivery under Regulation S.

                  (A) Transfers of a beneficial interest in a Book-Entry
            Certificate to an Institutional Accredited Investor will require
            delivery of such Certificate to the transferee in the form of a
            Definitive Certificate and the Certificate Registrar shall register
            such transfer only if prior to the transfer (i) two years have
            expired after the later of the Closing Date or the last date on
            which the Depositor or any Affiliate thereof held such Certificate,
            or (ii) such transferee furnishes to the Certificate Registrar (1)
            an Investment Representation Letter in the form of Exhibit C
            attached hereto to the effect that the transfer is being made to an
            Institutional Accredited Investor in accordance with an applicable
            exemption under the Act, (2) a written undertaking by the transferor
            to reimburse the Trust Fund for any costs incurred with the proposed
            transfer and (3) if required by the Certificate Registrar, an
            Opinion of Counsel acceptable to the Certificate Registrar that such
            transfer is in compliance with the Act.

                  (B) Transfers of a beneficial interest in a Book-Entry
            Certificate to a Regulation S Investor wishing to take delivery in
            the form of a Definitive Certificate will be registered by the
            Certificate Registrar only if the transferor has provided the
            Certificate Registrar with a certificate in the form of Exhibit S
            attached hereto, provided, that no ERISA Restricted Certificate
            (without giving effect to clause (b)(ii) of the definition thereof)
            may be transferred to a Person who wishes to take delivery under
            Regulation S. Transfers of a beneficial interest in a Book-Entry
            Certificate to a Qualified Institutional Buyer wishing to take
            delivery in the form of a Definitive Certificate will be registered
            by the Certificate Registrar only if such transferee furnishes to
            the Certificate Registrar an Investment Representation Letter in the
            form of Exhibit C attached hereto to the effect that the transfer is
            being made to a Qualified Institutional Buyer in accordance with
            Rule 144A under the Act.

                  (C) Notwithstanding the foregoing, no transfer of a beneficial
            interest in a Regulation S Book-Entry Certificate to a Definitive
            Certificate pursuant to subparagraph (B) above shall be made on or
            prior to the Release Date. Upon acceptance for exchange or transfer
            of a beneficial interest in a Book-Entry Certificate for a
            Definitive Certificate, as provided herein, the Certificate
            Registrar shall endorse on the schedule affixed to the related
            Book-Entry Certificate (or on a continuation of such schedule
            affixed to such Book-Entry Certificate and made a part thereof) an
            appropriate notation evidencing the date of such exchange or
            transfer and a decrease in the Denomination of such Book-Entry
            Certificate equal to the Denomination of such Definitive Certificate
            issued in exchange therefor or upon transfer thereof.

                  (vi) Transfers of Definitive Certificates to the Book-Entry
            Certificates. If a Holder of a Definitive Certificate wishes at any
            time to transfer such Certificate to a Person who wishes to take
            delivery thereof in the form of a beneficial interest in the related
            Regulation S Book-Entry Certificate or the related Rule 144A
            Book-Entry Certificate, such transfer may be effected only in
            accordance with the Depository Rules, and this Section 5.02(b)(vi).
            Upon receipt by the Certificate Registrar at the Corporate Trust
            Office of (A) the Definitive Certificate to be transferred with an
            assignment and transfer pursuant to Section 5.02(e), (B) written
            instructions given in accordance with the Depository Rules from a
            Depository Participant directing the Certificate Registrar to credit
            or cause to be credited to another specified Depository
            Participant's account a beneficial interest in such Regulation S
            Book-Entry Certificate or such Rule 144A Book-Entry Certificate, as
            the case may be, in an amount equal to the Denomination of the
            Definitive Certificate to be so transferred, (C) a written order
            given in accordance with the Depository Rules containing information
            regarding the account of the Depository Participant (and, in the
            case of any transfer pursuant to Regulation S, the Euroclear or
            Clearstream account, as the case may be) to be credited with such
            beneficial interest, and (D) either (1) (x) if delivery is to be
            taken in the form of a beneficial interest in the Regulation S
            Book-Entry Certificate on or prior to the Release Date, a
            certificate in the form of Exhibit R-1, or (y) if delivery is to be
            taken in the form of a beneficial interest in the Regulation S
            Book-Entry Certificate after the Release Date, a certificate in the
            form of Exhibit R-2, or (2) an Investment Representation Letter from
            the transferee to the effect that such transferee is a Qualified
            Institutional Buyer, if delivery is to be taken in the form of a
            beneficial interest in the Rule 144A Book-Entry Certificate, the
            Certificate Registrar shall cancel such Definitive Certificate,
            execute and deliver a new Definitive Certificate for the
            Denomination of the Definitive Certificate not so transferred,
            registered in the name of the Holder, and the Certificate Registrar,
            as custodian of the Book-Entry Certificates, shall increase the
            Denomination of the Regulation S Book-Entry Certificate or the Rule
            144A Book-Entry Certificate, as the case may be, by the Denomination
            of the Definitive Certificate to be so transferred, and credit or
            cause to be credited to the account of the Person specified in such
            instructions (who, in the case of any increase in the Regulation S
            Book-Entry Certificate on or prior to the Release Date, shall be a
            Depository Participant acting for or on behalf of Euroclear or
            Clearstream, or both, as the case may be) a corresponding
            Denomination of the Rule 144A Book-Entry Certificate or the
            Regulation S Book-Entry Certificate, as the case may be, provided,
            that no ERISA Restricted Certificate (without giving effect to
            clause (b)(ii) of the definition thereof) may be transferred to a
            Person who wishes to take delivery under Regulation S.

            It is the intent of the foregoing that under no circumstances may an
Institutional Accredited Investor that is not a Qualified Institutional Buyer
take delivery in the form of a beneficial interest in a Book-Entry Certificate.

                  (vii) Transfers of Definitive Certificates to Definitive
            Certificates. Any and all transfers from a Definitive Certificate to
            a transferee wishing to take delivery in the form of an Definitive
            Certificate will require the transferee to take delivery subject to
            the restrictions on the transfer of such Definitive Certificate
            described on the face of such Certificate, and such transferee
            agrees that it will transfer such Definitive Certificate only as
            provided therein and herein. No such transfer shall be made and the
            Certificate Registrar shall not register any such transfer unless
            such transfer is made in accordance with procedures substantially
            consistent with those set forth in Section 5.02(b)(v).

                  (viii) An exchange of a beneficial interest in a Book-Entry
            Certificate for a Definitive Certificate or Certificates, an
            exchange of a Definitive Certificate or Certificates for a
            beneficial interest in the Book-Entry Certificate and an exchange of
            a Definitive Certificate or Certificates for another Definitive
            Certificate or Certificates (in each case, whether or not such
            exchange is made in anticipation of subsequent transfer, and in the
            case of the Book-Entry Certificates, so long as the Book-Entry
            Certificates remain outstanding and are held by or on behalf of the
            Depository), may be made only in accordance with this Section 5.02
            and in accordance with the Depository Rules.

            None of the Depositor, the Trustee, the Special Servicer, the
Servicer or the Certificate Registrar is obligated to register or qualify any
Class of Non-Registered Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under this Agreement
to permit the transfer of any Non-Registered Certificate without registration or
qualification. Any Holder of a Non-Registered Certificate desiring to effect
such a transfer shall, and does hereby agree to, indemnify the Depositor, the
Trustee, the Servicer, the Special Servicer and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            Any purported or attempted transfer of a Non-Registered Certificate
in violation of the provisions of this Section 5.02(b) shall be null and void ab
initio and shall vest no rights in any purported transferee.

            Unless the Non-Registered Certificates have been registered under
the Securities Act, each of the Non-Registered Certificates shall bear a legend
substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
            LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
            HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
            TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
            ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
            PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
            CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY
            BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
            144A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C)
            (OTHER THAN WITH RESPECT TO A CLASS S OR RESIDUAL CERTIFICATE) TO AN
            INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
            501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
            IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
            SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A CLASS S OR
            RESIDUAL CERTIFICATE OR AN ERISA RESTRICTED CERTIFICATE (WITHOUT
            GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH DEFINITION)) IN AN OFFSHORE
            TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF
            REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
            RESPECT TO A CLASS S OR RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER
            AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
            SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
            COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE
            REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
            LAST TWO PAGES OF THIS CERTIFICATE.

            THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT
            PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
            INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN
            TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
            AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
            REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
            POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED
            INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A CLASS S OR
            RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY
            ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
            IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
            144A.

            (c) With respect to the ERISA Restricted Certificates and the Class
S Certificates, no sale, transfer, pledge or other disposition by any Holder of
any such Certificate shall be made unless the Certificate Registrar shall have
received either (i) a representation letter from the proposed purchaser or
transferee of such Certificate substantially in the form of Exhibit F attached
hereto, to the effect that such proposed purchaser or transferee is not (a) an
employee benefit plan or other retirement arrangement subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code, or a
governmental plan (as defined in Section 3(32) of ERISA) subject to any federal,
state or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (each, a "Plan") or (b) a person
acting on behalf of or using the assets of any such Plan (including an entity
whose underlying assets include Plan assets by reason of investment in the
entity by such Plan and the application of Department of Labor Regulation ss.
2510.3-101), other than, except with respect to the Class S Certificates, an
insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates, other than a Class S
Certificate, by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60 or (ii) if such Certificate, other than a Class S Certificate,
is presented for registration in the name of a purchaser or transferee that is
any of the foregoing, an Opinion of Counsel in form and substance satisfactory
to the Certificate Registrar and the Depositor to the effect that the
acquisition and holding of such Certificate by such purchaser or transferee will
not constitute or result in a non-exempt "prohibited transaction" within the
meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not
subject the Trustee, the Certificate Registrar, the Servicer, the Special
Servicer, the Underwriters, the Initial Purchasers or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Agreement. The Certificate Registrar shall not register the sale,
transfer, pledge or other disposition of any such Certificate unless the
Certificate Registrar has received either the representation letter described in
clause (i) above or the Opinion of Counsel described in clause (ii) above. The
costs of any of the foregoing representation letters or Opinions of Counsel
shall not be borne by any of the Depositor, the Servicer, the Special Servicer,
the Trustee, the Underwriters, the Initial Purchasers, the Certificate Registrar
or the Trust Fund. Each Certificate Owner of an ERISA Restricted Certificate or
a Class S Certificate shall be deemed to represent that it is not a Person
specified in clauses (i)(a) or (i)(b) above. Any transfer, sale, pledge or other
disposition of any such Certificates that would constitute or result in a
prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law,
or would otherwise violate the provisions of this Section 5.02(c) shall be
deemed absolutely null and void ab initio, to the extent permitted under
applicable law.

            So long as any of the Class of Certificates remains outstanding, the
Servicer will make available, or cause to be made available, upon request, to
any Holder and any Person to whom any such Certificate of any such Class of
Certificates may be offered or sold, transferred, pledged or otherwise disposed
of by such Holder, information with respect to the Servicer, the Special
Servicer or the Mortgage Loans necessary to the provision of an Opinion of
Counsel described in this Section 5.02(c).

            (d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trustee under clause (ii) below to
deliver payments to a Person other than such Person. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

                  (A) (i) No Person holding or acquiring any Ownership Interest
            in a Residual Certificate shall be a Disqualified Organization or
            agent thereof (including a nominee, middleman or similar person) (an
            "Agent"), a Plan or a Person acting on behalf of or investing the
            assets of a Plan, including any entity whose underlying assets
            include Plan assets by reason of investment in the entity by such
            Plan and the application of Department of Labor Regulations ss.
            2510.3-101 (such Plan or Person, an "ERISA Prohibited Holder") or a
            Non-U.S. Person and (ii) each Person holding or acquiring any
            Ownership Interest in a Residual Certificate shall be a Permitted
            Transferee and in each case shall promptly notify the Servicer, the
            Trustee and the Certificate Registrar of any change or impending
            change to such status;

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate, the Certificate Registrar shall
            require delivery to it, and no Transfer of any Residual Certificate
            shall be registered until the Certificate Registrar receives, an
            affidavit substantially in the form attached hereto as Exhibit D-1
            (a "Transfer Affidavit") from the proposed Transferee, in form and
            substance satisfactory to the Certificate Registrar, representing
            and warranting, among other things, (a) that such Transferee is a
            Permitted Transferee and is not a Disqualified Organization or Agent
            thereof, an ERISA Prohibited Holder or a Non-U.S. Person, (b) that
            (i) the proposed Transferee historically has paid its debts as they
            have come due and intends to do so in the future, (ii) the proposed
            Transferee understands that, as the holder of an Ownership Interest,
            it may incur liabilities in excess of cash flows generated by the
            residual interest, and (iii) the proposed Transferee intends to pay
            taxes associated with holding the Ownership Interest as they become
            due, (c) that it will not transfer such Ownership Interest such that
            the income therefrom would be attributable to a foreign permanent
            establishment or fixed base, within the meaning of an applicable
            income tax treaty, of such proposed transferee or any other Person,
            outside the United States, and (d) that it has reviewed the
            provisions of this Section 5.02(d) and agrees to be bound by them;

                  (C) Notwithstanding the delivery of a Transfer Affidavit by a
            proposed Transferee under clause (b) above, if the Certificate
            Registrar has actual knowledge that the proposed Transferee is a
            Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person or is not a Permitted Transferee, no
            Transfer of an Ownership Interest in a Residual Certificate to such
            proposed Transferee shall be effected; and

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (1) to require a Transfer
            Affidavit from any prospective Transferee to whom such Person
            attempts to transfer its Ownership Interest in such Residual
            Certificate and (2) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a letter substantially in the form attached hereto as Exhibit D-2 (a
            "Transferor Letter") certifying that, among other things, it has no
            actual knowledge that such prospective Transferee is a Disqualified
            Organization or Agent thereof, an ERISA Prohibited Holder or a
            Non-U.S. Person.

                  (ii) If any purported Transferee shall become a Holder of a
            Residual Certificate in violation of the provisions of this Section
            5.02(d), then the last preceding Holder of such Residual Certificate
            that was in compliance with the provisions of this Section 5.02(d)
            shall be restored, to the extent permitted by law, to all rights as
            Holder thereof retroactive to the date of registration of such
            Transfer of such Residual Certificate. None of the Trustee, the
            Servicer, the Authenticating Agent and the Certificate Registrar
            shall be under any liability to any Person for any registration of
            Transfer of a Residual Certificate that is in fact not permitted by
            this Section 5.02(d) or for making any payments due on such
            Certificate to the Holder thereof or for taking any other action
            with respect to such Holder under the provisions of this Agreement;
            provided, however, that the Certificate Registrar shall be under
            such liability for a registration of Transfer of a Residual
            Certificate if it has actual knowledge that the proposed Transferee
            is a Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person in violation of Section 5.02(d)(i)(C)
            above or is not a Permitted Transferee.

                  (iii) The Trustee shall make available to the Internal Revenue
            Service and those Persons specified by the REMIC Provisions, upon
            written request of the Trustee, all information in its possession
            and necessary to compute any tax imposed as a result of the Transfer
            of an Ownership Interest in a Residual Certificate to any Person who
            is a Disqualified Organization or Agent thereof, including the
            information described in Treasury Regulations Sections
            1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
            inclusions" of such Residual Certificate.

            (e) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange. Subject to the restrictions on transfer set forth in this Section 5.02
and Depository Rules, any Certificate Owner owning a beneficial interest in a
Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry for a Definitive Certificate or Certificates. Following a proper
request for transfer or exchange, the Certificate Registrar shall, within five
Business Days of such request made at such Registrar Office, execute and deliver
at such Registrar Office, to the transferee (in the case of transfer) or Holder
(in the case of exchange) or send by first class mail (at the risk of the
transferee in the case of transfer or Holder in the case of exchange) to such
address as the transferee or Holder, as applicable, may request, a Definitive
Certificate or Certificates, as the case may require, for a like aggregate
Denomination and in such Denomination or Denominations as may be requested. The
presentation for transfer or exchange of any Definitive Certificate shall not be
valid unless made at the Registrar Office by the registered Holder in person, or
by a duly authorized attorney-in-fact. The Certificate Registrar may decline to
accept any request for an exchange or registration of transfer of any
Certificate during the period of 15 days preceding any Distribution Date.

            (f) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate (other than a Definitive Certificate
issued in exchange for a Certificate representing an interest in the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B or
Class C Certificates) or a beneficial interest in a Book-Entry Certificate
representing a Non-Registered Certificate is being held by or for the benefit of
a Person who is not an Eligible Investor, or that such holding is unlawful under
the laws of a relevant jurisdiction, then the Certificate Registrar shall have
the right to void such transfer, if permitted under applicable law, or to
require the investor to sell such Definitive Certificate or beneficial interest
in such Book-Entry Certificate to an Eligible Investor within 14 days after
notice of such determination and each Certificateholder by its acceptance of a
Certificate authorizes the Certificate Registrar to take such action.

            (g) The Certificate Registrar shall provide notice to the Trustee,
the Servicer, the Special Servicer, and the Depositor of each transfer of a
Certificate on its books and records and shall provide each such Person with an
updated copy of the Certificate Register upon request.

            (h) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 except as provided below. In
connection with any transfer to an Institutional Accredited Investor, the
transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided herein) incurred by the Certificate Registrar in connection with
such transfer. With respect to any transfer or exchange of any Certificate, the
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.

            (i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.

            Section 5.03 Book-Entry Certificates.

            (a) The Regular Certificates shall initially be issued as one or
more Certificates registered in the name of the Depository or its nominee and,
except as provided in subsection (c) below, transfer of such Certificates may
not be registered by the Certificate Registrar unless such transfer is to a
successor Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.02(e) above or subsection (c) below, shall not be entitled
to Definitive Certificates in respect of such Ownership Interests. All transfers
by Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.

            (b) The Trustee, the Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Certificate Registrar may establish
a reasonable record date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the Depository of such
record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry
Certificates and (B) the Depositor is unable to locate a qualified successor, or
(ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository, the Trustee shall notify the affected Certificate Owners,
through the Depository with respect to all, any Class or any portion of any
Class of the Certificates or (iii) the Trustee determines that Definitive
Certificates are required in accordance with the provisions of Section 5.03(e),
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Certificate Registrar of the Book-Entry Certificates by the Depository or any
custodian acting on behalf of the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, within five Business Days of such request if made at the Registrar
Office, or within 10 Business Days if made at the office of a transfer agent
(other than the Certificate Registrar), the Definitive Certificates to the
Certificate Owners identified in such instructions. None of the Depositor, the
Servicer, the Trustee, the Special Servicer, the Authenticating Agent and the
Certificate Registrar shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates for purposes of
evidencing ownership of any Class of Certificates, the registered Holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

            (d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:

            Unless this certificate is presented by an authorized representative
            of The Depository Trust Company, a New York corporation ("DTC"), to
            the Certificate Registrar for registration of transfer, exchange or
            payment, and any certificate issued is registered in the name of
            Cede & Co. or in such other name as is requested by an authorized
            representative of DTC (and any payment is made to Cede & Co. or to
            such other entity as is requested by an authorized representative of
            DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
            OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
            owner hereof, Cede & Co., has an interest herein.

            The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.

            (e) If the Trustee has instituted or if the Special Servicer or the
Servicer, on the Trustee's behalf, has been directed to institute any judicial
proceeding in a court to enforce the rights of the Certificateholders under the
Certificates, and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Trustee to obtain
possession of all or any portion of the Certificates evidenced by Book-Entry
Certificates, the Trustee may in its sole discretion determine that such
Certificates shall no longer be represented by such Book-Entry Certificates. In
such event, the Certificate Registrar will execute, the Authenticating Agent
will authenticate and the Certificate Registrar will deliver, in exchange for
such Book-Entry Certificates, Definitive Certificates in a Denomination equal to
the aggregate Denomination of such Book-Entry Certificates to the party so
requesting such Definitive Certificates. In such event, the Certificate
Registrar shall notify the affected Certificate Owners and make appropriate
arrangements for the effectuation of the purpose of this clause.

            (f) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

            Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Certificate Registrar that such Certificate has been acquired by a
bona fide purchaser, the Certificate Registrar shall execute, and the
Authenticating Agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of the same Class and of like Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Trustee and the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Certificate Registrar) connected
therewith. Any replacement Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

            Section 5.05 Persons Deemed Owners.

            Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the person in
whose name such Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, except as and to the extent provided in the
definition of "Certificateholder," and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Certificate Registrar and any agent of any of
them shall be affected by notice to the contrary except as provided in Section
5.02(d).

                               [End of Article V]

<PAGE>


                                   ARTICLE VI

                THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER
                      AND THE DIRECTING CERTIFICATEHOLDER

            Section 6.01 Liability of the Depositor, the Servicer and the
Special Servicer.

            The Depositor, the Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Servicer or the Special Servicer.

            (a) Subject to subsection (b) below, the Depositor, the Servicer and
the Special Servicer each will keep in full effect its existence, rights and
franchises under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation or other organization in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

            (b) The Depositor, the Servicer and the Special Servicer each may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets (which may be limited to all or substantially all of its
assets related to commercial mortgage loan servicing) to any Person, in which
case any Person resulting from any merger or consolidation to which the
Depositor, the Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business of the Depositor, the Servicer or the Special
Servicer, shall be the successor of the Depositor, the Servicer and the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper (other than an assumption agreement wherein the successor shall agree to
perform the obligations of and serve as the Depositor, the Servicer or the
Special Servicer, as the case may be, in accordance with the terms of this
Agreement) or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that the Depositor,
the Servicer and the Special Servicer, as the case may be, shall provide written
notice to each Rating Agency of such merger, consolidation or succession and
provided, further, that each applicable Rating Agency will provide written
confirmation that such merger, consolidation or succession will not result in a
withdrawal, downgrade or qualification of the then-current ratings of the
Classes of Certificates or any class of Serviced Pari Passu Loan Securities that
have been so rated (as evidenced by a letter to such effect from each Rating
Agency). Notwithstanding the foregoing, prior to the date upon which the Trust's
Exchange Act reporting obligation is suspended by the filing of the Form 15 as
contemplated by Section 11.10, neither the Servicer nor the Special Servicer may
remain the Servicer or Special Servicer under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or
(y) transferring all or substantially all of its assets to any Person if such
Person is a Prohibited Party, except to the extent (i) such Servicer or Special
Servicer is the surviving entity of such merger, consolidation or transfer or
(ii) the Depositor consents to such merger, consolidation or transfer, which
consent shall not be unreasonably withheld.

            Section 6.03 Limitation on Liability of the Depositor, the Servicer,
the Special Servicer and Others.

            (a) None of the Depositor, the Servicer, the Special Servicer or any
of the respective general partners, limited partners, members, managers,
directors, officers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or any holder of any Serviced
Pari Passu Loan or Serviced B Note for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Depositor, the Servicer, the Special Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor, the Servicer and the Special Servicer and
any general partner, limited partner, director, officer, member, manager,
employee or agent of the Depositor, the Servicer or the Special Servicer may
rely in good faith on any document of any kind which, prima facie, is properly
executed and submitted by any Person respecting any matters arising hereunder.
The Depositor, the Servicer, the Special Servicer and any general partner,
limited partner, director, officer, member, manager, employee or agent of any of
the foregoing shall be indemnified and held harmless by the Trust out of the
Certificate Account (or if such matter relates to a Serviced Whole Loan, first
out of the related Serviced Whole Loan Custodial Account and then, if funds
therein are insufficient, out of the Certificate Account) against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees and
expenses incurred in connection with any legal action (whether in equity or at
law) or claim relating to this Agreement or the Certificates, other than any
loss, liability or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof; (ii) incurred in connection with any breach of a
representation or warranty made by it herein; (iii) incurred by reason of bad
faith, willful misconduct or negligence in the performance of its obligations or
duties hereunder, or by reason of negligent disregard of such obligations or
duties or (iv) in the case of the Depositor and any of its directors, officers,
employees and agents, incurred in connection with any violation by any of them
of any state or federal securities law; provided that if a Serviced Whole Loan
is involved, such indemnity shall be payable out of the related Serviced Whole
Loan Custodial Account and, to the extent not solely attributable to the
Serviced Pari Passu Loan or Serviced B Note in such Serviced Whole Loan, shall
also be payable out of the Certificate Account if amounts on deposit in the
related Serviced Whole Loan Custodial Account are insufficient therefor and such
indemnity shall be deemed to not be "solely attributable" to a Serviced Pari
Passu Loan or Serviced B Note merely by virtue of an action being brought by the
holder of the related Serviced Pari Passu Loan or Serviced B Note. With respect
to indemnification related to a Non-Serviced Whole Loan, the Trustee or Servicer
shall seek contribution from the trustee related to any Non-Serviced Pari Passu
Loan Securities for the pro rata share of any indemnification that is allocable
to such Non-Serviced Pari Passu Loan;

            (b) None of the Depositor, the Servicer and the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal or
administrative action (whether in equity or at law), proceeding, hearing or
examination that is not incidental to its respective duties under this Agreement
or which in its opinion may involve it in any expense or liability not
recoverable from the Trust Fund; provided, however, that the Depositor, the
Servicer or the Special Servicer may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders (or if a Serviced Whole Loan
is affected, the rights of the Certificateholders and the holders of any related
Serviced Pari Passu Loan or Serviced B Note (as a collective whole)); provided,
however, that, if a Serviced Whole Loan is involved, such expenses, costs and
liabilities shall be payable out of the related Serviced Whole Loan Custodial
Account and shall also be payable out of the Certificate Account only if amounts
on deposit in the related Serviced Whole Loan Custodial Account are insufficient
therefor hereunder so long as such expenses, costs and liabilities do not relate
solely to a Serviced Pari Passu Loan or Serviced B Note.

            In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Servicer and the Special Servicer shall be entitled to be reimbursed therefor
out of amounts attributable to the Mortgage Loans on deposit in the Certificate
Account as provided by Section 3.05(a) (or, if and to the extent the matter
relates solely to the Serviced Pari Passu Loans, out of the related Serviced
Whole Loan Custodial Account).

            (c) Each of the Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trustee, the Trust and any director, officer,
employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any willful
misfeasance, bad faith or negligence of the Servicer or the Special Servicer, as
the case may be, in the performance of its obligations and duties under this
Agreement or by reason of negligent disregard by the Servicer or the Special
Servicer, as the case may be, of its duties and obligations hereunder or by
reason of breach of any representations or warranties made herein; provided,
that such indemnity shall not cover indirect or consequential damages. The
Trustee or the Depositor, as the case may be, shall immediately notify the
Servicer or the Special Servicer, as applicable, if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling it to
indemnification hereunder, whereupon the Servicer or the Special Servicer, as
the case may be, shall assume the defense of such claim (with counsel reasonably
satisfactory to the Trustee or the Depositor) and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Servicer or the Special
Servicer, as the case may be, shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless
the Servicer's or the Special Servicer's, as the case may be, defense of such
claim is materially prejudiced thereby.

            (d) Each Non-Serviced Mortgage Loan Servicer, Non-Serviced Mortgage
Loan Special Servicer, Non-Serviced Mortgage Loan Depositor and Non-Serviced
Mortgage Loan Trustee, and any of their respective directors, officers,
employees or agents (collectively, the "Non-Serviced Mortgage Loan Indemnified
Parties"), shall be indemnified by the Trust and held harmless against the
Trust's pro rata share (subject to the related Co-Lender Agreement) of any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and
expenses incurred in connection with any legal action relating to the related
Non-Serviced Whole Loan under the related Non-Serviced Mortgage Loan Pooling
Agreement or this Agreement (but excluding any such losses allocable to the
related Non-Serviced Pari Passu Loan or Non-Serviced B Note), reasonably
requiring the use of counsel or the incurring of expenses; provided, however,
that such indemnification shall not extend to any losses incurred by reason of
any Non-Serviced Mortgage Loan Indemnified Party's willful misfeasance, bad
faith or negligence in the performance of duties or by reason of negligent
disregard of obligations and duties under the related Non-Serviced Mortgage Loan
Pooling Agreement. (e) The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the
Servicer, the Trustee and the Special Servicer.

            Section 6.04 Depositor, Servicer and Special Servicer Not to Resign.

            Subject to the provisions of Section 6.02, none of the Depositor,
the Servicer and the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a)
determination that such party's duties hereunder are no longer permissible under
applicable law or (b) upon the appointment of, and the acceptance of such
appointment by, a successor Servicer or Special Servicer and receipt by the
Trustee of written confirmation from each applicable Rating Agency that such
resignation and appointment will not cause such Rating Agency to downgrade,
withdraw or qualify any of the then current ratings assigned by such Rating
Agency to any Class of Certificates or any class of Serviced Pari Passu Loan
Securities. Any such determination permitting the resignation of the Depositor,
the Servicer or the Special Servicer pursuant to clause (a) above shall be
evidenced by an Opinion of Counsel (at the expense of the resigning party) to
such effect delivered to the Trustee. No such resignation by the Servicer or the
Special Servicer shall become effective until the Trustee or a successor
Servicer or Special Servicer shall have assumed the Servicer's or Special
Servicer's, as applicable, responsibilities and obligations in accordance with
Section 7.02. Such party assuming the Servicer's or Special Servicer's, as
applicable, responsibilities or obligations pursuant to this Agreement shall not
be a Prohibited Party. Upon any termination or resignation of the Servicer
hereunder, the Servicer shall have the right and opportunity to appoint any
successor Servicer with respect to this Section 6.04 provided that such
successor Servicer otherwise meets the requirements set forth herein.

            Section 6.05 Rights of the Depositor in Respect of the Servicer and
the Special Servicer.

            The Depositor may, but is not obligated to, enforce the obligations
of the Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.

            Section 6.06 Reserved.

            Section 6.07 The Directing Certificateholder.

            (a) The Directing Certificateholder shall have no liability
whatsoever to the Trust Fund or any Certificateholder other than the Controlling
Class Certificateholders and shall have no liability to any Controlling Class
Certificateholder for any action taken, or for refraining from the taking of any
action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that, with respect to Controlling Class Certificateholders,
the Directing Certificateholder shall not be protected against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that the Directing
Certificateholder may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates, and that the
Directing Certificateholder may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates, that the
Directing Certificateholder may act solely in the interests of the Holders of
the Controlling Class, that the Directing Certificateholder does not have any
duties to the Holders of any Class of Certificates other than the Controlling
Class, that the Directing Certificateholder may take actions that favor the
interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other classes of Certificates, that the Directing
Certificateholder, absent willful misfeasance, bad faith or negligence, shall
not be deemed to have been negligent or reckless, or to have acted in bad faith
or engaged in willful misfeasance, by reason of its having acted solely in the
interests of the Holders of the Controlling Class, and that the Directing
Certificateholder shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof
for having so acted.

            (b) Within five Business Days of receipt of written notice that a
new Directing Certificateholder has been selected, the Trustee shall deliver
notice to the Servicer and the Special Servicer, of such Directing
Certificateholder's identity.

                               [End of Article VI]

<PAGE>


                                  ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default; Servicer and Special Servicer
Termination.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

                  (i) (A) any failure by the Servicer to make any deposit
            required to be made by the Servicer to the Certificate Account or
            the Serviced Whole Loan Custodial Account on the day and by the time
            such remittance is required to be made under the terms of this
            Agreement, which failure is not remedied within one Business Day or
            (B) any failure by the Servicer to deposit into, or remit to the
            Trustee for deposit into, any Distribution Account any amount
            required to be so deposited or remitted (including any required P&I
            Advance, unless the Servicer determines that such P&I Advance is a
            Nonrecoverable Advance), which failure is not remedied (with
            interest as set forth in Section 3.04(b)) by 11:00 a.m. (New York
            City time) on the relevant Distribution Date; or

                  (ii) any failure by the Special Servicer to deposit into the
            REO Account, or to remit to the Servicer for deposit into, the
            Certificate Account or the Serviced Whole Loan Custodial Account, or
            to remit to the Trustee for deposit into the Lower-Tier Distribution
            Account any amount required to be so deposited or remitted by the
            Special Servicer pursuant to, and at the time specified by, the
            terms of this Agreement; provided, however, that the failure of the
            Special Servicer to remit such amount to the Servicer shall not be
            an Event of Default if such failure is remedied within one Business
            Day and if the Special Servicer has compensated the Servicer for any
            loss of income on such amount suffered by the Servicer due to and
            caused by the late remittance of the Special Servicer and reimbursed
            the Trust for any resulting advance interest due to the Servicer; or

                  (iii) any failure on the part of the Servicer or the Special
            Servicer duly to observe or perform in any material respect any of
            its other covenants or obligations contained in this Agreement
            (other than a failure to deliver the items described in subsection
            (xii) below with regards to a fiscal year in which the Trust is
            subject to Exchange Act reporting requirements) which continues
            unremedied for a period of 30 days (15 days in the case of a failure
            of the Servicer to make a Servicing Advance, or in the case of a
            failure to pay the premium for any insurance policy required to be
            maintained hereunder) after the date on which written notice of such
            failure, requiring the same to be remedied, shall have been given to
            the Servicer or the Special Servicer, as the case may be, by any
            other party hereto, with a copy to each other party to this
            Agreement by any affected holder of any Serviced Pari Passu Loan or
            Serviced B Note or the Holders of Certificates of any Class
            evidencing, as to such Class, Percentage Interests aggregating not
            less than 25%; provided, however, if such failure is capable of
            being cured and the Servicer or Special Servicer, as applicable, is
            diligently pursuing such cure, such 15-, 30- or 45-day period will
            be extended an additional 30 days; or

                  (iv) any breach on the part of the Servicer or the Special
            Servicer of any representation or warranty contained in Section 3.23
            or Section 3.24, as applicable, which materially and adversely
            affects the interests of any Class of Certificateholders or any
            affected holder of any Serviced Pari Passu Loan or Serviced B Note
            and which continues unremedied for a period of 30 days after the
            date on which notice of such breach, requiring the same to be
            remedied, shall have been given to the Servicer or the Special
            Servicer, as the case may be, by the Depositor or the Trustee, or to
            the Servicer, the Special Servicer, the Depositor and the Trustee by
            any affected holder of any Serviced Pari Passu Loan or Serviced B
            Note or the Holders of Certificates of any Class evidencing, as to
            such Class, Percentage Interests aggregating not less than 25%;
            provided, however, if such breach is capable of being cured and the
            Servicer or Special Servicer, as applicable, is diligently pursuing
            such cure, such 30-day period will be extended an additional 30
            days; or

                  (v) a decree or order of a court or agency or supervisory
            authority having jurisdiction in the premises in an involuntary case
            under any present or future federal or state bankruptcy, insolvency
            or similar law for the appointment of a conservator, receiver,
            liquidator, trustee or similar official in any bankruptcy,
            insolvency, readjustment of debt, marshaling of assets and
            liabilities or similar proceedings, or for the winding-up or
            liquidation of its affairs, shall have been entered against the
            Servicer or the Special Servicer and such decree or order shall have
            remained in force undischarged, undismissed or unstayed for a period
            of 60 days; or

                  (vi) the Servicer or the Special Servicer shall consent to the
            appointment of a conservator, receiver, liquidator, trustee or
            similar official in any bankruptcy, insolvency, readjustment of
            debt, marshaling of assets and liabilities or similar proceedings of
            or relating to the Servicer or the Special Servicer or of or
            relating to all or substantially all of its property; or

                  (vii) the Servicer or the Special Servicer shall admit in
            writing its inability to pay its debts generally as they become due,
            file a petition to take advantage of any applicable bankruptcy,
            insolvency or reorganization statute, make an assignment for the
            benefit of its creditors, voluntarily suspend payment of its
            obligations or take any corporate action in furtherance of the
            foregoing; or

                  (viii) the Servicer or the Special Servicer is removed from
            S&P's approved master servicer list or special servicer list, as the
            case may be, and either (a) is not reinstated within 60 days of
            removal or (b) any of the ratings assigned to the Certificates or
            the Serviced Pari Passu Loan Securities are qualified, downgraded,
            or withdrawn in connection with such removal, whichever is earlier;
            or

                  (ix) the Trustee has received written notice from Fitch that
            the continuation of the Servicer of the Special Servicer in that
            capacity would result, or has resulted, in a downgrade,
            qualification or withdrawal of any rating then assigned by Fitch, as
            applicable, to any class of Certificates or any class of Serviced
            Pari Passu Loan Securities and, with respect to any such notice that
            the continuation of the Servicer or the Special Servicer in such
            capacity would result in such downgrade, qualification or
            withdrawal, such notice is not rescinded within 60 days; or

                  (x) the Servicer is no longer rated CMS3 or higher by Fitch or
            the equivalent or the Special Servicer is no longer rated CSS3 or
            higher by Fitch or its equivalent, and, in each case, that rating is
            not restored within 60 days after the subject downgrade or
            withdrawal;

                  (xi) the Servicer or the Special Servicer, as the case may be,
            obtains actual knowledge that Moody's has (1) qualified, downgraded
            or withdrawn its rating or ratings of any class of Serviced Pari
            Passu Loan Securities, or (2) placed any class of Serviced Pari
            Passu Loan Securities on "watchlist" status in contemplation of a
            rating downgrade or withdrawal (and such "watchlist" status
            placement shall not have been withdrawn by Moody's within 60 days of
            the date when the Servicer or Special Servicer, as the case may be,
            obtained such actual knowledge) and, in the case of either clause
            (1) or (2), cited servicing concerns with the Servicer or the
            Special Servicer, as the case may be, as the sole or a material
            factor in such rating action; or

                  (xii) subject to Sections 11.16(c) and 11.16(e), the Servicer,
            the Special Servicer, or any Servicing Function Participant
            appointed by the Servicer or Special Servicer (other than Bank of
            America, National Association under the Bank of America
            Sub-Servicing Agreement and other than any Loan Seller
            Sub-Servicer), shall fail to deliver any Exchange Act reporting
            items required to be delivered by such servicer under Article XI of
            this Agreement at the time required under such Article, and after
            giving effect to all applicable grace periods and cure periods set
            forth therein.

            (b) If any Event of Default with respect to the Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Depositor may notify the Trustee and the Trustee may (and shall at the written
direction of the Depositor with respect to clause (xii) above), upon such notice
or independent of such notice, and at the written direction of the Holders of
Certificates entitled to at least 51% of the Voting Rights (without giving
effect to the Defaulting Party's (or its Affiliates') Voting Rights) the Trustee
shall, terminate by notice in writing to the Defaulting Party, with a copy of
such notice to the Trustee or Depositor, as applicable, all of the rights
(subject to Section 3.11(b) and other than rights to indemnification hereunder)
and obligations of the Defaulting Party under this Agreement and in and to the
Mortgage Loans and the proceeds thereof (solely in its capacity as Servicer or
Special Servicer, as applicable); provided, however, that the Defaulting Party
shall be entitled to the payment of accrued and unpaid compensation and
reimbursement through the date of such termination as provided for under this
Agreement for services rendered and expenses incurred; provided, further, that
the Servicer may not be terminated solely for an Event of Default that affects
only a holder of a Serviced Pari Passu Loan or any class of Serviced Pari Passu
Loan Securities or a Serviced B Note or any class of securities backed thereby.
From and after the receipt by the Defaulting Party of such written notice, all
authority and power of the Defaulting Party under this Agreement, whether with
respect to the Certificates (other than as a Holder of any Certificate or as the
holder of a Serviced Pari Passu Loan or Serviced B Note) or the Mortgage Loans
or Serviced Whole Loans or otherwise, shall, subject to Section 3.22(h) and
Section 7.01(e), pass to and be vested in the Trustee with respect to a
termination of the Servicer or Special Servicer pursuant to and under this
Section, and, without limitation, the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of and at the expense of the Defaulting Party,
as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. The Servicer and Special Servicer each agree that if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than 20 Business Days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records requested by it
to enable it to assume the Servicer's or the Special Servicer's, as the case may
be, functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Servicer's or the Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, the
transfer within five Business Days to the Trustee for administration by it of
all cash amounts which shall at the time be or should have been credited by the
Servicer to the Certificate Account, any Serviced Whole Loan Custodial Account
or any Servicing Account (if it is the Defaulting Party) or by the Special
Servicer to any REO Account (if it is the Defaulting Party) or thereafter be
received with respect to the Mortgage Loans or any REO Property (provided,
however, that the Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b), continue to be entitled to receive all amounts
accrued or owing to it under this Agreement on or prior to the date of such
termination, whether in respect of Advances (in the case of the Servicer) or
otherwise including Workout Fees as and to the extent provided in Section 3.11,
and they and their respective directors, managers, officers, members, employees
and agents shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination).

            Notwithstanding this Section 7.01(b), if an Event of Default has
occurred with respect to the Servicer that (1) affects the holder of a Serviced
Pari Passu Loan, any class of Serviced Pari Passu Loan Securities, any Serviced
B Note or any securities backed thereby, and the Servicer is not otherwise
terminated under this Section 7.01(b) or (2) affects solely a holder of a
Serviced Pari Passu Loan, any class of Serviced Pari Passu Loan Securities, any
Serviced B Note or any securities backed thereby, then the Servicer may not be
terminated by the Trustee; provided, however, in the case of (1) or (2), at the
request of the holder of such Serviced Pari Passu Loan, Serviced B Note or such
securities the Trustee shall require the Servicer to appoint within 30 days of
the Trustee's request a sub-servicer solely with respect to the Serviced Whole
Loan if such Serviced Whole Loan is not then being sub-serviced (or if the
Mortgage Loan is currently being sub-serviced and such sub-servicer is in
default under the related Sub-Servicing Agreement, to replace the current
sub-servicer within 30 days of the Trustee's request); provided, (1) the
sub-servicer shall be selected by the holders (or their designees) of the
Serviced Whole Loan then holding a majority of the outstanding principal balance
of the Serviced Whole Loan, provided that if a majority of the applicable
holders (or their designees) are not able to agree on a sub-servicer within 30
days, such sub-servicer shall be selected by the Directing Certificateholder,
(2) such appointment (or replacement) shall be subject to receipt of a written
confirmation from each Rating Agency then rating any Certificates or Serviced
Pari Passu Loan Securities that such action would not cause such Rating Agency
to qualify, withdraw or downgrade any of its then-current ratings on the such
Certificate or Serviced Pari Passu Loan Securities, and (3) the terms of any
sub-servicing agreement between the Servicer and such Sub-Servicer must be
reasonably acceptable to the Servicer.

            (c) The Directing Certificateholder or the Holder or Holders of more
than 50% of the aggregate Certificate Balance of the then Controlling Class
shall be entitled to terminate the rights and obligations of the Special
Servicer under this Agreement, with or without cause, upon 10 Business Days
notice to the Special Servicer, the Servicer and the Trustee, and to appoint a
successor Special Servicer; provided, however, that (i) such successor will meet
the requirements set forth in Section 7.02 and (ii) as evidenced in writing by
each of the Rating Agencies, the proposed successor of such Special Servicer
will not, in and of itself, result in a downgrading, withdrawal or qualification
of the then-current ratings provided by the Rating Agencies in respect to any
Class of then outstanding Certificates or any class of Serviced Pari Passu Loan
Securities that is rated. No penalty or fee shall be payable to the Special
Servicer with respect to any termination pursuant to this Section 7.01(c). The
Directing Certificateholder shall cause the Special Servicer to be reimbursed
for the payment of any outstanding costs and expenses incurred by the Special
Servicer in its capacity as such and in connection with its removal hereunder,
which costs and expenses shall not be an expense of the Trust Fund.

            (d) The Servicer and Special Servicer shall, from time to time, take
all such reasonable actions in accordance with the Servicing Standard as are
required by them in order to maintain their respective status as an approved
servicer and special servicer, as applicable as pertains to this transaction,
with each of the Rating Agencies.

            (e) In the case of an Event of Default under Section 7.01(a)(viii),
(ix), (x) or (xi) of which the Trustee has notice, the Trustee shall provide
written notice thereof to the Servicer promptly upon receipt of such notice.
Notwithstanding Section 7.01(b), if the Servicer receives a notice of
termination under Section 7.01(b) solely due to an Event of Default under
Section 7.01(a)(viii), (ix), (x) or (xi), and if the Servicer provides the
Trustee with the appropriate "request for proposal" materials within five (5)
Business Days following such termination, then the Servicer shall continue to
serve in such capacity hereunder until a successor thereto is selected in
accordance with this Section 7.01(e) or the expiration of 45 days from the
Servicer's receipt of the notice of termination, whichever occurs first. Upon
receipt of such "request for proposal" materials from the terminated Servicer,
the Trustee shall promptly thereafter (using such "request for proposal"
materials) solicit good faith bids for the rights to master service the Mortgage
Loans under this Agreement from at least three (3) Persons qualified to act as a
successor Servicer hereunder in accordance with Section 6.02 and Section 7.02
(any such Person so qualified, a "Qualified Bidder") or, if three (3) Qualified
Bidders cannot be located, then from as many Persons as the Trustee can
determine are Qualified Bidders; provided that at the Trustee's request, the
terminated Servicer shall supply the Trustee with the names of Persons from whom
to solicit such bids; and provided, further, that the Trustee shall not be
responsible if less than three (3) or no Qualified Bidders submit bids for the
right to master service the Mortgage Loans under this Agreement. The bid
proposal shall require any Successful Bidder (as defined below), as a condition
of such bid, to enter into this Agreement as successor Servicer, and to agree to
be bound by the terms hereof, within 45 days after the receipt of notice of
termination by the terminated Servicer. Subject in all cases to Section 3.22,
the Trustee shall solicit bids: (i) on the basis of such successor Servicer
retaining all Sub-Servicers to continue the primary servicing of the Mortgage
Loans pursuant to the terms of the respective Sub-Servicing Agreements and to
enter into a Sub-Servicing Agreement with the terminated Servicer to sub-service
each of the Mortgage Loans not subject to a Sub-Servicing Agreement at a
sub-servicing fee rate per annum equal to the related Master Servicing Fee Rate
minus, in the case of each Mortgage Loan serviced, 2.0 basis points in the case
of any Mortgage Loan sold to the Depositor by Bank of America and 1.0 basis
point in the case of any Mortgage Loan sold to the Depositor by GECC or GACC
(each, a "Servicing Retained Bid"); and (ii) on the basis of terminating each
Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in
accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor Servicer hereunder. The Trustee shall direct the Successful
Bidder to enter into this Agreement as successor Servicer pursuant to the terms
hereof (and, if the successful bid was a Servicing-Retained bid, to enter into a
Sub-Servicing Agreement with the terminated Servicer as contemplated above) no
later than 45 days after the receipt of notice of termination by the terminated
Servicer; provided, however, that the initial Servicer may request and obtain an
additional 20 days for such sale and assumption to be completed so long as the
initial Servicer delivers to the Trustee an Officer's Certificate stating that
the sale and assumption of the right to service the Mortgage Loans cannot be
completed in the initial 45-day period and specifying the reasons therefor.

            The proceeds of the sale, net of any reasonable expenses incurred by
the Trustee in connection with such sale (which expenses shall be paid from the
proceeds of such sale), will belong to the terminated Servicer. In the event
that such sale shall not have been consummated, the terminated Servicer shall
reimburse the Trustee for all out-of-pocket expenses incurred by the Trustee in
connection therewith, within 30 days of request therefor, otherwise such
expenses shall be payable from the Trust. If no such sale shall have been
consummated within such 45-day period or if the terminated Servicer shall not
have delivered a timely notice of its intention to sell such servicing rights,
the Trustee shall take any additional action necessary to either act as
successor Servicer or select a successor Servicer of its choice pursuant to the
terms hereof.

            Notwithstanding anything to the contrary in this Article VII, no
resignation or termination of the Servicer shall be effective, and the Servicer
shall continue to perform as such and to collect its Servicing Fee until the
conclusion of the process described in this Section 7.01(e) and the acceptance
of appointment by a successor Servicer.

            Section 7.02 Trustee to Act; Appointment of Successor.

            Subject to Section 7.01(e), on and after the time the Servicer or
the Special Servicer, as the case may be, either resigns pursuant to subsection
(a) of the first sentence of Section 6.04 or receives a notice of termination
for cause pursuant to Section 7.01(a), and provided that no acceptable successor
has been appointed, the Trustee shall be the successor to the Servicer and the
Servicer shall be the successor to the Special Servicer, as applicable, in all
respects in its capacity as Servicer or Special Servicer under this Agreement
and the transactions set forth or provided for herein and shall be subject to,
and have the benefit of, all of the rights, benefits, responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Servicer or Special Servicer by
the terms and provisions hereof; provided, however, that any failure to perform
such duties or responsibilities caused by the terminated party's failure under
Section 7.01 to provide information or moneys required hereunder shall not be
considered a default by such successor hereunder. Except as provided in Section
7.01(e), the Trustee shall not appoint any successor without first obtaining the
written consent of the Directing Certificateholder, which shall not be
unreasonably withheld, and the Trustee shall not appoint any successor without
first obtaining written confirmation from each of the Rating Agencies that such
appointment will not, in and of itself, result in a downgrading, withdrawal or
qualification of the then current ratings provided by the Rating Agencies in
respect of any Class of then outstanding Certificates or any class of Serviced
Pari Passu Loan Securities that is rated. The appointment of a successor
Servicer shall not affect any liability of the predecessor Servicer which may
have arisen prior to its termination as Servicer, and the appointment of a
successor Special Servicer shall not affect any liability of the predecessor
Special Servicer which may have arisen prior to its termination as Special
Servicer. The Trustee or Servicer, as applicable, in its capacity as successor
to the Servicer or the Special Servicer, as the case may be, shall not be liable
for any of the representations and warranties of the Servicer or the Special
Servicer, respectively, herein or in any related document or agreement, for any
acts or omissions of the predecessor Servicer or Special Servicer or for any
losses incurred by the Servicer pursuant to Section 3.06 hereunder, nor shall
the Trustee or the Servicer, as applicable, be required to purchase any Mortgage
Loan hereunder solely as a result of its obligations as successor Servicer or
Special Servicer, as the case may be. As compensation therefor, the Trustee as
successor Servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans which the Servicer would have been entitled to if the
Servicer had continued to act hereunder, including but not limited to any income
or other benefit from any Permitted Investment pursuant to Section 3.06, and the
Servicer as successor to the Special Servicer shall be entitled to the Special
Servicing Fees to which the Special Servicer would have been entitled if the
Special Servicer had continued to act hereunder. Should the Trustee or the
Servicer, as applicable, succeed to the capacity of the Servicer or the Special
Servicer, as the case may be, the Trustee or the Servicer, as applicable, shall
be afforded the same standard of care and liability as the Servicer or the
Special Servicer, as applicable, hereunder notwithstanding anything in Section
8.01 to the contrary, but only with respect to actions taken by it in its role
as successor Servicer or successor Special Servicer, as the case may be, and not
with respect to its role as Trustee or Servicer, as applicable, hereunder.
Notwithstanding the above, the Trustee or the Servicer, as applicable, may, if
it shall be unwilling to act as successor to the Servicer or Special Servicer,
as the case may be, or shall, if it is unable to so act, or if the Trustee or
Servicer, as applicable, is not approved as a servicer or special servicer, as
applicable, by each Rating Agency or if the Holders of Certificates entitled to
at least 51% of the Voting Rights so request in writing to the Trustee, promptly
appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution which meets the criteria set
forth in Section 6.04 and otherwise herein, as the successor to the Servicer or
the Special Servicer, as applicable, hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Servicer or Special
Servicer hereunder. No appointment of a successor to the Servicer or the Special
Servicer hereunder shall be effective until the assumption in writing by the
successor to the Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter. Pending appointment of a
successor to the Servicer or the Special Servicer hereunder, unless the Trustee
or the Servicer, as applicable, shall be prohibited by law from so acting, the
Trustee or the Servicer, as applicable, shall act in such capacity as herein
above provided. In connection with such appointment and assumption of a
successor to the Servicer or Special Servicer as described herein, the Trustee
or the Servicer, as applicable, may make such arrangements for the compensation
of such successor out of payments on Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a
successor Servicer or successor Special Servicer, as the case may be, shall be
in excess of that permitted the terminated Servicer or Special Servicer, as the
case may be, hereunder. The Trustee, the Servicer or the Special Servicer
(whichever is not the terminated party) and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Any costs and expenses associated with the transfer of the
servicing function (other than with respect to a termination without cause)
under this Agreement shall be borne by the predecessor servicer and shall be
paid within 30 days of request therefor, otherwise such costs and expenses shall
be payable from the Trust.

            Section 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Servicer or the Special Servicer pursuant to Section 7.02, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register and to the holder of any related
Serviced Pari Passu Loan or Serviced B Note.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after the Trustee would be
deemed to have notice of the occurrence of such an event in accordance with
Section 8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders, to the holder of any related Serviced Pari Passu Loan or
Serviced B Note, notice of such occurrence, unless such default shall have been
cured.

            Section 7.04 Waiver of Events of Default.

            The Holders of Certificates representing at least 66(2)/3% of the
Voting Rights (without giving effect to the Defaulting Party's (or its
Affiliates') Voting Rights) allocated to each Class of Certificates affected by
any Event of Default hereunder may waive such Event of Default within 20 days of
the receipt of notice from the Trustee of the occurrence of such Event of
Default; provided, however, that an Event of Default under clause (i) of Section
7.01(a) may be waived only by all of the Certificateholders of the affected
Classes; provided, further, however, that an Event of Default arising from the
failure to deliver the items required by Sections 11.08, 11.11, 11.12 and 11.13
may not be waived. Upon any such waiver of an Event of Default, such Event of
Default shall cease to exist and shall be deemed to have been remedied for every
purpose hereunder. Upon any such waiver of an Event of Default by
Certificateholders, the Trustee shall be entitled to recover all costs and
expenses incurred by it in connection with enforcement action taken with respect
to such Event of Default prior to such waiver from the Trust Fund. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates unless the Depositor is an Affiliate
of the defaulting party.

            Section 7.05 Trustee as Maker of Advances.

            In the event that the Servicer (or, in the case of the 277 Park
Avenue Mortgage Loan and the KinderCare Portfolio Mortgage Loan, the BACM 2005-6
Servicer) fails to fulfill its obligations hereunder to make any Advances and
such failure remains uncured, the Trustee shall perform such obligations (x)
within five Business Days of the Event of Default resulting from such failure by
the Servicer with respect to Servicing Advances to the extent a Responsible
Officer of the Trustee has actual knowledge of such failure with respect to such
Servicing Advances and (y) by noon, New York City time, on the related
Distribution Date with respect to P&I Advances pursuant to the Trustee's notice
of failure pursuant to Section 4.03(a) unless the Trustee has received notice
that such failure has been cured by 11:00 a.m. on such Distribution Date. With
respect to any such Advance made by the Trustee, the Trustee shall succeed to
all of the Servicer's rights with respect to Advances hereunder, including,
without limitation, the Servicer's rights of reimbursement and interest on each
Advance at the Reimbursement Rate, and rights to determine that a proposed
Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may
be, (without regard to any impairment of any such rights of reimbursement caused
by such Servicer's default in its obligations hereunder); provided, however,
that if Advances made by the Trustee or the Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Trustee, until such
Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance or any determination of nonrecoverability in connection
therewith by the Servicer hereunder. In addition, any determination made by the
Special Servicer, at its option, that an Advance is a Nonrecoverable Advance
shall be conclusive and binding on the Servicer and the Trustee, provided that
the Servicer or the Trustee, as applicable, has been given notice of such
determination.

                              [End of Article VII]

<PAGE>


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall notify the party providing such instrument
and requesting the correction thereof. The Trustee shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the
Servicer or the Special Servicer or another Person (other than the Trustee), and
accepted by the Trustee in good faith, pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct or bad faith; provided, however, that:

                  (i) Prior to the occurrence of an Event of Default, and after
            the curing of all such Events of Default which may have occurred,
            the duties and obligations of the Trustee shall be determined solely
            by the express provisions of this Agreement, the Trustee shall not
            be liable except for the performance of such duties and obligations
            as are specifically set forth in this Agreement, no implied
            covenants or obligations shall be read into this Agreement against
            the Trustee and, in the absence of bad faith on the part of the
            Trustee, the Trustee may conclusively rely, as to the truth of the
            statements and the correctness of the opinions expressed therein,
            upon any certificates or opinions furnished to the Trustee and
            conforming to the requirements of this Agreement;

                  (ii) The Trustee shall not be liable for an error of judgment
            made in good faith by a Responsible Officer or Responsible Officers
            of the Trustee, unless it shall be proved that the Trustee was
            negligent in ascertaining the pertinent facts; and

                  (iii) The Trustee shall not be liable with respect to any
            action taken, suffered or omitted to be taken by it in good faith in
            accordance with the direction of Holders of Certificates entitled to
            at least 25% of the Voting Rights relating to the time, method and
            place of conducting any proceeding for any remedy available to the
            Trustee, or exercising any trust or power conferred upon the
            Trustee, under this Agreement (unless a higher percentage of Voting
            Rights is required for such action).

                  (iv) Subject to and as limited in the other provisions of this
            Agreement, the Trustee shall have no duty except in the capacity as
            successor Servicer or successor Special Servicer (A) to see to any
            recording, filing or depositing of this Agreement or any agreement
            referred to herein or any financing statement or continuation
            statement evidencing a security interest, or to see to the
            maintenance of any such recording or filing or depositing or to any
            re-recording, refiling or redepositing of any thereof, (B) to see to
            any insurance, and (C) to confirm or verify the contents of any
            reports or certificates of the Servicer or Special Servicer
            delivered to the Trustee pursuant to this Agreement reasonably
            believed by the Trustee to be genuine and to have been signed or
            presented by the proper party or parties.

            Section 8.02 Certain Matters Affecting the Trustee.

            (a) Except as otherwise provided in Section 8.01:

                  (i) The Trustee may rely upon and shall be protected in acting
            or refraining from acting upon any resolution, Officer's
            Certificate, certificate of auditors or any other certificate,
            statement, instrument, opinion, report, notice, request, consent,
            order, Appraisal, bond or other paper or document reasonably
            believed by it to be genuine and to have been signed or presented by
            the proper party or parties;

                  (ii) The Trustee may consult with counsel and the written
            advice of such counsel or any Opinion of Counsel shall be full and
            complete authorization and protection in respect of any action taken
            or suffered or omitted by it hereunder in good faith and in
            accordance therewith;

                  (iii) The Trustee shall be under no obligation to exercise any
            of the trusts or powers vested in it by this Agreement or to make
            any investigation of matters arising hereunder or to institute,
            conduct or defend any litigation hereunder or in relation hereto at
            the request, order or direction of any of the Certificateholders,
            pursuant to the provisions of this Agreement, unless such
            Certificateholders shall have offered to the Trustee reasonable
            security or indemnity against the costs, expenses and liabilities
            which may be incurred therein or thereby; the Trustee shall not be
            required to expend or risk its own funds or otherwise incur any
            financial liability in the performance of any of its duties
            hereunder, or in the exercise of any of its rights or powers, if it
            shall have reasonable grounds for believing that repayment of such
            funds or adequate indemnity against such risk or liability is not
            reasonably assured to it; nothing contained herein shall, however,
            relieve the Trustee of the obligation, upon the occurrence of an
            Event of Default which has not been cured, to exercise such of the
            rights and powers vested in it by this Agreement, and to use the
            same degree of care and skill in their exercise as a prudent man
            would exercise or use under the circumstances in the conduct of his
            own affairs;

                  (iv) The Trustee shall not be liable for any action reasonably
            taken, suffered or omitted by it in good faith and believed by it to
            be authorized or within the discretion or rights or powers conferred
            upon it by this Agreement;

                  (v) Prior to the occurrence of an Event of Default hereunder
            and after the curing of all Events of Default which may have
            occurred, the Trustee shall not be bound to make any investigation
            into the facts or matters stated in any resolution, certificate,
            statement, instrument, opinion, report, notice, request, consent,
            order, approval, bond or other paper or document, unless requested
            in writing to do so by Holders of Certificates entitled to at least
            50% of the Voting Rights; provided, however, that if the payment
            within a reasonable time to the Trustee of the costs, expenses or
            liabilities likely to be incurred by it in the making of such
            investigation is, in the opinion of the Trustee, not reasonably
            assured to the Trustee by the security afforded to it by the terms
            of this Agreement, the Trustee may require reasonable indemnity from
            such requesting Holders against such expense or liability as a
            condition to taking any such action. The reasonable expense of every
            such reasonable examination shall be paid by the Servicer or, if
            paid by the Trustee, shall be repaid by the Servicer upon demand;

                  (vi) The Trustee may execute any of the trusts or powers
            hereunder or perform any duties hereunder either directly or by or
            through agents or attorneys; provided, however, that the appointment
            of such agents or attorneys shall not relieve the Trustee of its
            duties or obligations hereunder; provided, further, however, that
            the Trustee may not perform any duties hereunder through any Person
            that is a Prohibited Party;

                  (vii) For all purposes under this Agreement, including,
            without limitation, notice of any publication as contemplated under
            the proviso of Section 7.01(a)(viii) and (ix), the Trustee shall not
            be deemed to have notice of any Event of Default unless a
            Responsible Officer of the Trustee has actual knowledge thereof or
            unless written notice of any event which is in fact such a default
            is received by the Trustee at the Corporate Trust Office, and such
            notice references the Certificates or this Agreement; and

                  (viii) Notwithstanding any provision in this Agreement to the
            contrary, the Trustee shall not be responsible for any act or
            omission of the Servicer or the Special Servicer (unless the Trustee
            is acting as Servicer or Special Servicer, as the case may be),
            Certificate Registrar or Authenticating Agent (unless the Trustee is
            acting as Certificate Registrar or Authenticating Agent) or of the
            Depositor or Directing Certificateholder.

            (b) The Trustee shall not be required to give any bond or surety in
respect of the execution of the Trust Fund created hereby or the power granted
hereunder.

            Section 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates, other than
the acknowledgments of the Trustee in Sections 2.02 and 2.04 and the signature,
if any, of the Certificate Registrar set forth on any outstanding Certificate,
shall be taken as the statements of the Depositor, the Servicer or the Special
Servicer, as the case may be, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the
signature, if any, of the Trustee set forth thereon) or of any Mortgage Loan or
related document. The Trustee shall not be accountable for the use or
application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust
Fund, or any funds deposited in or withdrawn from the Certificate Account, any
Serviced Whole Loan Custodial Account or any other account by or on behalf of
the Depositor, the Servicer or the Special Servicer. The Trustee shall not be
responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Servicer or the Special Servicer and accepted by the Trustee in
good faith, pursuant to this Agreement.

            Section 8.04 Trustee May Own Certificates.

            The Trustee its individual capacity, not as Trustee, may become the
owner or pledgee of Certificates, and may deal with the Depositor, the Servicer,
the Special Servicer, the Initial Purchasers and the Underwriters in banking
transactions, with the same rights it would have if it were not Trustee.

            Section 8.05 Fees and Expenses of Trustee; Indemnification of
Trustee.

            (a) As compensation for the performance of its duties, the Trustee
will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee. The Trustee Fee shall be paid monthly on a Mortgage
Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee
Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day
year consisting of twelve 30-day months. The Trustee Fee (which shall not be
limited to any provision of law in regard to the compensation of a trustee of an
express trust) shall constitute the Trustee's sole form of compensation for all
services rendered by it in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties of the Trustee
hereunder.

            (b) The Trustee (whether in its individual capacity or its capacity
as Trustee) and any director, officer, employee or agent of the Trustee shall be
entitled to be indemnified and held harmless by the Trust Fund (to the extent of
amounts on deposit in the Certificate Account, Lower-Tier Distribution Account
or Component Mortgage Loan Distribution Account from time to time) against any
loss, liability or expense (including, without limitation, costs and expenses of
litigation, and of investigation, counsel fees, damages, judgments and amounts
paid in settlement, and expenses incurred in becoming successor servicer or
successor Special Servicer, to the extent not otherwise paid hereunder) arising
out of, or incurred in connection with, any act or omission of the Trustee,
relating to the exercise and performance of any of the powers and duties of the
Trustee hereunder, or arising out of, or incurred in connection with, any act or
omission of the Certificate Registrar or Authenticating Agent (to the extent
different than the Trustee), relating to the exercise and performance of any of
the powers and duties of the Certificate Registrar or Authenticating Agent
hereunder; provided, however, that neither the Trustee, nor any of the other
above specified Persons shall be entitled to indemnification pursuant to this
Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements
incurred or made by or on behalf of the Trustee in the normal course of the
Trustee's performance of its duties in accordance with any of the provisions
hereof, which are not "unanticipated expenses of the REMIC" within the meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or
liability specifically required to be borne thereby pursuant to the terms hereof
or (iv) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or by reason of negligent disregard of such
obligations or duties, or as may arise from a breach of any representation,
warranty or covenant of the Trustee made herein. The provisions of this Section
8.05(b) shall survive the termination of this Agreement and any resignation or
removal of the Trustee and appointment of a successor thereto.

            (c) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses and disbursements incurred by the
Trustee pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses incurred by the REMIC"
within the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any
such expense, disbursement or advance as may arise from its bad faith or willful
misconduct or negligence in the performance of its duties or by negligent
disregard of its obligations and duties hereunder; provided, however, that
subject to Section 8.02(a)(iii), the Trustee shall not refuse to perform any of
its duties hereunder solely as a result of the failure to be paid the Trustee
Fee or the Trustee's expenses.

            (d) The Trustee agrees to indemnify each of the Servicer and the
Special Servicer and any director, officer, member, manager, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them
may sustain arising from or as a result of any willful misfeasance, bad faith or
negligence of the Trustee in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Trustee of its duties
and obligations hereunder or by reason of breach of any representations or
warranties made herein; provided, that such indemnity shall not cover indirect
or consequential damages. The Servicer or the Special Servicer, as applicable,
shall immediately notify the Trustee, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling it to indemnification
under this Section 8.05(d), whereupon the Trustee shall assume the defense of
such claim (with counsel reasonably satisfactory to the Servicer or the Special
Servicer) and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Trustee shall not affect any rights any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Trustee's defense
of such claim is materially prejudiced thereby.

            Section 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national bank, national banking
association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to
exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $100,000,000 and
subject to supervision or examination by federal or state authority and shall
not be an Affiliate of the Servicer or the Special Servicer (except during any
period when the Trustee is acting as, or has become successor to, the Servicer
or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an
institution insured by the Federal Deposit Insurance Corporation and (iii) an
institution whose long-term senior unsecured debt is rated "AA-" by S&P (or "A+"
by S&P, if the Trustee's short-term unsecured debt rating is at least "A-1" from
S&P) and "AA-" by Fitch (or "A+" by Fitch if the Trustee has a short-term rating
of "F-1" from Fitch) (or such entity as would not, as evidenced in writing by
such Rating Agency, result in the qualification, downgrading or withdrawal of
any of the ratings then assigned thereby to the Certificates). Additionally, the
Trustee hereunder will be required to resign if it becomes a Prohibited Party.

            If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Trustee administers
the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee's office
is located is in a state or local jurisdiction that imposes a tax on the Trust
Fund on the net income of a REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions), the Trustee shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust or (iii) administer the Upper-Tier
REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not
impose such a tax.

            Section 8.07 Resignation and Removal of the Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicer, the Special Servicer and to all Certificateholders and holders of the
Serviced Pari Passu Loans and Serviced B Notes. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Trustee acceptable
to the Servicer by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee and to the successor Trustee. A copy of such
instrument shall be delivered to the Servicer, the Special Servicer, the
Certificateholders and the holders of any related Serviced Pari Passu Loan or
Serviced B Note by the Depositor. If no successor Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Servicer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee shall fail (other than by reason of the failure
of either the Servicer or the Special Servicer to timely perform its obligations
hereunder or as a result of other circumstances beyond the Trustee's reasonable
control), to timely publish any report to be delivered, published or otherwise
made available by the Trustee pursuant to Section 4.02 and such failure shall
continue unremedied for a period of five days, or if the Trustee fails to make
distributions required pursuant to Section 3.05(b), 3.05(c), 4.01 or 9.01, or if
the Trustee fails to perform (or acts with negligence, bad faith or willful
misconduct in performing) any of its obligations set forth in Article XI, then
the Depositor may remove the Trustee and appoint a successor Trustee acceptable
to the Servicer by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor Trustee in the case of
the removal of the Trustee. A copy of such instrument shall be delivered to the
Servicer, the Special Servicer, the Certificateholders and the holders of any
related Serviced Pari Passu Loan or Serviced B Note by the Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor Trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Servicer, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Depositor, the Special Servicer, the remaining
Certificateholders and the holders of any Serviced Pari Passu Loan or Serviced B
Note by the Servicer.

            (d) Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

            Upon any succession of the Trustee under this Agreement, the
predecessor Trustee shall be entitled to the payment of accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred (including without limitation, unreimbursed
Advances). No Trustee shall be personally liable for any action or omission of
any successor Trustee.

            Section 8.08 Successor Trustee.

            (a) Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Servicer, the
Special Servicer and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver to the successor Trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a Custodian, which Custodian, at the Custodian's option,
shall become the agent of the successor Trustee, and other than the documents
referred to in clause (xix) of the definition of "Mortgage File"), and the
Depositor, the Servicer, the Special Servicer and the predecessor Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor
Trustee all such rights, powers, duties and obligations, and to enable the
successor Trustee to perform its obligations hereunder.

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the Servicer shall mail notice of the succession
of such Trustee hereunder to the Depositor, the Certificateholders and the
holders of any Serviced Pari Passu Loan or Serviced B Note. If the Servicer
fails to mail such notice within 10 days after acceptance of appointment by the
successor Trustee, such successor Trustee shall cause such notice to be mailed
at the expense of the Servicer.

(d) Any and all costs and expenses associated with transferring the duties of a
Trustee that has resigned or been removed or terminated, as contemplated by
Section 8.07, to a successor Trustee, including those associated with transfer
of the Mortgage Files and other documents and statements held by the predecessor
Trustee to the successor Trustee, as contemplated by Section 8.08(a), shall be
paid by: (i) the predecessor Trustee, if such predecessor Trustee has resigned
in accordance with Section 8.07(a), has been removed in accordance with Section
8.07(b) or has been removed with cause in accordance with Section 8.07(c); (ii)
the Certificateholders that effected the removal, if the predecessor Trustee has
been removed without cause in accordance with Section 8.07(c); and (iii) the
Trust, if such costs and expenses are not paid by the predecessor Trustee or the
subject Certificateholders, as contemplated by the immediately preceding clauses
(i) and (ii), within 90 days after they are incurred (provided that such
predecessor Trustee or such subject Certificateholders, as applicable, shall
remain liable to the Trust for such costs and expenses).

            Section 8.09 Merger or Consolidation of Trustee.

            Any Person into which the Trustee may be merged or converted or with
which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee shall
be the successor of the Trustee hereunder; provided, that such successor Person
shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. The Trustee will provide notice
of such event to the Servicer, the Special Servicer, the Depositor and the
Rating Agencies.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Trustee shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor Trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder. The Trustee shall not be liable for any action or inaction of a
separate trustee or co-trustee.

            (f) Notwithstanding anything herein to the contrary, the Trustee
shall not hire any separate trustee or co-trustee which would or might be
required to deliver any of the reports, assessments or attestations required
under Items 1122 or 1123 of Regulation AB or back-up Sarbanes-Oxley
Certification pursuant to Section 11.08 or any information to be included in any
Exchange Act report without obtaining the prior written consent of the
Depositor, which consent shall not be unreasonably withheld.

            Section 8.11 Appointment of Custodians.

            The Trustee may, with the consent of the Servicer,  appoint one or
more  Custodians  to hold all or a portion of the Mortgage  Files as agent for
the  Trustee  and upon such  appointment  the  Trustee  shall  notify  (i) the
Servicer  with respect to all Loans that are not Specially  Serviced  Mortgage
Loans and  (ii) the  Special  Servicer  with  respect  to  Specially  Serviced
Mortgage Loans.  Each Custodian shall be a depository  institution  subject to
supervision  by federal or state  authority,  shall have combined  capital and
surplus of at least  $15,000,000  and shall be qualified to do business in the
jurisdiction  in  which it  holds  any  Mortgage  File  and  shall  not be the
Depositor or any Affiliate of the Depositor.  Each Custodian  shall be subject
to the same  obligations  and  standard  of care as would  be  imposed  on the
Trustee  hereunder in connection with the retention of Mortgage Files directly
by the Trustee.  The appointment of one or more  Custodians  shall not relieve
the Trustee  from any of its  obligations  hereunder,  and the  Trustee  shall
remain  responsible  for  all  acts  and  omissions  of  any  Custodian.   Any
Custodian  appointed  hereunder  must  maintain a fidelity bond and errors and
omissions  policy in an amount  customary for  Custodians  which serve in such
capacity in commercial mortgage loan securitization transactions.

            Section 8.12 Access to Certain Information.

            (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee three copies of any private placement memorandum or other disclosure
document used by the Depositor or its Affiliate in connection with the offer and
sale of the Class of Certificates to which such Non-Registered Certificate
relates. In addition, if any such private placement memorandum or disclosure
document is revised, amended or supplemented at any time following the delivery
thereof to the Trustee, the Depositor promptly shall inform the Trustee of such
event and shall deliver to the Trustee a copy of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trustee shall maintain at its offices primarily responsible for administering
the Trust Fund (or, with respect to item (j) below, at its office located at 135
South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securities and Trust Services--GECMC 2006-C1) and shall, upon reasonable advance
notice, make available during normal business hours for review by any Holder of
a Certificate, the Depositor, the Servicer, the Special Servicer, any Rating
Agency, the holders of any Serviced Pari Passu Loan or Serviced B Note and their
designees or any other Person to whom the Trustee believes such disclosure is
appropriate, originals or copies of the following items (to the extent such
items have been delivered to the Trustee, as applicable): (i) in the case of a
Holder or prospective transferee of a Non-Registered Certificate, any private
placement memorandum or other disclosure document relating to the Class of
Certificates to which such Non-Registered Certificate belongs, in the form most
recently provided to the Trustee and (ii) in all cases, (a) this Agreement and
any amendments hereto entered into pursuant to Section 12.01, (b) all statements
required to be delivered to Certificateholders of the relevant Class pursuant to
Section 4.02 since the Closing Date, including all data files and reports that
are part of the CMSA Investor Reporting Package, (c) all Officer's Certificates
delivered to the Trustee since the Closing Date pursuant to Section 11.11 and
Section 11.12, (d) all accountants' reports delivered to the Trustee since the
Closing Date pursuant to Section 11.13, (e) the most recent inspection report
prepared by the Servicer, Sub-Servicer or Special Servicer, as applicable, and
delivered to the Trustee in respect of each Mortgaged Property pursuant to
Section 3.12(a), (f) as to each Mortgage Loan pursuant to which the related
Mortgagor is required to deliver such items or the Special Servicer has
otherwise acquired such items, the most recent annual operating statement and
rent roll of the related Mortgaged Property and financial statements of the
related Mortgagor and any other reports of the Mortgagor collected by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Trustee pursuant to Section 3.12(b), together with the accompanying written
reports (including a CMSA Operating Statement Analysis Report and a CMSA NOI
Adjustment Worksheet) to be delivered by the Servicer to the Trustee pursuant to
Section 3.12(b), (g) any and all notices, reports and Environmental Assessments
delivered to the Trustee with respect to any Mortgaged Property securing a
Defaulted Mortgage Loan as to which the environmental testing contemplated by
Section 3.09(c) revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof was not satisfied (but only for so long
as such Mortgaged Property or the related Mortgage Loan are part of the Trust
Fund), (h) any and all modifications, waivers and amendments of the terms of a
Mortgage Loan entered into by the Servicer or the Special Servicer and delivered
to the Trustee pursuant to Section 3.20 (but only for so long as the affected
Mortgage Loan is part of the Trust Fund), (i) any and all Officer's Certificates
delivered to the Trustee to support the Servicer's determination that any P&I
Advance or Servicing Advance was or, if made, would be a Nonrecoverable P&I
Advance or Nonrecoverable Servicing Advance, as the case may be, (j) any and all
of the Mortgage Loan documents contained in the Mortgage File (other than the
documents referred to in clause (xix) of the definition of "Mortgage File"), (k)
any and all Appraisals obtained pursuant to the definition of "Appraisal
Reduction" herein, (l) information provided to the Trustee regarding the
occurrence of Servicing Transfer Events as to the Mortgage Loans, (m) any and
all Sub-Servicing Agreements and any amendments thereto and modifications
thereof provided to the Trustee, (n) Trustee Exception Reports and (o) an
explanation of the calculation of any Prepayment Interest Shortfall. Copies of
any and all of the foregoing items will be available from the Trustee upon
request; provided, however, that the Trustee shall be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of
providing such copies, except in the case of copies provided to the Rating
Agencies, which shall be free of charge. In addition, without limiting the
generality of the foregoing, any Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificateholder may upon request from the Trustee obtain a copy of any factual
report (other than the Asset Status Report) delivered to the Rating Agencies
under this Agreement.

            (b) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Trustee shall, in accordance with such reasonable rules and procedures as each
may adopt (which may include the requirement that an agreement that provides
that such information shall be used solely for purposes of evaluating the
investment characteristics of the Certificates be executed), also provide the
reports available to Certificateholders pursuant to Section 4.02, as well as
certain additional information received by the Trustee, to any
Certificateholder, the Underwriters, the Initial Purchasers, any Certificate
Owner or any prospective investor identified as such by a Certificate Owner or
Underwriter, that requests such reports or information; provided that the
Trustee shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing copies of such reports or
information.

            (c) With respect to any information furnished by the Trustee
pursuant to this Section 8.12, the Trustee shall be entitled to indicate the
source of such information and the Trustee may affix thereto any disclaimer it
deems appropriate in its discretion. The Trustee shall notify Certificateholders
of the availability of any such information in any manner as it, in its sole
discretion, may determine. In connection with providing access to or copies of
the items described in the preceding paragraph, the Trustee may require (a) in
the case of Certificate Owners, a confirmation executed by the requesting Person
substantially in form and substance reasonably acceptable to the Trustee, as
applicable, generally to the effect that such Person is a beneficial holder of
Certificates, is requesting the information solely for use in evaluating such
Person's investment in the Certificates and will otherwise keep such information
confidential and (b) in the case of a prospective purchaser, confirmation
executed by the requesting Person in form and substance reasonably acceptable to
the Trustee, generally to the effect that such Person is a prospective purchaser
of a Certificate or an interest therein, is requesting the information solely
for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.

            Section 8.13 Reserved.

            Section 8.14 Representations and Warranties of the Trustee.

            (a) The Trustee hereby represents and warrants to the Depositor, the
Servicer and the Special Servicer and for the benefit of the Certificateholders
and the holders of any Serviced Pari Passu Loan or Serviced B Note, as of the
Closing Date, that:

                  (i) The Trustee is a national banking association duly
            organized under the laws of the United States, duly organized,
            validly existing and in good standing under the laws thereof;

                  (ii) The execution and delivery of this Agreement by the
            Trustee, and the performance and compliance with the terms of this
            Agreement by the Trustee, will not violate the Trustee's
            organizational documents or constitute a default (or an event which,
            with notice or lapse of time, or both, would constitute a default)
            under, or result in the breach of, any material agreement or other
            instrument to which it is a party or which is applicable to it or
            any of its assets;

                  (iii) The Trustee has the full power and authority to enter
            into and consummate all transactions contemplated by this Agreement,
            has duly authorized the execution, delivery and performance of this
            Agreement, and has duly executed and delivered this Agreement;

                  (iv) This Agreement, assuming due authorization, execution and
            delivery by each of the other parties hereto, constitutes a valid,
            legal and binding obligation of the Trustee, enforceable against the
            Trustee in accordance with the terms hereof, subject to (a)
            applicable bankruptcy, insolvency, reorganization, moratorium and
            other laws affecting the enforcement of creditors' rights generally
            and the rights of creditors of national banking associations
            specifically and (b) general principles of equity, regardless of
            whether such enforcement is considered in a proceeding in equity or
            at law;

                  (v) The Trustee is not in violation of, and its execution and
            delivery of this Agreement and its performance and compliance with
            the terms of this Agreement will not constitute a violation of, any
            law, any order or decree of any court or arbiter, or any order,
            regulation or demand of any federal, state or local governmental or
            regulatory authority, which violation, in the Trustee's good faith
            and reasonable judgment, is likely to affect materially and
            adversely either the ability of the Trustee to perform its
            obligations under this Agreement or the financial condition of the
            Trustee;

                  (vi) No litigation is pending or, to the best of the Trustee's
            knowledge, threatened against the Trustee which would prohibit the
            Trustee from entering into this Agreement or, in the Trustee's good
            faith and reasonable judgment, is likely to materially and adversely
            affect either the ability of the Trustee to perform its obligations
            under this Agreement or the financial condition of the Trustee; and

                  (vii) No consent, approval, authorization or order of any
            court or governmental agency or body is required for the execution,
            delivery and performance by the Trustee, or compliance by the
            Trustee with, this Agreement or the consummation of the transactions
            contemplated by this Agreement, except for any consent, approval,
            authorization or order which has not been obtained or cannot be
            obtained prior to the actual performance by the Trustee of its
            obligations under this Agreement, and which, if not obtained would
            not have a materially adverse effect on the ability of the Trustee
            to perform its obligations hereunder.

                              [End of Article VIII]

<PAGE>


                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans.

            (a) Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Servicer, the Special Servicer and the Trustee (other than the obligations of
the Trustee to provide for and make payments to Certificateholders as hereafter
set forth) shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase by the Servicer or the Special Servicer, pursuant
to the terms of subsection (b), of all the Mortgage Loans and each REO Property
remaining in the Trust Fund at a price equal to (A) the sum of (1) the aggregate
Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in
the Trust Fund, (2) the Appraised Value of each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan), if any,
included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by
an Independent MAI-designated appraiser selected by the Servicer, and approved
by more than 50% of the Voting Rights of the Classes of Certificates then
outstanding (other than the Controlling Class, unless the Controlling Class is
the only Class of Certificates outstanding)) and (3) the reasonable
out-of-pocket expenses of the Servicer with respect to such termination, unless
the Servicer is the purchaser of such Mortgage Loans, minus (B) solely in the
case where the Servicer or the Special Servicer is effecting such purchase, the
aggregate amount of unreimbursed Advances, together with any interest accrued
and payable to the Servicer or the Special Servicer, as applicable, in respect
of such Advances in accordance with Sections 3.03(e) and 4.03(d) and any unpaid
Servicing Fees or Special Servicing Fees, Liquidation Fees and Workout Fees, as
applicable, remaining outstanding (which items shall be deemed to have been paid
or reimbursed to the Servicer or Special Servicer in connection with such
purchase), (ii) the exchange by the Sole Certificateholder of the Certificates
pursuant to the terms of subsection (d) and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
REO Property (or beneficial interest in the Mortgaged Property under a
Non-Serviced Mortgage Loan) remaining in the Trust Fund; provided, however, that
in no event shall the trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof.

            (b) The Special Servicer or the Servicer (in that order) may at
their option, elect to purchase all of the Mortgage Loans and each REO Property
(or beneficial interest in the Mortgaged Property under a Non-Serviced Mortgage
Loan) remaining in the Trust Fund as contemplated by clause (i) of the preceding
paragraph by giving written notice to the Trustee and the other parties hereto
no later than 60 days prior to the anticipated date of purchase; provided,
however, that the Servicer or the Special Servicer may so elect to purchase all
of the Mortgage Loans and each REO Property (or beneficial interest in the
Mortgaged Property under the Non-Serviced Mortgage Loan) remaining in the Trust
Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Loans set forth in the Preliminary Statement. In the event that the
Servicer or the Special Servicer purchases all of the Mortgage Loans and each
REO Property (or beneficial interest in the Mortgaged Property under a
Non-Serviced Mortgage Loan) remaining in the Trust Fund in accordance with the
preceding sentence, the Servicer or the Special Servicer, as applicable, shall
deposit in the Certificate Account not later than the P&I Advance Date relating
to the Distribution Date on which the final distribution on the Certificates is
to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other
than the Certificateholders pursuant to Section 3.05(a), which portion shall be
deposited in the Certificate Account) (provided, however, that if the REO
Property secures a Serviced Whole Loan and is being purchased pursuant to the
foregoing, the portion of the above-described purchase price allocable to such
REO Property shall initially be deposited into the related Serviced Whole Loan
Custodial Account. In addition, the Servicer shall transfer to the Trustee for
deposit into the Lower-Tier Distribution Account all amounts required to be
transferred thereto on such P&I Advance Date from the Certificate Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in the Certificate Account that would otherwise be held for
future distribution. Upon confirmation that such final deposits have been made,
the Trustee shall release or cause to be released to the Servicer or the Special
Servicer, as applicable, the Mortgage Files for the remaining Mortgage Loans and
shall execute all assignments, endorsements and other instruments furnished to
it by the Servicer or the Special Servicer, as applicable, as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund. If any Mortgage Loan purchased pursuant to this Section 9.01
relates to a Whole Loan, the release, endorsement or assignment of the documents
constituting the related Mortgage File and Credit File shall be in the manner
contemplated by Section 3.30 hereof.

            (c) For purposes of this Section 9.01, the Sole Certificateholder
shall have the first option to terminate the Trust Fund, pursuant to subsection
(d), and then the Servicer, and then the Special Servicer, in each of the last
two cases, pursuant to subsection (b).

            (d) Following the date on which the aggregate Certificate Balance of
the Offered Certificates, Class D Certificates, Class E Certificates, Class F
Certificates, Class G Certificates and Class H Certificates is reduced to zero
(and provided that the aggregate Stated Principal Balances of the Mortgage Loans
and any REO Loans remaining in the Trust Fund is less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans set forth in the
Preliminary Statement), the Sole Certificateholder shall have the right to
exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving
written notice to all the parties hereto no later than 60 days prior to the
anticipated date of exchange. In the event that the Sole Certificateholder
elects to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust in accordance with the preceding sentence, such Sole
Certificateholder, not later than the Distribution Date on which the final
distribution on the Certificates is to occur, shall deposit in the Certificate
Account an amount in immediately available funds equal to all amounts due and
owing to the Depositor, the Servicer, the Special Servicer and the Trustee
hereunder through the date of the liquidation of the Trust Fund that may be
withdrawn from the Certificate Account or a Serviced Whole Loan Custodial
Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution
Account pursuant to Section 3.05(a), but only to the extent that such amounts
are not already on deposit in the Certificate Account. In addition, the Servicer
shall transfer all amounts required to be transferred to the Lower-Tier
Distribution Account on such P&I Advance Date from the Certificate Account
pursuant to the first paragraph of Section 3.04(b) (provided, however, that if
the REO Property secures a Serviced Whole Loan and is being purchased pursuant
to the foregoing, the portion of the above-described purchase price allocable to
such REO Property shall initially be deposited into the related Serviced Whole
Loan Custodial Account. Upon confirmation that such final deposits have been
made and following the surrender of all its Certificates (other than the Class S
and Residual Certificates) on the Final Distribution Date, the Trustee shall,
upon receipt of a Request for Release from the Servicer, release or cause to be
released to the Sole Certificateholder or any designee thereof, the Mortgage
Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Sole Certificateholder
as shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties (or beneficial interest in the Mortgaged Property under a
Non-Serviced Mortgage Loan) remaining in the Trust Fund, and the Trust Fund
shall be liquidated in accordance with Section 9.02. If any Mortgage Loan
purchased pursuant to this Section 9.01 is a Whole Loan, the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Credit File shall be in the manner contemplated by Section 3.30 hereof.
The remaining Mortgage Loans and REO Properties are deemed distributed to the
Sole Certificateholder in liquidation of the Trust Fund pursuant to Section
9.02. Solely for federal income tax purposes, the Sole Certificateholder shall
be deemed to have purchased the remaining Mortgage Loans and REO Properties (or
beneficial interest in the Mortgaged Property under a Non-Serviced Mortgage
Loan) for an amount equal to the remaining Certificate Balance of its
Certificates (other than the Class S and Residual Certificates), plus accrued,
unpaid interest with respect thereto, and the Trustee shall credit such amount
against amounts distributable in respect of such Certificates and the Related
Uncertificated Lower-Tier Interests.

            (e) After transferring the Lower-Tier Distribution Amount and the
amount of any Yield Maintenance Charges distributable pursuant to Section
4.01(d) to the Upper-Tier Distribution Account pursuant to Section 3.04(b), and
upon presentation and surrender of the Certificates by the Certificateholders on
the final Distribution Date, the Trustee shall distribute to each
Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Upper-Tier Distribution Account that are allocable to payments on
the Class of Certificates so presented and surrendered. Amounts transferred from
the Lower-Tier Distribution Account to the Upper-Tier Distribution Account as of
the final Distribution Date (exclusive of any portion of such amounts payable or
reimbursable to any Person pursuant to clauses (ii), (iii) and (iv) of Section
3.05(b)) shall be allocated for the purposes, in the amounts and in accordance
with the priority set forth in Sections 4.01(a) and shall be distributed in
termination and liquidation of the Uncertificated Lower-Tier Interests and the
Class LR Certificates in accordance with Sections 4.01(b). Any funds not
distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of the Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in
accordance with this Section 9.01 and Section 4.01(g).

            Any amounts remaining in the Excess Interest Distribution Account
representing Excess Interest shall be distributed to the Holders of the Class S
Certificates. Any amounts remaining in the Excess Liquidation Proceeds Reserve
Account shall be distributed to the Holders of the Class LR Certificates.

            Section 9.02 Additional Termination Requirements.

            In the event that (i) the Servicer or the Special Servicer purchases
all of the Mortgage Loans and each REO Property (or beneficial interest in the
REO Property under a Non-Serviced Mortgage Loan) remaining in the Trust Fund or
(ii) the Sole Certificateholder exchanges all of its Certificates (other than
the Residual Certificates) for all of the Mortgage Loans and REO Properties (or
beneficial interest in the REO Property under a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as provided in Section 9.01, the Trust Fund shall be
terminated in accordance with the following additional requirements, which meet
the definition of a "qualified liquidation" in Section 860F(a)(4) of the Code:

                  (i) the Trustee shall specify the date of adoption of the plan
            of complete liquidation (which shall be the date of mailing of the
            notice specified in Section 9.01) within 90 days of the final
            Distribution Date in a statement attached to each of the Upper-Tier
            REMIC's and the Lower-Tier REMIC's final Tax Return pursuant to
            Treasury Regulations Section 1.860F-1;

                  (ii) during the 90-day liquidation period and at or prior to
            the time of the making of the final payment on the Certificates, the
            Trustee shall sell all of the assets of the Lower-Tier REMIC to the
            Servicer or the Special Servicer, as applicable, for cash or
            distribute all of the remaining Mortgage Loans and REO Properties to
            the Sole Certificateholder on the designated exchange date in
            exchange for their Certificates (other than the Class S and Residual
            Certificates);

                  (iii) within such 90-day liquidation period and immediately
            following the making of the final distribution on the Uncertificated
            Lower-Tier Interests and the Certificates, the Trustee shall
            distribute or credit, or cause to be distributed or credited, to the
            Holders of the Class LR Certificates all amounts remaining (in the
            case of the Lower-Tier REMIC) and to the Holders of the Class R
            Certificates all amounts remaining (in the case of the Upper-Tier
            REMIC) (other than cash retained to meet claims), and the Trust Fund
            and each of the Lower-Tier REMIC and the Upper-Tier REMIC shall
            terminate at that time.

                               [End of Article IX]

<PAGE>


                                   ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

            Section 10.01 REMIC Administration.

            (a) The Trustee shall make elections or cause elections to be made
to treat each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC under
the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for
the taxable year ending on the last day of the calendar year in which the
Uncertificated Lower-Tier Interests and the Certificates are issued (i.e.,
2006). For the purposes of the REMIC election in respect of the Upper-Tier
REMIC, each Class of the Regular Certificates is hereby designated as a class of
"regular interests," and the Class R Certificates is hereby designated as the
sole class of "residual interest" in the Upper-Tier REMIC. For purposes of the
REMIC election in respect of the Lower-Tier REMIC, each Class of Uncertificated
Lower-Tier Interests is hereby designated as a "regular interest" and the Class
LR Certificates are hereby designated as representing the sole class of
"residual interest" in the Lower-Tier REMIC.

            None of the Special Servicer, the Servicer and the Trustee shall
permit the creation of any "interests" (within the meaning of Section 860G of
the Code) in the Lower-Tier REMIC or the Upper-Tier REMIC other than the
foregoing interests.

            (b) The Closing Date is hereby designated as the "startup day" of
each of the Lower-Tier REMIC and the Upper-Tier REMIC, within the meaning of
Section 860G(a)(9) of the Code.

            (c) The Trustee, as agent of the "tax matters person" of each of the
Upper-Tier REMIC and the Lower-Tier REMIC described below, shall act on behalf
of each such REMIC in relation to any tax matter or controversy involving any
such REMIC and shall represent each REMIC in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto. The legal expenses, including without limitation
attorneys' or accountants' fees, and costs of any such proceeding and any
liability resulting therefrom shall be expenses of the Trust Fund and the
Trustee shall be entitled to reimbursement therefor out of amounts attributable
to the Mortgage Loans and any REO Properties on deposit in the Certificate
Account as provided by Section 3.05(a) unless such legal expenses and costs are
incurred by reason of the Trustee's willful misfeasance, bad faith or gross
negligence. The Holder of the largest Percentage Interest in each of (i) the
Class R and (ii) the Class LR Certificates shall be designated, in the manner
provided under Treasury Regulations Section 1.860F-4(d) and temporary Treasury
Regulations Section 301.6231(a)(7)-1T, as the "tax matters person" of the
Upper-Tier REMIC and the Lower-Tier REMIC, respectively. By their acceptance
thereof, the Holders of the largest Percentage Interest in each of the Class R
and Class LR Certificates hereby agrees to irrevocably appoint the Trustee as
their agent to perform all of the duties of the "tax matters person" for the
Upper-Tier REMIC (as to the Class R Certificate) and the Lower-Tier REMIC (as to
the Class LR Certificate).

            (d) The Trustee shall prepare or cause to be prepared, sign and
shall file, or cause to be filed, all of the Tax Returns that it determines are
required with respect to the Lower-Tier REMIC and the Upper-Tier REMIC created
hereunder. The ordinary expenses of preparing such returns shall be borne by the
Trustee without any right of reimbursement therefor.

            (e) The Trustee shall provide or cause to be provided (i) to any
Transferor of a Class R Certificate or Class LR Certificate such information as
is necessary for the application of any tax relating to the transfer of such
Class R Certificate or Class LR Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an Agent thereof, to such Agent,
(ii) to the Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to interest,
original issue discount and market discount or premium (using the Prepayment
Assumption) and (iii) within 30 days after the Closing Date, to the Internal
Revenue Service on Form 8811 the name, title, address and telephone number of
the "tax matters person" who will serve as the representative of the Lower-Tier
REMIC, in the case of the Class LR Certificates, and the Upper-Tier REMIC, in
the case of the Class R Certificates.

            (f) The Trustee shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Trustee's control and the
scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each of the Lower-Tier REMIC and the Upper-Tier REMIC as
a REMIC under the REMIC Provisions. Neither the Servicer nor the Special
Servicer shall knowingly or intentionally take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or (ii) result in the imposition of a tax upon the
Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund (including but not
limited to the tax on "prohibited transactions" as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code, but not including the tax on "net income from foreclosure
property") (either such event, an "Adverse REMIC Event") unless the Trustee
receives an Opinion of Counsel (at the expense of the party seeking to take such
action or, if such party fails to pay such expense, and the Trustee determines
that taking such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Trustee) to the effect that the contemplated action will not,
with respect to the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC
created hereunder, endanger such status or, unless the Trustee determines in its
sole discretion to indemnify the Trust Fund against such tax, result in the
imposition of such a tax (not including a tax on "net income from foreclosure
property"). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which it has received an Opinion of Counsel to
the effect that an Adverse REMIC Event could occur with respect to such action
and the Trustee shall not take any such action or cause any of the Trust Fund,
the Lower-Tier REMIC or the Upper-Tier REMIC to take any such action as to which
the it has advised an Adverse REMIC Event could occur. The Trustee may consult
with counsel to make such written advice, and the cost of same shall be borne by
the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Trustee. At all times as may be required
by the Code, the Trustee will, to the extent within its control, and the scope
of its duties more specifically set forth herein, maintain substantially all of
the assets of each of the Lower-Tier REMIC and the Upper-Tier REMIC as
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

            (g) In the event that any applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, such tax
shall be charged against amounts otherwise distributable to the Holders of the
Certificates, except as provided in the last sentence of this Section 10.01(g);
provided, that with respect to the estimated amount of tax imposed on any "net
income from foreclosure property" pursuant to Code Section 860G(c) or any
similar tax imposed by a state or local tax authority, the Special Servicer
shall retain in the related REO Account a reserve for the payment of such taxes
in such amounts and at such times as it shall deem appropriate, and shall remit
to the Trustee such reserved amounts. Except as provided in the preceding
sentence, the Servicer shall withdraw from the Certificate Account and remit to
the Trustee sufficient funds to pay or provide for the payment of, and to
actually pay, such tax as is estimated to be legally owed by any of the
Lower-Tier REMIC or the Upper-Tier REMIC (but such authorization shall not
prevent the Trustee from contesting, at the expense of the Trust Fund (other
than as a consequence of a breach of its obligations under this Agreement), any
such tax in appropriate proceedings, and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings). The Trustee is
hereby authorized to and shall request the Servicer to remit to it and shall
segregate, into a separate non-interest bearing account, the net income from any
"prohibited transaction" under Code Section 860F(a) or the amount of any taxable
contribution to either the Lower-Tier REMIC or the Upper-Tier REMIC after the
Startup Day that is subject to tax under Code Section 860G(d) and use such
income or amount, to the extent necessary, to pay such prohibited transactions
tax. To the extent that any such tax (other than any such tax paid in respect of
"net income from foreclosure property") is paid to the Internal Revenue Service
or applicable state or local tax authorities, the Trustee shall retain an equal
amount from future amounts otherwise distributable to the Holders of Residual
Certificates (as applicable) and shall distribute such retained amounts, in the
case of the Lower-Tier REMIC, to the Trustee on behalf of the Upper-Tier REMIC
as Holder of the Uncertificated Lower-Tier Interests to the extent they are
fully reimbursed for any Collateral Support Deficit arising therefrom and then,
in each case, to the Holders of the Class LR Certificates in the manner
specified in Section 4.01(b) and (z) distribute such retained amounts, in the
case of the Upper-Tier REMIC, to the Holders of Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P and Class X-W Certificates, as applicable, in the manner
specified in Section 4.01(a), to the extent they are fully reimbursed for any
Collateral Support Deficit arising therefrom and then to the Holders of the
Class R Certificates. None of the Trustee, the Servicer or the Special Servicer
shall be responsible for any taxes imposed on the Lower-Tier REMIC or the
Upper-Tier REMIC except to the extent such taxes arise as a consequence of a
breach (which breach constitutes negligence or willful misconduct) of their
respective obligations under this Agreement.

            (h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each of the Lower-Tier REMIC and the
Upper-Tier REMIC on a calendar year and on an accrual basis sufficient to
prepare the Tax Returns of the Lower-Tier REMIC and the Upper-Tier REMIC and to
perform the tax information reporting or as otherwise may be required by the
REMIC Provisions. In order to enable the Trustee to perform its duties as set
forth herein, the Depositor shall cause the Underwriters to provide the Trustee
within 10 days after the Closing Date, all information or data that the Trustee
reasonably determines to be relevant for tax purposes on the valuations and
offering prices of the Certificates, including, without limitation, the yield,
prepayment assumption, issue prices and projected cash flows of the Certificates
and the projected cash flows of the Mortgage Loans. Thereafter, the Underwriters
shall provide the Trustee, promptly upon request therefor, any such additional
information or data that the Trustee may, from time to time, reasonably request
in order to enable the Trustee to perform its duties as set forth herein. The
Trustee is hereby directed to use any and all such information or data provided
by the Underwriters or such Persons in the preparation of all federal and state
income or franchise tax and information returns and reports for each of the
Lower-Tier REMIC and the Upper-Tier REMIC and to Certificateholders as required
herein. The Trustee agrees that all such information or data so obtained by it
is to be regarded as confidential information and agrees that it shall use its
best reasonable efforts to retain in confidence, and shall ensure that its
officers, employees and representatives retain in confidence, and shall not
disclose, without the prior written consent of the Depositor and the
Underwriters, any or all of such information or data, or make any use whatsoever
(other than for the purposes contemplated by this Agreement) of any such
information or data without the prior written consent of the Depositor and the
Underwriters, unless such information is generally available to the public
(other than as a result of a breach of this Section 10.01(h)) or is required by
law or applicable regulations to be disclosed or is disclosed to Independent
auditors, accountants and counsel of the Trustee and its parent company.

            (i) Following the Closing Date, none of the Trustee, the Servicer or
the Special Servicer shall accept any contributions of assets to the Lower-Tier
REMIC or the Upper-Tier REMIC unless the Trustee shall have received an Opinion
of Counsel (at the expense of the party seeking to make such contribution) to
the effect that the inclusion of such assets in the Lower-Tier REMIC or the
Upper-Tier REMIC will not (i) cause any of the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC at any time that the
Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii)
subject any of the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

            (j) None of the Trustee, the Servicer or the Special Servicer shall
enter into any arrangement by which any of the Trust Fund, the Lower-Tier REMIC
or the Upper-Tier REMIC will receive a fee or other compensation for services
nor permit the Lower-Tier REMIC or the Upper-Tier REMIC to receive any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or "permitted investments" as defined in Section 860G(a)(5) of the
Code.

            (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Balance or Notional Amount of each Class of Regular Certificates and
the Lower-Tier Principal Amount of each Class of Uncertificated Lower-Tier
Interests would be reduced to zero is the Rated Final Distribution Date.

            (l) None of the Trustee, the Servicer or the Special Servicer, as
applicable, shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii)
the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund
pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans
pursuant to Article II or III of this Agreement) or acquire any assets for the
Trust Fund or the Lower-Tier REMIC or the Upper-Tier REMIC or sell or dispose of
any investments in the Certificate Account or the REO Account for gain unless it
has received an Opinion of Counsel that such sale, disposition or substitution
will not (a) affect adversely the status of the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or (b) unless the Servicer or the Special Servicer,
as applicable, has determined in its sole discretion to indemnify the Trust Fund
against such tax, cause the Lower-Tier REMIC or the Upper-Tier REMIC to be
subject to a tax on "prohibited transactions" pursuant to the REMIC Provisions.

            Section 10.02 Depositor, Servicer and Special Servicer to Cooperate
with Trustee.

            (a) The Depositor shall provide or cause to be provided to the
Trustee, within 10 days after the Closing Date, all information or data that the
Trustee reasonably determines to be relevant for tax purposes as to the
valuations and issue prices of the Certificates, including, without limitation,
the price, yield, Prepayment Assumption and projected cash flow of the
Certificates.

            (b) The Servicer and the Special Servicer shall each furnish such
reports, certifications and information, and upon reasonable notice and during
normal business hours, access to such books and records maintained thereby, as
may relate to the Certificates or the Trust Fund and as shall be reasonably
requested by the Rating Agencies and Trustee in order to enable it to perform
its duties hereunder.

            Section 10.03 Use of Agents.

            The Trustee shall execute all of its obligations and duties under
this Article X through its Corporate Trust Office. The Trustee may execute any
of its obligations and duties under this Article X either directly or by or
through agents or attorneys. The Trustee shall not be relieved of any of its
duties or obligations under this Article X by virtue of the appointment of any
such agents or attorneys.

                               [End of Article X]

<PAGE>


                                   ARTICLE XI

             EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

            Section 11.01 Intent of the Parties; Reasonableness.

            Except with respect to Section 11.08, Section 11.11, Section 11.13,
Section 11.14, Section 11.15, Section 11.16 and Section 11.17 the parties hereto
acknowledge and agree that the purpose of Article XI of this Agreement is to
facilitate compliance by the Depositor with the provisions of Regulation AB and
related rules and regulations of the Commission. Neither the Depositor nor the
Trustee shall exercise their rights to request delivery of information or other
performance under these provisions other than reasonably and in good faith, or
for purposes other than compliance with the Securities Act, the Exchange Act,
the Sarbanes-Oxley Act and, in each case, the rules and regulations of the
Commission thereunder. The parties hereto acknowledge that interpretations of
the requirements of Regulation AB may change over time due to interpretive
guidance provided by the Commission or its staff, and agree to comply with
reasonable requests made by the Depositor or the Trustee in good faith for
delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with the Subject Securitization
Transaction, subject to the preceding sentence, the Servicer, the Special
Servicer and the Trustee shall cooperate fully with the Depositor and the
Trustee, as applicable, to deliver or make available to the Depositor or the
Trustee, as applicable (including any of their assignees or designees), any and
all information in its possession and necessary in the reasonable good faith
determination of the Depositor or the Trustee, as applicable, to permit the
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Servicer, the Special Servicer and the Trustee, as
applicable, and any Servicing Function Participant, or the Servicing of the
Mortgage Loans, reasonably believed by the Depositor or the Trustee, as
applicable, in good faith to be necessary in order to effect such compliance.
Each party to this Agreement shall have a reasonable period of time to comply
with any written request made under this Section 11.01, but in any event, shall,
upon reasonable advance written request, provide information in sufficient time
to allow the Depositor or the Trustee, as applicable, to satisfy any related
filing requirements.

            Section 11.02 [Reserved]

            Section 11.03 Information to be Provided by the Servicer and the
Special Servicer.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act (in addition to any requirements contained in Section 11.09),
in connection with the succession to the Servicer, the Special Servicer, any
Additional Servicer or any Servicing Function Participant (if such Servicing
Function Participant is a Servicer as contemplated by Item 1108(a)(2) of
Regulation AB) as a servicer or Sub-Servicer under this Agreement by any Person
(i) into which the Servicer, the Special Servicer, any Additional Servicer or
any Servicing Function Participant, as the case may be, may be merged or
consolidated, (ii) which may be appointed as a sub-servicer (other than the
appointment of a Loan Seller Sub-Servicer) by the Servicer or Special Servicer
or (iii) which may be appointed as a successor Servicer or Special Servicer
pursuant to Section 7.02, the Servicer, the Special Servicer or any Additional
Servicer or Servicing Function Participant (with respect to the foregoing
clauses (i) and (ii)) or the successor Servicer or the successor Special
Servicer (with respect to the foregoing clause (iii)), as the case may be, shall
provide to the Depositor, at least 5 calendar days prior to the effective date
of such succession or appointment, as long as such disclosure prior to such
effective date would not be violative of any applicable law or confidentiality
agreement, otherwise immediately following such effective date, but in no event
later than the time required pursuant to Section 11.09, (x) written notice to
the Trustee and the Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Trustee and the
Depositor, all information reasonably requested by the Depositor so that it may
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
any class of Certificates.

            Section 11.04 Information to be Provided by the Trustee.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act (in addition to any requirements contained in Section 11.06),
in connection with the succession to the Trustee as Trustee or co-Trustee under
this Agreement by any Person (i) into which the Trustee may be merged or
consolidated, (ii) which may be appointed as a co-Trustee or separate Trustee
pursuant to Section 8.10, or (iii) that is appointed as a successor Trustee
pursuant to Section 8.08, the Trustee (with respect to the foregoing clauses (i)
and (ii)) or the successor Trustee (with respect to the foregoing clause (iii))
shall provide to the Depositor, at least 5 calendar days prior to the effective
date of such succession or appointment, as long as such disclosure prior to such
effective date would not be violative of any applicable law or confidentiality
agreement, otherwise immediately following such effective date, but in no event
later than the time required pursuant to Section 11.09, (x) written notice to
the Trustee and the Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Depositor, all
information reasonably requested by the Depositor so that it may comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to any Class of
Certificates.

            Section 11.05 Filing Obligations.

            The Servicer, the Special Servicer, the Trustee and each Additional
Servicer shall, and the Servicer, the Special Servicer and the Trustee as
applicable, shall use commercially reasonable efforts to cause each Servicing
Function Participant (other than (x) any party to this Agreement or (y) a Loan
Seller Sub-Servicer) with which it has entered into a servicing relationship
with respect to the Mortgage Loans to, reasonably cooperate with the Depositor
in connection with the satisfaction of the Trust's reporting requirements under
the Exchange Act.

            Section 11.06 Form 10-D Filings.

            Within 15 calendar days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Trustee shall prepare and file
on behalf of the Trust the Form 10-D required by the Exchange Act, in form and
substance as required by the Exchange Act and the rules and regulations of the
Commission thereunder, in form and substance as required by the Exchange Act and
such rules and regulations. The Trustee shall file each Form 10-D with a copy of
the related Statement to Certificateholders report attached thereto. A duly
authorized representative of the Depositor shall sign the Forms 10-D filed on
behalf of the Trust. Any disclosure in addition to the Statement to
Certificateholders that is required to be included on Form 10-D ("Additional
Form 10-D Disclosure") shall, pursuant to the following paragraph, be reported
by the parties set forth on Schedule 7 and directed to the Depositor and Trustee
for approval by the Depositor. The Trustee shall have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D
Disclosure, absent such reporting, direction and approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, as set forth on Schedule 7 hereto, within 5 calendar days
after the related Distribution Date, (i) each Person identified on Schedule 7
shall be required to provide to the Trustee and the Depositor, in
EDGAR-compatible format (to the extent available to such party in such format)
or in such other format as otherwise agreed upon by the Trustee and the
Depositor and such party, to the extent a Servicing Officer or Responsible
Officer, as the case may be, thereof has actual knowledge (other than with
respect to disclosure required pursuant to Item 1117 or Item 1119 of Regulation
AB as to such party which shall be reported if actually known by any Servicing
Officer or Responsible Officer, as the case may be, or any lawyer in the
in-house legal department of such party), any Additional Form 10-D Disclosure,
if applicable, described on Schedule 7, if applicable and (ii) include with such
Additional Form 10-D Disclosure, an Additional Disclosure Notification in the
form attached hereto as Schedule 11. Within 5 calendar days after the related
Distribution Date, the Trustee shall provide to the Depositor, and will
thereafter include in the applicable Form 10-D, any information related to the
Trustee or its duties required to be included in a Form 10-D. The Trustee shall
(i) forward any Additional Form 10-D Disclosure received by it or prepared by it
(with respect to Additional Form 10-D Disclosure relating to the Trustee) to the
Depositor at least 5 calendar days after the related Distribution Date, which
delivery will also include notice to the Depositor of any breaches of pool asset
representations and warranties or transaction covenants of which it has notice,
which the Trustee shall include in the draft Form 10-D provided to the Depositor
in the following paragraph and (ii) at any time prior to filing the related Form
10-D, provide prompt notice to the Depositor to the extent that the Trustee is
notified of an event reportable on Form 10-D for which it has not received the
necessary Additional Form 10-D Disclosure from the applicable party. The
Depositor shall, at least 4 Business Days prior to the date the related Form
10-D is required to be filed, subject to timely receipt of such disclosure, (i)
direct the Trustee either to include the Additional Form 10-D Disclosure, not
include such disclosure or provide comments to such disclosure and (ii) indicate
to the Trustee who will be signing the Form 10-D. The Depositor will be
responsible for any reasonable fees assessed and any expenses incurred by the
Trustee in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.

            After preparing the Form 10-D, on or prior to the 8th calendar day
after the related Distribution Date (or promptly upon receipt of any Additional
Form 10-D Disclosure from the applicable parties, but in any event within a
reasonable time which would enable the Trust to comply with the filing
requirements of such Form 10-D), the Trustee shall forward electronically a
draft copy of the Form 10-D to the Depositor for review. No later than two
Business Days prior to the 15th calendar day after the related Distribution
Date, a duly authorized representative of the Depositor (or, if so directed by
the Depositor, the Trustee pursuant to a power of attorney provided to the
Trustee by the Depositor pursuant to Section 11.16(d) and meeting the
requirements of the Exchange Act) shall sign the Form 10-D and return an
electronic or fax copy of such signed Form 10-D (with an original executed hard
copy to follow by overnight mail) to the Trustee. The Trustee shall file such
Form 10-D, upon signature thereof as provided in Section 11.16, not later than
5:30 pm (New York City time) on the 15th calendar day after the related
Distribution Date. If a Form 10-D cannot be filed on time or if a previously
filed Form 10-D needs to be amended, the Trustee will follow the procedures set
forth in Section 11.10(b). Promptly, but no later than one (1) Business Day
after filing with the Commission, the Trustee shall, pursuant to Section 4.02,
make available on its internet website a final executed copy of each Form 10-D.
The parties to this Agreement acknowledge that the performance by the Trustee of
its duties under this Section 11.06 related to the timely preparation and filing
of Form 10-D is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.06. The Trustee shall
have no liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution or file such
Form 10-D where such failure results from the Trustee's inability or failure to
receive on a timely basis any information from any other party hereto needed to
prepare, arrange for execution or file such Form 10-D, not resulting from its
own negligence, bad faith or willful misconduct.

            Section 11.07 Form 10-K Filings.

            (a) Within 90 days after the end of each fiscal year of the Trust,
or such earlier date as may be required by the Exchange Act (the "10-K Filing
Deadline") (it being understood that the fiscal year for the Trust ends on
December 31st of each year), commencing in March 2007, the Trustee shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required
by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Trustee by March 15,

                  (i) an annual compliance statement for each applicable
            Certifying Servicer pursuant to Item 1123 of Regulation AB, as
            described under Section 11.11,

                  (ii) (A) the annual reports on assessment of compliance with
            Servicing Criteria for each Reporting Servicer pursuant to Item 1122
            of Regulation AB, as described under Section 11.12, and (B) if any
            Reporting Servicer's report on assessment of compliance with
            Servicing Criteria described under Section 11.12 identifies any
            material instance of noncompliance, disclosure identifying such
            instance of noncompliance, or if any Reporting Servicer's report on
            assessment of compliance with Servicing Criteria described under
            Section 11.12 is not included as an exhibit to such Form 10-K,
            disclosure that such report is not included and an explanation as to
            why such report is not included,

                  (iii) (A) the registered public accounting firm attestation
            report for each Reporting Servicer pursuant to Item 1122 of
            Regulation AB, as described under Section 11.13, and (B) if any
            registered public accounting firm attestation report described under
            Section 11.13 identifies any material instance of noncompliance,
            disclosure identifying such instance of noncompliance, or if any
            such registered public accounting firm attestation report is not
            included as an exhibit to such Form 10-K, disclosure that such
            report is not included and an explanation as to why such report is
            not included, and

                  (iv) a Sarbanes-Oxley Certification as described in Section
            11.08.

            Any disclosure or information in addition to (i) through (iv) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall be determined and prepared pursuant to the following paragraph and be
reported by the parties set forth on Schedule 8 hereto to the Depositor and the
Trustee and approved by the Depositor, and the Trustee will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be
reported by it as set forth on Schedule 9) absent such reporting and approval.

            (b) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, no later than March 1st (with a grace period
through March 15th), commencing in March 2007 (i) the parties listed on Schedule
8 hereto shall be required to provide to the Trustee and the Depositor, to the
extent a Servicing Officer or Responsible Officer, as the case may be, thereof
has actual knowledge (other than with respect to disclosure required pursuant to
Item 1117 or Item 1119 of Regulation AB as to such party which shall be reported
if actually known by any Servicing Officer or Responsible Officer, as the case
may be, or any lawyer in the in-house legal department of such party), in
EDGAR-compatible format (to the extent available to such party in such format),
or in such other form as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of the Additional Form 10-K Disclosure
described on Schedule 8 applicable to such party, (ii) include with such
Additional Form 10-K Disclosure, an Additional Disclosure Notification in the
form attached hereto as Schedule 11 and (iii) the Trustee shall, at any time
prior to filing the related Form 10-K, provide prompt notice to the Depositor to
the extent that the Trustee is notified of an event reportable on Form 10-K for
which it has not received the necessary Additional Form 10-K Disclosure from the
applicable party. No later than March 15th, the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K; provided that if the Trustee does
not receive a response from the Depositor by such time the Depositor will be
deemed to have consented to the inclusion of such Additional Form 10-K
Disclosure, in such form and substance as was provided to the Trustee. The
Depositor will be responsible for any reasonable fees assessed and any expenses
incurred by the Trustee in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.

            (c) After preparing the Form 10-K, on or prior to the March 20th of
each year, the Trustee shall (i) forward electronically a draft copy of the Form
10-K to the Depositor for review and approval and (ii) if not already given,
forward any LNR 10-K Notice required by Section 11.16(e). To the extent received
by the Trustee, such draft shall contain items (i) through (iv) of Section
11.07(a) above. No later than March 25th, a senior officer in charge of
securitization of the Depositor shall sign the Form 10-K and return an
electronic or fax copy of such signed Form 10-K (with an original executed hard
copy to follow by overnight mail) to the Trustee. The Trustee shall file such
Form 10-K, upon signature thereof as provided in Section 11.16, not later than
5:30 pm (New York City time) on the 10-K Filing Deadline. If a Form 10-K cannot
be filed on time or if a previously filed Form 10-K needs to be amended, the
Trustee will follow the procedures set forth in Section 11.10(b). Promptly (but
no later than one Business Day) after filing with the Commission, the Trustee
shall, pursuant to Section 4.02, make available on its internet website a final
executed copy of each Form 10-K. The parties to this Agreement acknowledge that
the performance by the Trustee of its duties under this Section 11.07 related to
the timely preparation and filing of Form 10-K is contingent upon such parties
(and any Additional Servicer or Servicing Function Participant) observing all
applicable deadlines in the performance of their duties under this Section
11.07. The Trustee shall have no liability for any loss, expense, damage or
claim arising out of or with respect to any failure to properly prepare or
timely file such Form 10-K resulting from the Trustee's inability or failure to
obtain or receive any information needed to prepare, arrange for execution or
file such Form 10-K on a timely basis, not resulting from its own negligence,
bad faith or willful misconduct.

            Section 11.08 Sarbanes-Oxley Certification.

            Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification"), as set forth in Exhibit U-1 attached hereto, required to be
included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting Servicer,
the Servicer, the Special Servicer and the Trustee shall use commercially
reasonable efforts to cause each Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Mortgage Loans
(other than (x) any party to this Agreement or (y) any Loan Seller Sub-Servicer)
to, provide to the Person who signs the Sarbanes-Oxley Certification (the
"Certifying Person"), by March 1st (with a grace period through March 15th) of
each year (and the Trustee, with respect to the Trustee, shall provide a back-up
Sarbanes-Oxley Certification by March 15th of each year) in which the Trust is
subject to the reporting requirements of the Exchange Act, a certification
(each, a "Performance Certification"), in the forms attached hereto as Exhibits
U-2, U-3, U-4 and U-5, upon which the Certifying Person, the entity for which
the Certifying Person acts as an officer, and such entity's officers, directors
and Affiliates (collectively with the Certifying Person, "Certification Parties"
and each, a "Certification Party") can reasonably rely. The senior officer in
charge of securitization of the Depositor shall serve as the Certifying Person
on behalf of the Trust. If any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any other applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting
Servicer shall provide a Performance Certification to the Certifying Person
pursuant to this Section 11.08 with respect to the period of time it was subject
to this Agreement or any other applicable sub-servicing or primary servicing
agreement, as the case may be.

            Each Performance Certification shall include a reasonable reliance
provision enabling the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 11.11, (ii) annual report on
assessment of compliance with Servicing Criteria provided pursuant to Section
11.12 and (iii) registered public accounting firm attestation report provided
pursuant to Section 11.13.

            If any Serviced B Note or Serviced Pari Passu Loan is deposited into
a commercial mortgage securitization that is subject to the Exchange Act
reporting requirements, each Reporting Servicer that services such Serviced B
Note or Serviced Pari Passu Loan shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to an Other Securitization a
certification materially the same in form and substance to the Performance
Certification (which shall address the matters contained in the Performance
Certification, but solely with respect to the related Serviced B Note or
Serviced Pari Passu Loan), upon which such certifying person, the entity for
which the certifying person acts as an officer, and such entity's officers,
directors and Affiliates can reasonably rely. With respect to any Non-Serviced
Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling Agreement, the
Reporting Servicer will use commercially reasonable efforts to procure a
Sarbanes-Oxley back-up certification from the Non-Serviced Mortgage Loan
Servicer, Non-Serviced Mortgage Loan Special Servicer and the Non-Serviced
Mortgage Loan Trustee in form and substance similar to a Performance
Certification.

            Section 11.09 Form 8-K Filings.

            Within four (4) Business Days after the occurrence of an event
requiring disclosure under Form 8-K (each such event, a "Reportable Event"), the
Trustee shall prepare and file on behalf of the Trust any Form 8-K as required
by the Exchange Act and the rules and regulations of the Commission thereunder,
provided that the Depositor shall file the initial Form 8-K in connection with
the issuance of the Certificates. Any disclosure or information related to a
Reportable Event or that is otherwise required to be included on Form 8-K ("Form
8-K Disclosure Information") shall, pursuant to the paragraph immediately below,
be reported by the parties set forth on Schedule 9 hereto to which such
Reportable Event relates and such Form 8-K Disclosure Information shall be
delivered to the Depositor and the Trustee and approved by the Depositor. The
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Form 8-K Disclosure Information (other than such Form 8-K Disclosure
Information which is to be reported by it as set forth on Schedule 9) absent
such reporting and approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, the parties listed on Schedule 9 hereto shall, to the extent a
Servicing Officer or Responsible Officer, as the case may be, thereof has actual
knowledge (other than with respect to disclosure required pursuant to Item 1117
or Item 1119 of Regulation AB as to such party which shall be reported if
actually known by any Servicing Officer or Responsible Officer, as the case may
be, or any lawyer in the in-house legal department of such party), use their
reasonable efforts to provide to the Depositor and the Trustee within 1 Business
Day after the occurrence of the Reportable Event, but shall provide in no event
later than noon (New York City time) on the 2nd Business Day after the
occurrence of the Reportable Event, the form and substance of the Form 8-K
Disclosure Information described on Schedule 9 as applicable to such party, in
EDGAR-compatible format (to the extent available to such party in such format),
or in such other format as otherwise agreed upon by the Trustee and the
Depositor and such party and accompanied by an Additional Disclosure
Notification in the form attached hereto as Schedule 11. No later than close of
business on the third Business Day after the Reportable Event, the Depositor
shall provide comments and, if it determines that such Form 8-K is required to
be filed, direct the Trustee to file such Form 8-K, and upon signature thereof
as provided below, the Trustee shall file such Form 8-K not later than the
required filing date. The Depositor will be responsible for any reasonable fees
assessed and any expenses incurred by the Trustee in connection with including
any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.

            No later than close of business one Business Day (New York City
time) prior to the 8-K filing deadline, a duly authorized representative of the
Depositor (or, if so directed by the Depositor, the Trustee pursuant to a power
of attorney provided to the Trustee by the Depositor pursuant to Section
11.16(d) and meeting the requirements of the Exchange Act) shall sign the Form
8-K and return an electronic or fax copy of such signed Form 8-K (with an
original executed hard copy to follow by overnight mail) to the Trustee. The
Trustee shall file such Form 8-K, upon signature thereof as provided in Section
10.16, not later than (i) 5:30 pm (New York City time) on the 4th Business Day
following the reportable event or (ii) such other time as the Depositor and the
Trustee mutually agree is permitted by the Commission for the filing such Form
8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Trustee will follow the procedures set forth in Section
11.10(b). Promptly, but in no event later than one (1) Business Day after filing
with the Commission, the Trustee will, pursuant to Section 4.02, make available
on its internet website a final executed copy of each Form 8-K. The parties to
this Agreement acknowledge that the performance by the Trustee of its duties
under this Section 11.09 related to the timely preparation and filing of Form
8-K is contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 11.09. The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any other party hereto needed
to prepare, arrange for execution or timely file such Form 8-K, not resulting
from its own negligence, bad faith or willful misconduct.

            Section 11.10 Form 15 Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports.

            (a) On or before January 30 of the first year in which the Trustee
is able to do so under applicable law, the Trustee shall prepare and file a Form
15 Suspension Notification relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act. With respect to any reporting
period occurring after the filing of Form 15, the obligations of the parties to
this Agreement under Sections 11.01, 11.03, 11.06, 11.07, 11.08 and 11.09 shall
be suspended for so long as the Trust is not subject to the reporting
requirements of the Exchange Act.

            (b) The Trustee shall promptly notify (which notice, notwithstanding
the provisions of Section 12.05, may be sent by facsimile, telephone or by email
and which shall include the identity of those Reporting Servicers who did not
deliver such information) the Depositor and each Reporting Servicer that failed
to deliver such information, if all, or any portion of, any required disclosure
information to be included in any Form 8-K, Form 10-D or Form 10-K required to
be filed pursuant to this Agreement is not delivered to it within the delivery
deadlines set forth in this Agreement (including annual compliance statements
pursuant to Section 11.11, annual reports on assessment of compliance with
servicing criteria pursuant to Section 11.12 and attestation reports pursuant to
Section 11.13) (exclusive of any grace or cure periods), but only to the extent
the Trustee has actual knowledge that the Servicer or Special Servicer required
to provide such disclosure information has not done so. Such notice does not
affect the tolling of any grace or cure period with respect to the deadline of
any obligation of any party contained in this Article XI. If the Trustee is
unable to timely file with the Commission all or any required portion of any
Form 8-K, Form 10-D or Form 10-K required to be filed by this Agreement because
required disclosure information was either not delivered to it or delivered to
it after the delivery deadlines set forth in this Agreement or for any other
reason, the Trustee shall promptly notify the Depositor (which notice shall
include the identity of those Reporting Servicers who either did not deliver
such information or delivered such information to it after the delivery
deadlines set forth in this Agreement). In the case of Form 10-D and Form 10-K,
each such Reporting Servicer shall cooperate with the Depositor and the Trustee
to prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form
8-K, the Trustee shall, upon receipt of all Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such disclosure
information on the next Form 10-D that is required to be filed for the Trust. In
the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be
amended, the Trustee shall notify the Depositor and any other necessary parties,
and the parties hereto shall cooperate to prepare any necessary Form 8-K/A, Form
10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Forms 8-K,
10-D or 10-K shall be signed by a senior officer of the Depositor in charge of
securitization. The parties hereto acknowledge that the performance by the
Trustee of its duties under this Section 11.10 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or
Form 10-K is contingent upon such parties performing their duties under this
Section. The Trustee shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file any such Form 15, Form 12b-25 or any amendments
to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee's
inability or failure to receive, on a timely basis, any information from any
other party hereto needed to prepare, arrange for execution or timely file such
Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting
from its own negligence, bad faith or willful misconduct.

            Section 11.11 Annual Compliance Statements.

            The Servicer, the Special Servicer, the Trustee and each Servicing
Function Participant (if such Servicing Function Participant is a servicer
contemplated by Item 1108(a)(2)(i) through (iii) of Regulation AB) (each a
"Certifying Servicer") shall, and the Servicer, the Special Servicer and the
Trustee shall use commercially reasonable efforts to cause each Additional
Servicer and each Servicing Function Participant (if such Servicing Function
Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of
Regulation AB) (other than (x) any party to this Agreement or (y) a Loan Seller
Sub-Servicer) with which it has entered into a servicing relationship with
respect to the Mortgage Loans, to, deliver to the Depositor and the Trustee on
or before March 1 (subject to a grace period through March 15th) (or, as to each
year after the Trust ceases to be subject to the reporting requirements of the
Exchange Act, April 15th), with respect to the Servicer, the Special Servicer,
the Trustee, or any Additional Servicer of each year, commencing in March 2007,
an Officer's Certificate stating, as to the signer thereof, that (A) a review of
such Certifying Servicer's activities during the preceding calendar year or
portion thereof and of such Certifying Servicer's performance under this
Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such
officer's supervision and (B) that to the best of such officer's knowledge,
based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable sub-servicing agreement or primary
servicing agreement in the case of an Additional Servicer, in all material
respects throughout such year or portion thereof, or, if there has been a
failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof. Promptly
after receipt of each such Officer's Certificate, the Depositor shall have the
right to review such Officer's Certificate and, if applicable, consult with each
Certifying Servicer, as applicable, as to the nature of any failures by such
Certifying Servicer, in the fulfillment of any of the Certifying Servicer's
obligations hereunder or under the applicable sub-servicing or primary servicing
agreement.

            If any Serviced B Note or Serviced Pari Passu Loan is deposited into
an Other Securitization which is subject to the reporting requirements of the
Exchange Act, each Certifying Servicer shall provide, if requested by a party to
the Other Pooling and Servicing Agreement, an Officer's Certificate as described
in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a
Non-Serviced Mortgage Loan Pooling Agreement, the Servicer will use commercially
reasonable efforts to procure an Officer's Certificate as described in this
Section from the Non-Serviced Mortgage Loan Servicer, Non-Serviced Mortgage Loan
Special Servicer and the Non-Serviced Mortgage Loan Trustee in form and
substance similar to the Officer's Certificate described in this Section.

            Section 11.12 Annual Reports on Assessment of Compliance with
Servicing Criteria.

            By March 1st of each year (subject to a grace period through March
15th) in which the Trust is required to file a Form 10-K for the previous fiscal
year, commencing in March 2007, or by April 15th of each year in which the Trust
is not required to file a Form 10-K for the previous fiscal year, the Servicer,
the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of any Mortgage Loan), the Trustee and each Servicing Function
Participant (other than (x) any party to this Agreement or (y) a Loan Seller
Sub-Servicer), each at its own expense, shall furnish, and each of the preceding
parties, as applicable, shall use commercially reasonable efforts to cause each
Servicing Function Participant (other than (x) any party to this Agreement or
(y) a Loan Seller Sub-Servicer) with which it has entered into a servicing
relationship with respect to the Mortgage Loans to furnish, each at its own
expense, to the Trustee and the Depositor, a report on an assessment of
compliance with the Relevant Servicing Criteria taken as a whole involving such
party that contains (A) a statement by such Reporting Servicer of its
responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that such Reporting Servicer used the Servicing Criteria to
assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer's assessment of compliance with the Relevant Servicing Criteria as of
and for the period ending the end of the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 11.07, including, if there has been any
material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, and (D) a
statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer's assessment of compliance with the Relevant
Servicing Criteria as of and for such period.

            No later than the end of each fiscal year for the Trust for which a
Form 10-K is required to be filed, the Servicer, the Special Servicer and
Trustee shall each forward to the Trustee and the Depositor the name and address
of each Servicing Function Participant engaged by it during such year or portion
thereof and what Relevant Servicing Criteria will be addressed in the report on
assessment of compliance prepared by such Servicing Function Participant. When
the Servicer, the Special Servicer, the Trustee and each Servicing Function
Participant submit their respective assessments by March 1st (with a grace
period through March 15th) to the Trustee, each such party (who, as applicable,
shall use commercially reasonable efforts to cause each Servicing Function
Participant) shall also at such time include the assessment (and attestation
required pursuant to Section 11.13) of each Servicing Function Participant
engaged by it in its submission to the Trustee.

            Promptly after receipt of each such report on assessment of
compliance, (i) the Depositor shall have the right to review each such report
and, if applicable, consult with the Reporting Servicer as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria by the
Reporting Servicer, and (ii) the Trustee shall confirm that the assessments
address the Relevant Servicing Criteria for each party as set forth on Schedule
10 and notify the Depositor of any exceptions. None of the Servicer, the Special
Servicer, the Trustee or any Servicing Function Participant shall be required to
deliver, or to endeavor to cause the delivery of, any such reports until April
15 in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed in respect of the Trust
for the preceding calendar year.

            If any Serviced B Note or Serviced Pari Passu Loan is deposited into
an Other Securitization that is subject to the reporting requirements of the
Exchange Act, each of the Servicer, the Special Servicer (regardless of whether
the Special Servicer has commenced special servicing of any Mortgage Loan) and
the Trustee, each at its own expense, shall furnish, and each of the preceding
parties, as applicable, shall use commercially reasonable efforts to cause each
Servicing Function Participant (other than (x) any party to this Agreement or
(y) a Loan Seller Sub-Servicer) with which it has entered into a servicing
relationship with respect to the Mortgage Loans to furnish, each at its own
expense, if requested by a party to the Other Pooling and Servicing Agreement,
an annual report on assessment of compliance as described in this Section and an
attestation as described in Section 11.13. With respect to any Non-Serviced
Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling Agreement, the
Servicer will use commercially reasonable efforts to procure an annual report on
assessment of compliance as described in this Section and an attestation as
described in Section 11.13 from the Non-Serviced Mortgage Loan Servicer,
Non-Serviced Mortgage Loan Special Servicer and the Non-Serviced Mortgage Loan
Trustee in form and substance similar to the annual report on assessment of
compliance described in this Section and the attestation described in Section
11.13.

            Section 11.13 Annual Independent Public Accountants' Attestation.

            By March 1st (subject to a grace period through March 15th), of each
year, commencing in March 2007, the Servicer, the Special Servicer and the
Trustee, each at its own expense, shall use commercially reasonable efforts to
cause, and each of the preceding parties, as applicable, shall use commercially
reasonable efforts to cause each Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Mortgage Loans
(other than (x) any party to this Agreement or (y) a Loan Seller Sub-Servicer)
to cause, each at its own expense, a registered public accounting firm (which
may also render other services to the Servicer, the Special Servicer, the
Trustee or any Servicing Function Participant, as the case may be) and that is a
member of the American Institute of Certified Public Accountants to furnish a
report to the Trustee and the Depositor, to the effect that (i) it has obtained
a representation regarding certain matters from the management of such Reporting
Servicer, which includes an assessment from such Reporting Servicer of its
compliance with the Relevant Servicing Criteria, and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is expressing an opinion as to
whether such Reporting Servicer's compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such Reporting Servicer's assessment of compliance
with the Relevant Servicing Criteria. If an overall opinion cannot be expressed,
such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Such report must be available for general use
and not contain restricted use language.

            Promptly after receipt of such report from the Servicer, the Special
Servicer, the Trustee or any Servicing Function Participant with which it has
entered into a servicing relationship with respect to the Mortgage Loans (other
than (x) any party to this Agreement or (y) a Loan Seller Sub-Servicer), (i) the
Depositor shall have the right to review the report and, if applicable, consult
with the Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant as to the nature of any material instance of noncompliance by the
Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant with the Servicing Criteria applicable to such Person, with which it
has entered into a servicing relationship with respect to the Mortgage Loans
(other than any party to this Agreement), as the case may be, in the fulfillment
of any of the Servicer's, the Special Servicer's, the Trustee's or the
applicable Servicing Function Participant's obligations hereunder or under any
applicable sub-servicing or primary servicing agreement, and (ii) the Trustee
shall confirm that each assessment submitted pursuant to Section 11.12 is
coupled with an attestation meeting the requirements of this Section and notify
the Depositor of any exceptions. The Servicer, the Special Servicer, the Trustee
or any Servicing Function Participant shall not be required to deliver, or to
endeavor to cause the delivery of, such reports until April 15 in any given year
so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed in respect of the Trust for the preceding
fiscal year.

            Section 11.14 Exchange Act Reporting and Regulation AB Compliance
Indemnification.

            Each of the Servicer, the Special Servicer and the Trustee shall
indemnify and hold harmless each Certification Party (and any comparable party
in an Other Securitization), the Depositor, their respective directors and
officers, and each other person who controls any such entity within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
against any and all expenses, losses, claims, damages and other liabilities,
including without limitation the costs of investigation, legal defense and any
amounts paid in settlement of any claim or litigation arising out of the failure
to perform its obligations under this Article XI by the time required after
giving effect to any applicable grace period and cure period.

            The Servicer, the Special Servicer and the Trustee shall (a) use
commercially reasonable efforts to cause each Additional Servicer and Servicing
Function Participant (other than (x) any party to this Agreement or (y) a Loan
Seller Sub-Servicer) with which it has entered into a servicing relationship
with respect to the Mortgage Loans to indemnify and hold harmless each
Certification Party (and any comparable party in an Other Securitization) from
and against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments and other costs and expenses incurred by
such Certification Party arising out of a breach of its obligations to provide
any of the annual compliance statements or annual assessment of servicing
criteria or attestation reports pursuant to this Agreement, or the applicable
sub-servicing or primary servicing agreement, as applicable.

            If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then the Servicer, the
Special Servicer or the Trustee (the "Performing Party") shall use commercially
reasonable efforts to cause each Additional Servicer or other Servicing Function
Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans (other than (x) any party to this Agreement or (y) a Loan
Seller Sub-Servicer) to contribute to the amount paid or payable to the
Certification Party as a result of the losses, claims, damages or liabilities of
the Certification Party in such proportion as is appropriate to reflect the
relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party's
obligations to the Depositor or Trustee pursuant to this Article XI. The
Servicer, Special Servicer and the Trustee shall use commercially reasonable
efforts to cause each Additional Servicer or Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage
Loans (other than (x) any party to this Agreement or (y) a Loan Seller
Sub-Servicer) to the Mortgage Loans to agree to the foregoing indemnification
and contribution obligations.

            Section 11.15 Amendments.

            This Article XI may be amended with the written consent of all the
parties hereto pursuant to Section 12.01 for purposes of complying with
Regulation AB and/or to conform to standards developed within the commercial
mortgage backed securities market without, in each case, any Opinions of
Counsel, Officer's Certificates, Rating Agency confirmations or the consent of
any Certificateholder, notwithstanding anything to the contrary contained in
this Agreement; provided, that the reports and certificates required to be
prepared pursuant to Sections 11.11, 11.12 and 11.13 shall not be eliminated
without the receipt of a letter from each Rating Agency confirming that the
elimination of such reports and certificates will not result in a downgrade,
qualification or withdrawal of the then-current rating of the Certificates.

            Section 11.16 Exchange Act Report Signatures; Delivery of Notices;
Interpretation of Grace Periods.

            (a) Each Form 8-K report, Form 10-D report and Form 10-K report
shall be signed by the Depositor in accordance with this Agreement and any other
procedures to be agreed upon by the Depositor and the Trustee. The signing party
at the Depositor can be contacted at GE Commercial Mortgage Corporation, c/o
General Electric Capital Corporation, 125 Park Avenue, 10th Floor, New York, New
York 10017, Attention: Capital Markets/Daniel Vinson and the signing party at
the Trustee, if applicable, can be contacted at LaSalle Bank National
Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Global Securities and Trust Services--GECMC 2006-C1 SEC Processing
Group.

            (b) Notwithstanding anything in Section 12.05 to the contrary, any
notice required to be delivered to the Depositor under this Article XI shall be
properly given if sent by facsimile to (212) 716-8960, Attention: Daniel Vinson,
with a copy to (203) 357-6768, Attention: Pat DeLuca (or such other numbers as
the Depositor may instruct) or by email to dan.vinson@gecapital.com, with a copy
to pat.deluca@gecapital.com (or such other email addresses as the Depositor may
instruct).

            (c) For the avoidance of doubt:

                  (i) No Servicer or Special Servicer shall be subject to an
            Event of Default pursuant to the last clause of the definition of
            "Event of Default," nor shall any such party be deemed to not be in
            compliance under this Agreement for purposes of Section 11.14,
            during any grace period provided for in this Article XI, provided,
            that if any such party fails to comply with the delivery
            requirements of this Article XI by the expiration of any applicable
            grace period such failure shall constitute an Event of Default; and

                  (ii) No Servicer or Special Servicer shall be subject to an
            Event of Default pursuant to the last clause of the definition of
            "Event of Default," nor shall any such party be deemed to not be in
            compliance under this Agreement for purposes of Section 11.14, for
            failing to deliver any item required under this Article XI by the
            time required hereunder following the date that the Trustee files
            the Form 15 relating to the automatic suspension of reporting in
            respect of the Trust under the Exchange Act, unless such items will
            be included in any Exchange Act report that relates to any year in
            which the Trust was subject to the filing requirements of the
            Exchange Act.

            (d) Each Form 8-K report and Form 10-D report shall be signed by the
Depositor, or, if the Depositor so directs the Trustee to sign any Form 8-K or
Form 10-D pursuant to a power of attorney meeting the requirements of Item
601(b)(24) of Regulation S-K as set forth in this Article XI, the Depositor
shall provide its signature or power of attorney to the Trustee by electronic or
facsimile transmission (with hard copy to follow by overnight mail) no later
than the 12th calendar day following the related Distribution Date for Form 10-D
and not later than one Business Day prior to the required date of filing for
Form 8-K; provided, that in each case the Trustee shall not file the related
form until the Depositor has given approval thereof.

            (e) No later than the date the Trustee is required to deliver to the
Depositor the Form 10-K pursuant to the first sentence of the last paragraph of
Section 11.07, the Trustee shall, and the Depositor or counsel to the Depositor
may, deliver a notice to LNR (which notice may be given by fax to (305)
695-5601, telephone to (305) 695-5600 or by email to rwolpert@lnrproperty.com
notwithstanding the requirements of Section 12.05) listing any documents
required to be delivered to the Trustee by LNR pursuant to Sections 11.08,
11.11, 11.12 and 11.13 that the Trustee has not received (the "LNR 10-K
Notice"). Following the delivery of the LNR 10-K Notice, LNR shall have until
the expiration of the LNR Cure Period to deliver all of the items required by
Sections 11.08, 11.11, 11.12 and 11.13. For the avoidance of doubt, LNR shall
not be deemed to have failed to perform its obligations under such Sections for
purposes of Section 11.14 or be deemed to be in an Event of Default if LNR has
delivered all of the items required by Sections 11.08, 11.11, 11.12 and 11.13
prior to the expiration of the LNR Cure Period.

            Section 11.17 Termination of the Trustee.

            Notwithstanding anything to the contrary contained in this
Agreement, the Depositor may immediately terminate the Trustee if the Trustee
fails to comply with any of its obligations under this Article XI; provided that
(a) such termination shall not be effective until a successor trustee shall have
accepted the appointment, (b) the Trustee may not be terminated if it cannot
perform its obligations due to its failure to properly prepare, arrange for
execution or file on a timely basis any Form 8-K, Form 10-K or Form 10-D or any
amendments to such forms or any Form 12b-25 where such failure results from the
Trustee's inability or failure to receive, within the exact time frames set
forth in this Agreement any information, approval, direction or signature from
any other party hereto needed to prepare, arrange for execution or timely file
any such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any
Form 12b-25 not resulting from its own negligence, bad faith or willful
misconduct, (c) the Trustee may not be terminated if, following the Trustee's
failure to comply with any of such obligations under Sections 11.06, 11.07,
11.09, 11.11, 11.12 or 11.13 on or prior to the dates by which such obligations
by the time and in the manner contemplated by such Sections (and which failure
is not directly caused by the failure of any other party hereto to fulfill their
obligations by the time and in the manner contemplated by such Sections) are to
be performed pursuant to, and as set forth in, such Sections the Trustee
subsequently complies with such obligations before the Depositor gives written
notice to it that it is terminated in accordance with this Section 11.17 and (d)
the Trustee may not be terminated if the Trustee's failure (and which failure is
not directly caused by the failure of any other party hereto to fulfill their
obligations by the time and in the manner contemplated by Sections 11.06, 11.07
and 11.09) to comply does not cause it to fail in its obligations to timely file
the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related
deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor
shall cease to have the right to terminate the Trustee under this Section 11.17
on the date on which such Form 8-K, Form 10 D or Form 10-K is so filed.

                               [End of Article XI]

<PAGE>


                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

            Section 12.01 Amendment.

            (a) This Agreement may be amended from time to time by the parties
hereto, without the notice to or consent of any of the Certificateholders or
holders of any Pari Passu Loans or B Notes:

                  (i) to cure any ambiguity;

                  (ii) to cause the provisions herein to conform to or be
            consistent with or in furtherance of the statements made with
            respect to the Certificates, the Trust or this Agreement in the
            Private Placement Memorandum or the Prospectus or to correct or
            supplement any provision herein or therein which may be inconsistent
            with any other provision herein or therein or to correct any error;

                  (iii) to modify, eliminate or add to any of its provisions to
            such extent as shall be necessary to maintain the qualification (A)
            the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, (B) the
            Grantor Trust as a grantor trust (at all times that any Certificate
            is outstanding) or (C) any trust fund in which a Serviced Pari Passu
            Loan or a Serviced B Note is included as a REMIC (at all times that
            any related securities are outstanding) or to avoid or minimize the
            risk of the imposition of any tax on the Trust Fund, the Lower-Tier
            REMIC or the Upper-Tier REMIC pursuant to the Code that would be a
            claim against the Trust Fund, the Lower-Tier REMIC or the Upper-Tier
            REMIC, provided that the Trustee has received an Opinion of Counsel
            addressed to the parties to this Agreement (at the expense of the
            party requesting the amendment) to the effect that (a) such action
            is necessary or desirable to maintain such qualification or to avoid
            or minimize the risk of the imposition of any such tax and (b) such
            action will not adversely affect in any material respect the
            interests of any Certificateholder or any holder of a related
            Serviced Pari Passu Loan or Serviced B Note;

                  (iv) to change the timing and/or nature of deposits into the
            Certificate Account, any Serviced Whole Loan Custodial Account, the
            Distribution Account or REO Account or to change the name in which
            the Certificate Account or any Serviced Whole Loan Custodial Account
            is maintained, provided that (a) the P&I Advance Date shall in no
            event be later than the related Distribution Date, (b) such change
            shall not, as evidenced by an Opinion of Counsel addressed to the
            parties to this Agreement (at the expense of the party requesting
            the amendment), adversely affect in any material respect the
            interests of any Certificateholder or the holder of any Serviced
            Pari Passu Loan or Serviced B Note and (c) such change shall not
            result in the withdrawal, downgrade or qualification of the
            then-current rating assigned to any Class of Certificates or any
            class of Serviced Pari Passu Loan Securities as evidenced by a
            letter from each applicable Rating Agency and any other applicable
            rating agency to such effect;

                  (v) to modify, eliminate or add to the provisions of Section
            5.02(d) or any other provision hereof restricting transfer of the
            Residual Certificates by virtue of their being the REMIC "residual
            interests," provided that such change shall not, as evidenced by an
            Opinion of Counsel addressed to the parties to this Agreement, cause
            the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or any of
            the Certificateholders (other than the Transferor) to be subject to
            a federal tax caused by a Transfer to a Person that is a
            Disqualified Organization or a Non-U.S. Person;

                  (vi) to make any other provisions with respect to matters or
            questions arising under this Agreement which shall not be materially
            inconsistent with the provisions of this Agreement or any other
            change, provided that such action shall not adversely affect in any
            material respect the interests of any Certificateholder or any
            holder of a related Serviced Pari Passu Loan and Serviced B Note not
            consenting thereto as evidenced by an Opinion of Counsel or by
            written confirmation from the Rating Agencies to the effect that the
            change would not result in the downgrade, withdrawal or
            qualification of the then-current rating assigned to any Class of
            Certificates or any class of Serviced Pari Passu Loan Securities;
            and

                  (vii) to amend or supplement any provision hereof to the
            extent necessary to maintain the rating or ratings assigned to each
            Class of Certificates by each applicable Rating Agency and any other
            applicable rating agency, provided that such change shall not result
            in the downgrade, withdrawal or qualification of the then-current
            rating assigned to any Class of Certificates or any class of
            Serviced Pari Passu Loan Securities, as evidenced by a letter from
            each applicable Rating Agency and any other applicable rating agency
            to such effect.

            (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66(2)/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

                  (i) reduce in any manner the amount of, or delay the timing
            of, payments which are required to be distributed on any Certificate
            without the consent of the Holder of such Certificate, or which are
            required to be distributed to the holder of any Serviced Pari Passu
            Loan or Serviced B Note without the consent of such holder of any
            Serviced Pari Passu Loan or Serviced B Note; or

                  (ii) reduce the aforesaid percentage of Certificates of any
            Class the Holders of which are required to consent to any such
            amendment, in any such case without the consent of the Holders of
            all Certificates of such Class then outstanding; or

                  (iii) adversely affect the Voting Rights of any Class of
            Certificates without the consent of the Holders of all Certificates
            of such Class then outstanding or the voting rights of the holder of
            any Serviced Pari Passu Loan or Serviced B Note without the consent
            of such holder of any Serviced Pari Passu Loan or Serviced B Note;
            or

                  (iv) modify the definition of Servicing Standard without the
            consent of the Holders of all Certificates then outstanding and the
            consent of the holder of any related Serviced Pari Passu Loan or
            Serviced B Note; or

                  (v) amend this Section 12.01.

            (c) Notwithstanding the foregoing, the Trustee will not be entitled
to consent to any amendment hereto without having first received an Opinion of
Counsel (at the expense of the party requesting the amendment or at the Trust
Fund's expense if the Trustee is requesting the amendment on behalf of the
Certificateholders) to the effect that such amendment is permitted hereunder and
that such amendment or the exercise of any power granted to the Servicer, the
Depositor, the Special Servicer, the Trustee or any other specified person in
accordance with such amendment will not (A) result in the imposition of a tax on
the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust
or (B) cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust.

            (d) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of the amendment to the Depositor, each Certificateholder,
each holder of a Serviced Pari Passu Loan or Serviced B Note and each Rating
Agency.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 12.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 12.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Servicer or the Trustee requests any amendment of
this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 12.01(a) or (c) shall be payable out of the Certificate Account (or, to
the extent the Opinion of Counsel relates to the Mortgage Loan included in the
Serviced Whole Loans, out of the related Serviced Whole Loan Custodial Account).

            Section 12.02 Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the expense of the Depositor on direction by the
Special Servicer and with the consent of the Depositor (which may not be
unreasonably withheld), but only upon direction accompanied by an Opinion of
Counsel (the cost of which shall be paid by the Depositor) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            (c) The Trustee shall make any filings required under the laws of
the state of its place of business required solely by virtue of the fact of the
location of the Trustee's place of business, the costs of which, if any, to be
at the Trustee's expense.

            Section 12.03 Limitation on Rights of Certificateholders and the
Holder of any Serviced Pari Passu Loan or Serviced B Note.

            (a) The death or incapacity of any Certificateholder or holder of a
Serviced Pari Passu Loan or Serviced B Note shall not operate to terminate this
Agreement or the Trust Fund, nor entitle legal representatives or heirs of such
Certificateholder or holder of any Serviced Pari Passu Loan or Serviced B Note
to claim an accounting or to take any action or proceeding in any court for a
partition or winding up of the Trust Fund, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

            (b) No Certificateholder or holder of a Serviced Pari Passu Loan or
Serviced B Note shall have any right to vote (except as expressly provided for
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders and/or the holder of a Serviced Pari Passu
Loan or Serviced B Note from time to time as partners or members of an
association; nor shall any Certificateholder or any holder of a Serviced Pari
Passu Loan or Serviced B Note be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.

            (c) No Certificateholder or holder of a Serviced Pari Passu Loan or
Serviced B Note shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement or any Loan, unless, with respect to
any suit, action or proceeding upon or under or with respect to this Agreement,
such Holder or holder of a Serviced Pari Passu Loan or Serviced B Note
previously shall have given to the Trustee a written notice of default
hereunder, and of the continuance thereof, as herein before provided, and unless
also (except in the case of a default by the Trustee) the Holders of
Certificates of any Class evidencing not less than 25% of the related Percentage
Interests in such Class shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Holders of Certificates unless such Holders have offered
to the Trustee reasonable security against the costs, expenses and liabilities
which may be incurred therein or hereby. It is understood and intended, and
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 12.03(c), each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

            Section 12.04 Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

            Section 12.05 Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to:

            (a) in the case of the Depositor, GE Commercial Mortgage
Corporation, c/o General Electric Capital Corporation, 125 Park Avenue, 10th
Floor, New York, New York 10017, Attention: Capital Markets/Daniel Vinson;

            (b) in the case of the Servicer, Wachovia Bank, National
Association, 8739 Research Drive - URP4, Charlotte, North Carolina 28262-1075,
Attention: GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, facsimile number: (704) 715-0036;

            (c) in the case of the Special Servicer, LNR Partners, Inc., 1601
Washington Avenue, Suite 700, Miami Beach, Florida 33139, Attention: Randy
Wolpert and Thomas F. Nealon III, Esq., facsimile number (305) 695-5601, and
Attention: Javier Benedit, facsimile number (305) 695-5199, with copies to Alan
Kazan, Bilzin Sumberg Baena Price & Axelrod LLP, 2005 Bisayne Blvd., Suite 2500,
Miami, Florida 33131, facsimile number (305) 351-2229;

            (d) in the case of the Trustee, Certificate Registrar and the
initial Authenticating Agent, LaSalle Bank National Association, 135 South
LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securities and Trust Services--GECMC 2006-C1;

            (e) in the case of the Rating Agencies,

                  (i) Fitch, Inc., One State Street Plaza, 31st Floor, New York,
            New York, 10004, Attention: Commercial Mortgage Surveillance,
            telecopy number (212) 635-0295;

                  (ii) Moody's Investors Service, Inc., 99 Church Street, New
            York, New York 10007, Attention: CMBS-Monitoring, telecopy number:
            (212) 553-1350;

                  (iii) Dominion Bond Rating Service, Inc., 20 North Clark
            Street, 8th Floor, Chicago, Illinois 60602, Attention: Commercial
            Mortgage Surveillance Group, telecopy number: (312) 332-3492; and

                  (iv) Standard and Poor's Ratings Services, a division of The
            McGraw-Hill Companies, 55 Water Street, New York, New York 10041,
            Attention: Commercial Mortgage Surveillance Director, telecopy
            number: (212) 438-2662; and

            (f) in the case of the Mortgage Loan Sellers,

                  (i) General Electric Capital Corporation, 125 Park Avenue,
            10th Floor, New York, New York 10017, Attention: Mike Krull,
            Managing Director, telecopy number: (212) 716-8911, with a copy to
            David Martindale and David Turner, Esq., telecopy number (972)
            447-2647;

                  (ii) German American Capital Corporation, 60 Wall Street, New
            York, New York 10005, Attention: Lainie Kaye, telecopy number (212)
            469-4579; and

                  (iii) Bank of America, National Association, 214 North Tryon
            Street, NC1-027-21-02 Charlotte, North Carolina 28255, Attention:
            Stephen L. Hogue, telecopy number: (704) 386-1094 (with copies to
            Paul Kurzeja, Esq., Assistant General Counsel, Bank of America
            Corporation, Bank of America Corporate Center, 100 North Tryon
            Street (20th Floor, Charlotte, North Carolina 28255), telecopy
            number: (704) 387-0922 and with a copy to Henry A. LaBrun, Esq.,
            Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite
            2400, Charlotte, North Carolina 28202);

            (g) in the case of the Underwriters,

                  (i) Banc of America Securities LLC, 214 North Tryon Street,
            NC1-027-22-03, Charlotte, North Carolina 28255, Attention: Stephen
            L. Hogue, telecopy number (704) 386-1094 (with copies to Paul
            Kurzeja, Esq., Assistant General Counsel, Bank of America
            Corporation, Bank of America Corporate Center, 100 North Tryon
            Street (20th Floor, Charlotte, North Carolina 28255), telecopy
            number: (704) 387-0922 and with a copy to Henry A. LaBrun, Esq.,
            Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite
            2400, Charlotte, North Carolina 28202);

                  (ii) Deutsche Bank Securities Inc., 60 Wall Street, New York,
            New York 10005, Attention: Lainie Kaye, telecopy number: (212)
            250-4579;

                  (iii) Credit Suisse Securities (USA) LLC, 11 Madison Avenue,
            New York, New York 10010, Attention: Jeffrey Altabef; telecopy
            number (212) 743-5227;

                  (iv) J.P. Morgan Securities Inc., 270 Park Avenue, New York,
            New York 10017, Attention: Steven Z. Schwartz, Managing Director,
            telecopy number (212) 834-6593; and

                  (v) Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4
            World Financial Center, New York, New York 10080, Attention: David
            Rodgers, telecopy number (212) 449-3658;

            (h) in the case of the Directing Certificateholder, LNR Securities
Holdings, LLC, 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139,
Attention: Steven N. Bjerke, telecopy number: (305) 695-5449,

or as to each such Person such other address as may hereafter be furnished by
such Person to the parties hereto in writing. Any communication required or
permitted to be delivered to a Certificateholder shall be deemed to have been
duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.

            Section 12.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 12.07 Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans, all principal and interest
received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Certificate Account, the Serviced Whole Loan Custodial Accounts (to
the extent of the Trust Fund's interest therein), the Distribution Account, the
Interest Reserve Account, the Excess Interest Distribution Account, the Excess
Liquidation Proceeds Reserve Account and, if established, the REO Accounts (to
the extent of the Trust Fund's interest therein), and all reinvestment earnings
on such amounts, and all of the Depositor's right, title and interest in and to
the proceeds of any title, hazard or other Insurance Policies related to such
Mortgage Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. This Section 12.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.

            Section 12.08 Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. Each
holder of a Serviced Pari Passu Loan or Serviced B Note and any designees
thereof acting on behalf of or exercising the rights of such holder of a
Serviced Pari Passu Loan or Serviced B Note shall be third-party beneficiaries
to this Agreement with respect to their rights as specifically provided for
herein. Except as provided in this Section 12.08 and in the second paragraph of
Section 2.03(c), no other person, including, without limitation, any Mortgagor,
shall be entitled to any benefit or equitable right, remedy or claim under this
Agreement.

            Each of the Trustee and the Servicer acknowledge that each of the
Non-Serviced Mortgage Loan Depositor, the Non-Serviced Mortgage Loan Servicer,
the Non-Serviced Mortgage Loan Special Servicer or the Non-Serviced Mortgage
Loan Trustee is an intended third-party beneficiary under this Agreement with
respect to any provisions herein relating to indemnification, reimbursement or
notification of such Non-Serviced Mortgage Loan Depositor, Non-Serviced Mortgage
Loan Servicer, Non-Serviced Mortgage Loan Special Servicer or Non-Serviced
Mortgage Loan Trustee.

            Section 12.09 Article and Section Headings.

            The article and section  headings  herein are for  convenience  of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 12.10 Notices to the Rating Agencies.

            (a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

                  (i) any material change or amendment to this Agreement;

                  (ii) the occurrence of any Event of Default that has not been
            cured;

                  (iii) the resignation or termination of the Servicer or the
            Special Servicer;

            and

                  (iv) the repurchase or substitution of Mortgage Loans by a
            Mortgage Loan Seller pursuant to Section 3 of the Mortgage Loan
            Purchase Agreement.

            (b) Each of the Servicer (with respect to Mortgage Loans (other than
Non-Serviced Mortgage Loans), Serviced Pari Passu Loans or Serviced B Notes that
are not Specially Serviced Mortgage Loans) or the Special Servicer (with respect
to Mortgage Loans that are Specially Serviced Mortgage Loans), as applicable,
shall use reasonable efforts promptly to provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:

                  (i) the resignation or removal of the Trustee;

                  (ii) any change in the location of the Certificate Account or
            any Serviced Whole Loan Custodial Account;

                  (iii) any event that would result in the voluntary or
            involuntary termination of any insurance of the accounts of the
            Trustee;

                  (iv) any change in the lien priority of any Mortgage Loan;

                  (v) any additional lease to an anchor tenant or termination of
            any existing lease to an anchor tenant at retail properties for any
            Mortgage Loan with a Stated Principal Balance that is equal to or
            greater than the lesser of (1) an amount greater than 5% of the then
            aggregate outstanding principal balances of the Mortgage Loans or
            (2) $35,000,000;

                  (vi) any material damage to any Mortgaged Property;

                  (vii) any assumption with respect to a Mortgage Loan;

                  (viii) any release or substitution of any Mortgaged Property;

                  (ix) the making, termination or modification of any New Lease
            with respect to any retail, office or industrial property with
            respect to any REO Loan that represents one of the ten largest
            Mortgage Loans based on Stated Principal Balance;

                  (x) the merger, consolidation or, succession of the Servicer
            or Special Servicer, as applicable; and

                  (xi) the settlement of any claims brought against the Trust
            Fund.

            (c) Each of the Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

                  (i) each of its annual statements as to compliance described
            in Section 11.11 and 11.12, regardless of whether or not the Trust
            is subject to Exchange Act reporting requirements;

                  (ii) inspection reports and other items delivered to each of
            the Servicer and Special Servicer pursuant to Sections 3.12(a) and
            3.12(b);

                  (iii) each of its annual independent public accountants'
            servicing reports described in Section 11.13, regardless of whether
            or not the Trust is subject to Exchange Act reporting requirements;
            and

                  (iv) each waiver and consent provided pursuant to Section
            3.08.

            (d) The Trustee shall promptly furnish or make available to each
Rating Agency a copy of the Statement to Certificateholders distributed pursuant
to Section 4.02(a) and shall promptly furnish notice the Rating Agencies of (i)
any change in the location of either of the Distribution Account and (ii) the
final payment to any Class of Certificateholders.

            (e) The Trustee, the Servicer and the Special Servicer, as
applicable, shall furnish to each Rating Agency with respect to each Mortgage
Loan such information as the Rating Agency shall request and which the Trustee,
the Servicer or Special Servicer, can reasonably provide in accordance with
applicable law and without violating the terms of this Agreement or any Mortgage
Loan documents. The Trustee, the Servicer and Special Servicer, as applicable,
may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this
Section 12.10 shall require a party to provide duplicative notices or copies to
the Rating Agencies with respect to any of the above listed items.

            (f) Notices required to be sent to DBRS pursuant to this Section
12.10 shall be in writing, including transmission through wired or electronic
medium which produces a tangible record of transmission.

                               [End of Article XII]

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]

<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                       GE COMMERCIAL MORTGAGE CORPORATION,
                                          Depositor

                                       By: /s/ Richard Lorenzo
                                          ------------------------------------
                                          Name:  Richard Lorenzo
                                          Title:  Authorized Signatory

                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          Servicer

                                       By: /s/ Connie M. Bowman
                                          ------------------------------------
                                          Name:  Connie M. Bowman
                                          Title:  Vice President


                                       LNR PARTNERS, INC.,
                                          Special Servicer

                                       By: /s/ Steven N. Bjerke
                                          ------------------------------------
                                          Name:  Steven N. Bjerke
                                          Title:  Vice President


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          Trustee

                                       By: /s/ Ann M. Kelly
                                          ------------------------------------
                                          Name:  Ann M. Kelly
                                          Title:  Assistant Vice President

<PAGE>


STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )


            On the 23rd day of March, 2006 before me, a notary public in
and for said State, personally appeared Richard Lorenzo known to me to be an
Authorized Signatory of GE Commercial Mortgage Corporation, a Delaware
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation, and acknowledged to me
that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          /s/ Marcella Martinez
                                        ----------------------------------------
                                                    Notary Public

[Notarial Seal]

<PAGE>


STATE OF NORTH CAROLINA )
                        )  ss.:
COUNTY OF MECKLENBURG   )


            On the 20th day of March, 2006, before me, a notary public in and
for said State, personally appeared Connie M. Bowman known to me to be a Vice
President of Wachovia Bank, National Association, a national banking
association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and
acknowledged to me that such national banking association executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          /s/ Amber M. Neil
                                        ----------------------------------------
                                                    Notary Public

[Notarial Seal]

<PAGE>


STATE OF FLORIDA           )
                           )  ss.:
COUNTY OF MIAMI-DADE       )


            On the 21st day of March, 2006 before me, a notary public in and for
said State, personally appeared Steven N. Bjerke known to me to be a Vice
President of LNR Partners, Inc., a Florida corporation, that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such company, and acknowledged to me that such company executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          /s/ Steven N. Bjerke
                                        ----------------------------------------
                                                    Notary Public

[Notarial Seal]

<PAGE>


STATE OF ILLINOIS       )
                        )  ss.:
COUNTY OF COOK          )


            On the 23rd day of March, 2006, before me, a notary public in and
for said State, personally appeared Ann M. Kelly known to me to be an Assistant
Vice President of LaSalle Bank National Association, a national banking
association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and
acknowledged to me that such national banking association executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          /s/ Daniel Laz
                                        ----------------------------------------
                                                    Notary Public

[Notarial Seal]

<PAGE>

                                   EXHIBIT A-1

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 2006-C1, CLASS A-1

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS A-1 APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE (i) 5.4586% FOR   BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
LESS 0.06% FOR ANY DISTRIBUTION DATE   $1,608,803,744
AFTER THE INITIAL DISTRIBUTION DATE.

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $49,250,000             ASSOCIATION


DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006          CUSIP NO.: 36828Q RU 2

FIRST DISTRIBUTION DATE:               CERTIFICATE NO.:  A-1-1
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES
AS OF THE CLOSING DATE: $49,250,000

<PAGE>

                              CLASS A-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class A-1 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class A-1
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class A-1 Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-2

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 2006-C1, CLASS A-2

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS A-2 APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE (i) 5.5186% FOR   BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE.

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $54,350,000             ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006          CUSIP NO.: 36828Q RV 0

FIRST DISTRIBUTION DATE:               CERTIFICATE NO.:  A-2-1
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-2 CERTIFICATES
AS OF THE CLOSING DATE: $54,350,000

<PAGE>

                              CLASS A-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class A-2 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class A-2
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class A-2 Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-3

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 2006-C1, CLASS A-3

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS A-3 APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE (i) 5.5186% FOR   BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE.

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $47,225,000             ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006          CUSIP NO.: 36828Q RW 8

FIRST DISTRIBUTION DATE:               CERTIFICATE NO.:  A-3-1
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-3 CERTIFICATES
AS OF THE CLOSING DATE:  $47,225,000

<PAGE>

                              CLASS A-3 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class A-3 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class A-3
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class A-3 Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-4

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                           SERIES 2006-C1, CLASS A-AB

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS A-AB  APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE (i) 5.5186% FOR     PRINCIPAL BALANCE OF THE MORTGAGE LOANS
THE INITIAL DISTRIBUTION DATE AND (ii)   AFTER DEDUCTING PAYMENTS DUE AND
THE WEIGHTED AVERAGE NET MORTGAGE RATE   PREPAYMENTS RECEIVED ON OR BEFORE
FOR ANY DISTRIBUTION DATE AFTER THE      CUT-OFF DATE: $1,608,803,744
INITIAL DISTRIBUTION DATE.

                                         MASTER SERVICER:  WACHOVIA BANK,
DENOMINATION:  $53,244,000               NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING            SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                         TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH      ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006            CUSIP NO.: 36828Q RX 6

FIRST DISTRIBUTION DATE:                 CERTIFICATE NO.:  A-AB-1
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-AB CERTIFICATES
AS OF THE CLOSING DATE:  $53,244,000

<PAGE>

                             CLASS A-AB CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class A-AB Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class A-AB
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class A-AB Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities or
any Class of Serviced Pari Passu Loan Securities; and to amend or supplement any
provision in the Pooling and Servicing Agreement to the extent necessary to
maintain the rating or ratings assigned to each Class of Certificates by each
applicable Rating Agency and any other applicable rating agency; provided that,
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates or any Class of
Serviced Pari Passu Loan Securities or any Class of Serviced Pari Passu Loan
Securities, as evidenced by a letter from each applicable Rating Agency and any
other applicable rating agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS  CERTIFICATE  AND  THE  POOLING  AND  SERVICING   AGREEMENT  SHALL  BE
CONSTRUED  IN  ACCORDANCE  WITH,  AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-5

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 2006-C1, CLASS A-4

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS A-4 APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE (i) 5.5186% FOR   BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE.

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  [$500,000,000]          ASSOCIATION
[$120,130,000]

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006          CUSIP NO.: 36828Q RY 4

FIRST DISTRIBUTION DATE:               CERTIFICATE NO.:  [A-4-1][A-4-2]
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-4 CERTIFICATES
AS OF THE CLOSING DATE:  $620,000,000

<PAGE>

                              CLASS A-4 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class A-4 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class A-4
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class A-4 Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities or
any Class of Serviced Pari Passu Loan Securities; and to amend or supplement any
provision in the Pooling and Servicing Agreement to the extent necessary to
maintain the rating or ratings assigned to each Class of Certificates by each
applicable Rating Agency and any other applicable rating agency; provided that,
such change shall not result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates or any Class of
Serviced Pari Passu Loan Securities or any Class of Serviced Pari Passu Loan
Securities, as evidenced by a letter from each applicable Rating Agency and any
other applicable rating agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-6

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                           SERIES 2006-C1, CLASS A-1A

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS A-1A  APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE (i) 5.5186% FOR     PRINCIPAL   BALANCE OF THE MORTGAGE
THE INITIAL DISTRIBUTION DATE AND (ii)   LOANS AFTER DEDUCTING PAYMENTS DUE AND
THE WEIGHTED AVERAGE NET MORTGAGE RATE   PREPAYMENTS RECEIVED ON OR BEFORE
FOR ANY DISTRIBUTION DATE AFTER THE      CUT-OFF DATE: $1,608,803,744
INITIAL DISTRIBUTION DATE.

                                         MASTER SERVICER:  WACHOVIA BANK,
DENOMINATION:  $301,963,000              NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING            SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                         TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH      ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006            CUSIP NO.  36828Q RZ 1

FIRST DISTRIBUTION DATE:                 CERTIFICATE NO.:  A-1A-1
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-1A CERTIFICATES
AS OF THE CLOSING DATE:  $301,963,000

<PAGE>

                             CLASS A-1A CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class A-1A Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class A-1A
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class A-1A Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-1A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-7

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 2006-C1, CLASS A-M

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS A-M APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE (i) 5.5186% FOR   BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE.

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $160,880,000            ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006            CUSIP NO.: 36828Q SA 5

FIRST DISTRIBUTION DATE:                 CERTIFICATE NO.:  A-M-1
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-M CERTIFICATES
AS OF THE CLOSING DATE:  $160,880,000

<PAGE>

                              CLASS A-M CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class A-M Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class A-M
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class A-M Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-8

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 2006-C1, CLASS A-J

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS A-J APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE (i) 5.5186% FOR   BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE.

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION: $146,804,000             ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006            CUSIP NO.: 36828Q SB 3

FIRST DISTRIBUTION DATE:                 CERTIFICATE NO.:  A-J-1
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-J CERTIFICATES
AS OF THE CLOSING DATE:  $146,804,000

<PAGE>

                              CLASS A-J CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class A-J Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class A-J
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class A-J Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-J CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-9

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS B

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS B   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE (i) 5.5186% FOR   BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE.

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $36,198,000             ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006            CUSIP NO.: 36828Q SC 1

FIRST DISTRIBUTION DATE:                 CERTIFICATE NO.: B-1
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS B CERTIFICATES
AS OF THE CLOSING DATE:  $36,198,000

<PAGE>

                               CLASS B CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class B
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class B Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF,  the Certificate  Registrar has caused this Certificate
to be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-10

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS C

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PASS-THROUGH RATE ON THE CLASS C   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE (i) 5.5186% FOR   BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE.

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $14,077,000             ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006            CUSIP NO.: 36828Q SD 9

FIRST DISTRIBUTION DATE:                 CERTIFICATE NO.:  C-1
APRIL 10, 2006

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS C CERTIFICATES
AS OF THE CLOSING DATE:  $14,077,000

<PAGE>

                               CLASS C CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class C Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class C
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class C Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-11

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS D

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

THE PASS-THROUGH RATE ON THE CLASS D   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE:  (i) 5.5186% FOR BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $24,132,000             ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006          CUSIP NO.: 36828Q SG 2

FIRST DISTRIBUTION DATE:               ISIN NO.:  US36828QSG28
APRIL 10, 2006

                                       CERTIFICATE NO.:  D-1
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES
AS OF THE CLOSING DATE:  $24,132,000

<PAGE>

                               CLASS D CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class D Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class D
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class D Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.



                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
      Dated:_________________            NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.


<PAGE>

                                  EXHIBIT A-12

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS E

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

THE PASS-THROUGH RATE ON THE CLASS E   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE:  (i) 5.5186% FOR BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION: $14,077,000              ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006          CUSIP NO.: 36828Q SJ 6

FIRST DISTRIBUTION DATE:               ISIN NO.:  US36828QSJ66
APRIL 10, 2006

                                       CERTIFICATE NO.:  E-1
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS F CERTIFICATES
AS OF THE CLOSING DATE:  $14,077,000

                               CLASS E CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class E Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class E
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class E Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF,  the Certificate  Registrar has caused this Certificate
to be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   Schedule A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                   _______________________________________
Dated:_________________            NOTICE:    The signature to this
                                   assignment must correspond with the
                                   name as written upon the face of this
                                   Certificate in every particular without
                                   alteration or enlargement or any change
                                   whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-13

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS F

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS F   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE:  (i) 5.5186% FOR BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $14,077,000             ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006          CUSIP NO.: 36828Q SL 1

FIRST DISTRIBUTION DATE:               ISIN NO.:  US36828QSL13
APRIL 10, 2006

                                       CERTIFICATE NO.:  F-1
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS G CERTIFICATES
AS OF THE CLOSING DATE:  $14,077,000

                               CLASS F CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class F Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class F
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class F Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE
<PAGE>

                                   Schedule A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-14

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS G

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS G   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE:  (i) 5.5186% FOR BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $14,077,000             ASSOCIATION

DATE OF POOLING AND SERVICING
AGREEMENT:  AS OF MARCH 1, 2006        SPECIAL SERVICER:  LNR PARTNERS, INC.

CUT-OFF DATE:  WITH RESPECT TO EACH    TRUSTEE:  LASALLE BANK NATIONAL
MORTGAGE LOAN, THE LATER OF MARCH 1,   ASSOCIATION
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006
                                       CUSIP NO.: 36828Q SN 7

FIRST DISTRIBUTION DATE:
APRIL 10, 2006                         ISIN NO.:  US36828QSN78

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  G-1
CERTIFICATE BALANCE
OF THE CLASS H CERTIFICATES
AS OF THE CLOSING DATE:  $14,077,000

                             CLASS G CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class G Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class G
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduits," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class G Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   Schedule A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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</TABLE>


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-15

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS H

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS H   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE:  (i) 5.5186% FOR BALANCE OF THE MORTGAGE LOANS AFTER
THE INITIAL DISTRIBUTION DATE AND (ii) DEDUCTING PAYMENTS DUE AND PREPAYMENTS
THE WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
FOR ANY DISTRIBUTION DATE AFTER THE    $1,608,803,744
INITIAL DISTRIBUTION DATE

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
DENOMINATION:  $14,077,000             ASSOCIATION

DATE OF POOLING AND SERVICING          SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                       TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006          CUSIP NO.:  36828Q SQ 0

FIRST DISTRIBUTION DATE:               ISIN NO.:  US36828QSQ00
APRIL 10, 2006

                                       CERTIFICATE NO.:  H-1
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS H CERTIFICATES
AS OF THE CLOSING DATE: $14,077,000

                               CLASS H CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class H Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class H
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class H Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any of Serviced Pari Passu Loan
Securities, as evidenced by a letter from each Rating Agency to such effect; to
modify, eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that, such change shall not, as evidenced by an Opinion of Counsel
addressed to the parties to the Pooling and Servicing Agreement, cause the Trust
Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-16

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS J

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON
ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE
ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF
ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF THIS
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS
PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSE (i) OR
CLAUSE (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION
AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE INITIAL PURCHASERS, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSE (i) OR CLAUSE (ii) ABOVE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS J   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF     BALANCE OF THE MORTGAGE LOANS AFTER
(i) 5.2690% AND (ii) THE WEIGHTED      DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY      RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE                      $1,608,803,744

DENOMINATION: $6,033,000               MASTER SERVICER:  WACHOVIA BANK, NATIONAL
                                       ASSOCIATION

DATE OF POOLING AND SERVICING
AGREEMENT:  AS OF MARCH 1, 2006        SPECIAL SERVICER:  LNR PARTNERS, INC.

CUT-OFF DATE:  WITH RESPECT TO EACH    TRUSTEE:  LASALLE BANK NATIONAL
MORTGAGE LOAN, THE LATER OF MARCH 1,   ASSOCIATION
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006
                                       CUSIP NO.:  36828Q SS 6

FIRST DISTRIBUTION DATE:
APRIL 10, 2006                         ISIN NO.:  US36828QSS65

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  J-1
CERTIFICATE BALANCE
OF THE CLASS K CERTIFICATES
AS OF THE CLOSING DATE:  $6,033,000

                               CLASS J CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class J Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class J
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class J Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-17

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS K

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON
ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE
ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF
ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF THIS
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS
PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSE (i) OR
CLAUSE (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION
AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE INITIAL PURCHASERS, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSE (i) OR CLAUSE (ii) ABOVE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS K   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF     BALANCE OF THE MORTGAGE LOANS AFTER
(i) 5.2690% AND (ii) THE WEIGHTED      DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY      RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE                      $1,608,803,744

DENOMINATION:  $6,033,000              MASTER SERVICER:  WACHOVIA BANK, NATIONAL
                                       ASSOCIATION

DATE OF POOLING AND SERVICING
AGREEMENT:  AS OF MARCH 1, 2006        SPECIAL SERVICER:  LNR PARTNERS, INC.

CUT-OFF DATE:  WITH RESPECT TO EACH    TRUSTEE:  LASALLE BANK NATIONAL
MORTGAGE LOAN, THE LATER OF MARCH 1,   ASSOCIATION
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006
                                       CUSIP NO.: 36828Q SU 1

FIRST DISTRIBUTION DATE:
APRIL 10, 2006                         ISIN NO.:  US36828QSU12

APPROXIMATE AGGREGATE                  CERTIFICATE NO.: K-1
CERTIFICATE BALANCE
OF THE CLASS L CERTIFICATES
AS OF THE CLOSING DATE:  $6,033,000

                               CLASS K CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class K Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class K
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduits," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class K Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-18

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS L

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON
ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE
ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF
ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF THIS
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS
PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSE (i) OR
CLAUSE (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION
AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE INITIAL PURCHASERS, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSE (i) OR CLAUSE (ii) ABOVE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS L   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF     BALANCE OF THE MORTGAGE LOANS AFTER
(i) 5.2690% AND (ii) THE WEIGHTED      DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY      RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE                      $1,608,803,744

DENOMINATION:  $6,033,000              MASTER SERVICER:  WACHOVIA BANK, NATIONAL
                                       ASSOCIATION

DATE OF POOLING AND SERVICING
AGREEMENT:  AS OF MARCH 1, 2006        SPECIAL SERVICER:  LNR PARTNERS, INC.

CUT-OFF DATE:  WITH RESPECT TO EACH    TRUSTEE:  LASALLE BANK NATIONAL
MORTGAGE LOAN, THE LATER OF MARCH 1,   ASSOCIATION
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006
                                       CUSIP NO.: 36828Q SW 7

FIRST DISTRIBUTION DATE:
APRIL 10, 2006                         ISIN NO.:  US36828QSW77

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  L-1
CERTIFICATE BALANCE
OF THE CLASS M CERTIFICATES
AS OF THE CLOSING DATE:  $6,033,000

                               CLASS L CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class L Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class L
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class L Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-19

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS M

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON
ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE
ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF
ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF THIS
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS
PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSE (i) OR
CLAUSE (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION
AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE INITIAL PURCHASERS, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSE (i) OR CLAUSE (ii) ABOVE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS M   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF     BALANCE OF THE MORTGAGE LOANS AFTER
(i) 5.2690% AND (ii) THE WEIGHTED      DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY      RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE                      $1,608,803,744

DENOMINATION:  $2,011,000              MASTER SERVICER:  WACHOVIA BANK, NATIONAL
                                       ASSOCIATION

DATE OF POOLING AND SERVICING
AGREEMENT:  AS OF MARCH 1, 2006        SPECIAL SERVICER:  LNR PARTNERS, INC.

CUT-OFF DATE:  WITH RESPECT TO EACH    TRUSTEE:  LASALLE BANK NATIONAL
MORTGAGE LOAN, THE LATER OF MARCH 1,   ASSOCIATION
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006
                                       CUSIP NO.: 36828Q SY 3

FIRST DISTRIBUTION DATE:
APRIL 10, 2006                         ISIN NO.:  US36828QSY34

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  M-1
CERTIFICATE BALANCE
OF THE CLASS M CERTIFICATES
AS OF THE CLOSING DATE:  $2,011,000

                             CLASS M CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class M Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class M
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class M Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-20

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS N

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON
ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE
ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF
ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF THIS
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS
PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSE (i) OR
CLAUSE (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION
AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE INITIAL PURCHASERS, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSE (i) OR CLAUSE (ii) ABOVE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS N   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF     BALANCE OF THE MORTGAGE LOANS AFTER
(i) 5.2690% AND (ii) THE WEIGHTED      DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY      RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE                      $1,608,803,744

DENOMINATION:  $4,022,000              MASTER SERVICER:  WACHOVIA BANK, NATIONAL
                                       ASSOCIATION

DATE OF POOLING AND SERVICING
AGREEMENT:  AS OF MARCH 1, 2006        SPECIAL SERVICER:  LNR PARTNERS, INC.

CUT-OFF DATE:  WITH RESPECT TO EACH    TRUSTEE:  LASALLE BANK NATIONAL
MORTGAGE LOAN, THE LATER OF MARCH 1,   ASSOCIATION
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006
                                       CUSIP NO.:  36828Q TA 4

FIRST DISTRIBUTION DATE:
APRIL 10, 2006                         ISIN NO.:  US36828QTA49

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  N-1
CERTIFICATE BALANCE
OF THE CLASS N CERTIFICATES
AS OF THE CLOSING DATE:  $4,022,000

                               CLASS N CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class N Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class N
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class N Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of $250,000
initial Certificate Balance, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class S,
Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-21

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2004-C2, CLASS O

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS O CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON
ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE
ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF
ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF THIS
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS
PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSE (i) OR
CLAUSE (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION
AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE INITIAL PURCHASERS, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSE (i) OR CLAUSE (ii) ABOVE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS O   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF     BALANCE OF THE MORTGAGE LOANS AFTER
(i) 5.2690% AND (ii) THE WEIGHTED      DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY      RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE                      $1,608,803,744

DENOMINATION:  $2,011,000              MASTER SERVICER:  WACHOVIA BANK, NATIONAL
                                       ASSOCIATION

DATE OF POOLING AND SERVICING
AGREEMENT:  AS OF MARCH 1, 2006        SPECIAL SERVICER:  LNR PARTNERS, INC.

CUT-OFF DATE:  WITH RESPECT TO EACH    TRUSTEE:  LASALLE BANK NATIONAL
MORTGAGE LOAN, THE LATER OF MARCH 1,   ASSOCIATION
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006
                                       CUSIP NO.:  36828Q TC 0

FIRST DISTRIBUTION DATE:
APRIL 10, 2006                         ISIN NO.:  US36828QTC05

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  O-1
CERTIFICATE BALANCE
OF THE CLASS O CERTIFICATES
AS OF THE CLOSING DATE:  $2,011,000

                               CLASS O CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class O Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class O
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class O Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of $250,000
initial Certificate Balance, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class S,
Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-22

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2004-C2, CLASS P

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THIS CLASS P CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON
ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE
ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF
ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF THIS
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS
PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSE (i) OR
CLAUSE (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION
AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE INITIAL PURCHASERS, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSE (i) OR CLAUSE (ii) ABOVE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

<PAGE>

THE PASS-THROUGH RATE ON THE CLASS P   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF     BALANCE OF THE MORTGAGE LOANS AFTER
(i) 5.2690% AND (ii) THE WEIGHTED      DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY      RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE                      $1,608,803,744

DENOMINATION:  $18,099,743             MASTER SERVICER:  WACHOVIA BANK, NATIONAL
                                       ASSOCIATION

DATE OF POOLING AND SERVICING
AGREEMENT:  AS OF MARCH 1, 2006        SPECIAL SERVICER:  LNR PARTNERS, INC.

CUT-OFF DATE:  WITH RESPECT TO EACH    TRUSTEE:  LASALLE BANK NATIONAL
MORTGAGE LOAN, THE LATER OF MARCH 1,   ASSOCIATION
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006
                                       CUSIP NO.:  36828Q TE 6

FIRST DISTRIBUTION DATE:
APRIL 10, 2006                         ISIN NO.:  US36828QTE60

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  P-1
CERTIFICATE BALANCE
OF THE CLASS P CERTIFICATES
AS OF THE CLOSING DATE:  $18,099,743

                               CLASS P CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class P Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing an interest in the Class of Certificates
specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face
hereof, by the aggregate initial Certificate Balance of the Class P
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 and
are issued in twenty-six classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if
any, allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class P Pass-Through Rate
specified above on the Certificate Balance of this Certificate immediately prior
to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount due to this Certificate's pro rata
share of the Available Distribution Amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.

   Any Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. Any Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of $250,000
initial Certificate Balance, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class S,
Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS P CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.
<PAGE>

                                  EXHIBIT A-23

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 2006-C1, CLASS X-W

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE OR AN
ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE (b)(ii) OF SUCH
DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.

THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS
X-W CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

THE PASS-THROUGH RATE ON THE CLASS X-W  APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE A VARIABLE RATE,   PRINCIPAL BALANCE OF THE MORTGAGE
WHICH WILL INITIALLY BE AS OF THE       LOANS AFTER DEDUCTING PAYMENTS DUE AND
CLOSING DATE 0.0087% AND THEREAFTER AS  PREPAYMENTS RECEIVED ON OR BEFORE
SET FORTH IN THE POOLING AND SERVICING  CUT-OFF DATE:  $1,608,803,744
AGREEMENT

                                        MASTER SERVICER:  WACHOVIA BANK,
DENOMINATION:  $500,000,000             NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING           SPECIAL SERVICER:  LNR PARTNERS, INC.
AGREEMENT:  AS OF MARCH 1, 2006

                                        TRUSTEE:  LASALLE BANK NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH     ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN

CLOSING DATE:  MARCH 23, 2006           CUSIP NO.:  36828Q SE 7

FIRST DISTRIBUTION DATE:                ISIN NO.:  US36828QSE79
APRIL 10, 2006

                                        CERTIFICATE NO.:  X-W-[1] [2] [3] [4]
APPROXIMATE AGGREGATE NOTIONAL AMOUNT
OF THE CLASS X-W CERTIFICATES AS OF
THE CLOSING DATE:  $1,608,803,743

<PAGE>

                              CLASS X-W CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT CEDE & CO.

is the registered owner of the interest evidenced by this Certificate in the
Class X-W Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing the percentage interest in the Class of
Certificates specified on the face hereof. The Certificates are designated as
the GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1 and are issued in twenty-six classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

   Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee
shall distribute to the Person in whose name this Certificate is registered as
of the related Record Date, an amount equal to such Person's pro rata share
(based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

   Interest on this Certificate will accrue (computed as if each year consisted
of 360 days and each month consisted of 30 days) during the Interest Accrual
Period relating to such Distribution Date at the Class X-W Pass-Through Rate
specified above on the Notional Amount of this Certificate immediately prior to
such Distribution Date, as specified above. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income (i) in the Certificate Account will be paid to the
Servicer and (ii) in the Distribution Account will be paid to the Trustee as set
forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account and the
Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC or
result in the imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the
Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee and each of the other parties to the
Pooling and Servicing Agreement, which notice the Trustee is required to
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1% of
the aggregate Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS X-W CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                        Certificate Balance of Definitive
                      Certificates exchanged or transferred
                     for, or issued in exchange for or upon
                        transfer of, an interest in this        Remaining Principal Amount of        Notation
       Date                  Book-Entry Certificate                 Book-Entry Certificate            Made By
-----------------  ------------------------------------------  --------------------------------  -----------------
<S>                <C>                                         <C>                               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------  ------------------------------------------  --------------------------------  -----------------
</TABLE>


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-24

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS R

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST TWO PAGES OF THIS
CERTIFICATE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.

THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO
DISQUALIFIED ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH
IN SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT AND SHALL BE REQUIRED TO
FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG
OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED
IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR
FIXED BASE (WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY) OF ITS OWN OR
ANY OTHER U.S. PERSON, AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY
PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-l(c), AND THEREFORE, TRANSFERS OF THIS
CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
REGULATIONS.

PERCENTAGE INTEREST EVIDENCED BY THIS  APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE:  100%                     BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING          $1,608,803,744
AGREEMENT:  AS OF MARCH 1, 2006

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN                     SPECIAL SERVICER:  LNR PARTNERS, INC.

CLOSING DATE:  MARCH 23, 2006          TRUSTEE:  LASALLE BANK NATIONAL
                                       ASSOCIATION

FIRST DISTRIBUTION DATE:
APRIL 10, 2006

CLASS R PERCENTAGE INTEREST: 100%      CERTIFICATE NO.:  R-1

<PAGE>

                               CLASS R CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, the Servicer, THE SPECIAL SERVICER, THE TRUSTEE
OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT [ ]

is the registered owner of the interest evidenced by this Certificate in the
Class R Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing the percentage interest in the Class of
Certificates specified on the face hereof. The Certificates are designated as
the GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1 and are issued in twenty-six classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Class R Certificate represents ownership of a "residual interest" in a
"real estate mortgage investment conduit," as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of
1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the
Class R Certificates shall be the "tax matters person" for the Upper-Tier REMIC
pursuant to Treasury Regulations Section 1.860F-4(d), and the Trustee is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person."

   Pursuant to the terms of the Pooling and Servicing Agreement, distributions,
if any, on this Certificate shall be made by the Trustee to the extent and
subject to the limitations set forth in the Pooling and Servicing Agreement, on
the Distribution Date to the Person in whose name this Certificate is registered
as of the related Record Date. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income (i) in the Certificate Account will be paid to the
Servicer and (ii) in the Distribution Account will be paid to the Trustee as set
forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account and the
Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee under Section 5.02(d) of the Pooling and
Servicing Agreement to deliver payments to a Person other than such Person. The
rights of each Person acquiring any Ownership Interest in a Class R Certificate
are expressly subject to the following provisions: (A) No Person holding or
acquiring any Ownership Interest in a Class R Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan, including any entity whose underlying assets
include Plan Assets by reason of investment in the entity to such Plan and the
application of Department of Labor Regulation ss. 2510.3-101 (such Plan or
Person, an "ERISA Prohibited Holder") or a Non-U.S. Person and shall promptly
notify the Servicer, the Trustee, the Certificate Registrar of any change or
impending change to such status; (B) In connection with any proposed Transfer of
any Ownership Interest in a Class R Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class R Certificate shall be
registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is a Permitted Transferee and not a
Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person, that it historically has paid its debts as they have come due
and intends to do so in the future, that it understands that as the Holder of an
Ownership Interest it may incur tax liabilities in excess of cash flows
generated by the residual interest and that it will not transfer such Ownership
Interest such that income therefrom would be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax
treaty, of such proposed transferee or any other U.S. Person and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person or is not a Permitted Transferee, no Transfer of an Ownership
Interest in a Class R Certificate to such proposed Transferee shall be effected;
and (D) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall agree (1) to require a Transfer Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in
such Class R Certificate and (2) not to transfer its Ownership Interest in such
Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-2 (a "Transferor Letter") certifying that, among other things, it has
no actual knowledge that such prospective Transferee is a Disqualified
Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, cause
any REMIC to fail to qualify as a REMIC or result in the imposition of a tax on
the Trust Fund, the Upper-Tier REMIC or Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee, and each of the parties to the Pooling
and Servicing Agreement, which notice the Trustee is required to promptly
forward to Certificateholders and Rating Agencies in the manner set forth in the
Pooling and Servicing Agreement, to purchase all, but not less than all, of the
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
any REO Loans remaining in the Trust Fund is less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF,  the Certificate  Registrar has caused this Certificate
to be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
Dated:_________________                  NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-25

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 2006-C1, CLASS LR

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST TWO PAGES OF THIS
CERTIFICATE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.

THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO
DISQUALIFIED ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH
IN SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT AND SHALL BE REQUIRED TO
FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG
OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED
IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR
FIXED BASE (WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY) OF ITS OWN OR
ANY OTHER U.S. PERSON, AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY
PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-l(c), AND THEREFORE, TRANSFERS OF THIS
CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
REGULATIONS.

PERCENTAGE INTEREST EVIDENCED BY THIS  APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE:  100%                     BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING          $1,608,803,744
AGREEMENT:  AS OF MARCH 1, 2006

                                       MASTER SERVICER:  WACHOVIA BANK, NATIONAL
CUT-OFF DATE:  WITH RESPECT TO EACH    ASSOCIATION
MORTGAGE LOAN, THE LATER OF MARCH 1,
2006 AND THE DATE OF ORIGINATION OF
SUCH MORTGAGE LOAN                     SPECIAL SERVICER:  LNR PARTNERS, INC.

CLOSING DATE:  MARCH 23, 2006          TRUSTEE:  LASALLE BANK NATIONAL
                                       ASSOCIATION

FIRST DISTRIBUTION DATE:
APRIL 10, 2006
                                       CERTIFICATE NO.:  LR-1

CLASS LR PERCENTAGE INTEREST: 100%

<PAGE>

                              CLASS LR CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate balloon
and fully amortizing mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.

THIS CERTIFIES THAT [ ]

is the registered owner of the interest evidenced by this Certificate in the
Class LR Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Servicer, the Special Servicer and the
Primary Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing the percentage interest in the Class of
Certificates specified on the face hereof. The Certificates are designated as
the GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1 and are issued in twenty-six classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   This Class LR Certificate represents ownership of a "residual interest" in a
"real estate mortgage investment conduit," as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of
1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the
Class LR Certificates shall be the "tax matters person" for the Lower-Tier REMIC
pursuant to Treasury Regulations Section 1.860F-4(d), and the Trustee is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person."

   Pursuant to the terms of the Pooling and Servicing Agreement, distributions,
if any, on this Certificate shall be made by the Trustee to the extent and
subject to the limitations set forth in the Pooling and Servicing Agreement, on
the Distribution Date to the Person in whose name this Certificate is registered
as of the related Record Date. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income (i) in the Certificate Account will be paid to the
Servicer and (ii) in the Distribution Account will be paid to the Trustee as set
forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account and the
Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(g) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Each Person who has or who acquires any Ownership Interest in a Class LR
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee under Section 5.02(d) of the Pooling and
Servicing Agreement to deliver payments to a Person other than such Person. The
rights of each Person acquiring any Ownership Interest in a Class LR Certificate
are expressly subject to the following provisions: (A) No Person holding or
acquiring any Ownership Interest in a Class LR Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan, including any entity whose underlying assets
include Plan Assets by reason of investment in the entity to such Plan and the
application of Department of Labor Regulation ss. 2510.3-101 (such Plan or
Person, an "ERISA Prohibited Holder") or a Non-U.S. Person and shall promptly
notify the Servicer, the Trustee, the Certificate Registrar of any change or
impending change to such status; (B) In connection with any proposed Transfer of
any Ownership Interest in a Class LR Certificate, the Certificate Registrar
shall require delivery to it, and no Transfer of any Class LR Certificate shall
be registered until the Certificate Registrar receives, an affidavit
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-1 (a "Transfer Affidavit") from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder
or a Non-U.S. Person, that it historically has paid its debts as they have come
due and intends to do so in the future, that it understands that as the Holder
of an Ownership Interest it may incur tax liabilities in excess of cash flows
generated by the residual interest and that it will not transfer such Ownership
Interest such that income therefrom would be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax
treaty, of such proposed transferee or any other U.S. Person and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person or is not a Permitted Transferee, no Transfer of an Ownership
Interest in a Class LR Certificate to such proposed Transferee shall be
effected; and (D) Each Person holding or acquiring any Ownership Interest in a
Class LR Certificate shall agree (1) to require a Transfer Affidavit from any
prospective Transferee to whom such Person attempts to transfer its Ownership
Interest in such Class LR Certificate and (2) not to transfer its Ownership
Interest in such Class LR Certificate unless it provides to the Certificate
Registrar a letter substantially in the form attached to the Pooling and
Servicing Agreement as Exhibit D-2 (a "Transferor Letter") certifying that,
among other things, it has no actual knowledge that such prospective Transferee
is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or
a Non-U.S. Person.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class S, Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: to cure any ambiguity; to cause the provisions
therein to conform or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement in the Private Placement Memorandum or the Prospectus or to correct or
supplement any provisions therein or in the Pooling and Servicing Agreement,
that may be inconsistent with any other provision therein or in the Pooling and
Servicing Agreement, or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of (i) the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC (ii) each Grantor Trust as a grantor trust (at all
times that any Certificate is outstanding) or (iii) any trust fund in which a
Serviced Pari Passu Loan or Serviced B Note is included as a REMIC (at all times
that any related securities are outstanding) or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC pursuant to the Code that would be a claim against the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the Trustee
has received an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement (at the expense of the party requesting the amendment) to
the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or any holder of a related Serviced Pari
Passu Loan or Serviced B Note; to change the timing and/or nature of deposits
into the Certificate Account, any Serviced Whole Loan Custodial Account, the
Distribution Account or REO Account or to change the name in which the
Certificate Account or the Serviced Whole Loan Custodial Account is maintained,
provided that (a) the P&I Advance Date shall in no event be later than the
related Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel addressed to the parties to the Pooling and Servicing Agreement (at
the expense of the party requesting the amendment), adversely affect in any
material respect the interests of any Certificateholder or any holder of a
related Serviced Pari Passu Loan or Serviced B Note and (c) such change shall
not result in the withdrawal, downgrade or qualification of the then-current
rating assigned to any Class of Certificates or any Class of Serviced Pari Passu
Loan Securities, as evidenced by a letter from each Rating Agency to such
effect; to modify, eliminate or add to the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that, such change shall not, as evidenced by an
Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement or any other change, provided that, such action shall not adversely
affect in any material respect the interests of any Certificateholder or any
holder of a related Serviced Pari Passu Loan or Serviced B Note not consenting
thereto as evidenced by an Opinion of Counsel or by written confirmation from
the Rating Agencies to the effect that the change would not result in the
downgrade, withdrawal or qualification of the then-current rating assigned to
any Class of Certificates or any Class of Serviced Pari Passu Loan Securities;
and to amend or supplement any provision in the Pooling and Servicing Agreement
to the extent necessary to maintain the rating or ratings assigned to each Class
of Certificates by each applicable Rating Agency and any other applicable rating
agency; provided that, such change shall not result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of
Certificates or any Class of Serviced Pari Passu Loan Securities, as evidenced
by a letter from each applicable Rating Agency and any other applicable rating
agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note without the consent of such holder of any Serviced Pari Passu Loan or
      Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, cause
any REMIC to fail to qualify as a REMIC or result in the imposition of a tax on
the Trust Fund, the Upper-Tier REMIC or Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class H Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee, and each of the parties to the Pooling
and Servicing Agreement, which notice the Trustee is required to promptly
forward to Certificateholders and Rating Agencies in the manner set forth in the
Pooling and Servicing Agreement, to purchase all, but not less than all, of the
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
any REO Loans remaining in the Trust Fund is less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS LR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                   _______________________________________
Dated:_________________            NOTICE:    The signature to this
                                   assignment must correspond with the
                                   name as written upon the face of this
                                   Certificate in every particular without
                                   alteration or enlargement or any change
                                   whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                                  EXHIBIT A-26

                       GE COMMERCIAL MORTGAGE CORPORATION

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                             SERIES 2006-C1, CLASS S

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A CLASS S
OR RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) (OTHER THAN WITH RESPECT TO A CLASS S OR RESIDUAL
CERTIFICATE OR AN ERISA RESTRICTED CERTIFICATE (WITHOUT GIVING EFFECT TO CLAUSE
(b)(ii) OF SUCH DEFINITION)) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS
OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER
THAN WITH RESPECT TO A CLASS S OR RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE LAST TWO PAGES OF THIS CERTIFICATE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.

PERCENTAGE INTEREST EVIDENCED BY THIS  APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE:  100%                     BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING          $1,608,803,744
AGREEMENT:  AS OF MARCH 1, 2006

                                       SERVICER:  WACHOVIA BANK, NATIONAL
CUT-OFF DATE:  MARCH 1, 2006           ASSOCIATION

CLOSING DATE:  MARCH 23, 2006          SPECIAL SERVICER:  LNR PARTNERS, INC.

FIRST DISTRIBUTION DATE:               TRUSTEE:  LASALLE BANK NATIONAL
APRIL 10, 2006                         ASSOCIATION

CLASS S PERCENTAGE INTEREST: 100%      CERTIFICATE NO.:  S-1

<PAGE>

                               CLASS S CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing fixed rate,
balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date,
all REO Properties and revenues received in respect thereof, the mortgagee's
rights under the Insurance Policies, any Assignment of Leases, and any
guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Account, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE
OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT [_________________]

is the registered owner of the interest evidenced by this Certificate in the
Class S Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among GE Commercial Mortgage Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Special Servicer, the Primary Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

   This Certificate is one of a duly authorized issue of Certificates designated
as Certificates of the series specified on the face hereof (herein called the
"Certificates") and representing the percentage interest in the Class of
Certificates, in each case specified on the face hereof. The Certificates are
designated as the GE Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2006-C1 and are issued in twenty-eight classes
as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust Fund.

   This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.

   Pursuant to the terms of the Pooling and Servicing Agreement, distributions,
if any, on this Certificate shall be made by the Trustee to the extent and
subject to the limitations set forth in the Pooling and Servicing Agreement, on
the Distribution Date to the Person in whose name this Certificate is registered
as of the related Record Date. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.

   This Certificate represents a beneficial ownership interest in a portion of
the Trust Fund which is treated as a grantor trust for federal income tax
purposes, and represents an undivided beneficial interest in the right to Excess
Interest with respect to the Mortgage Loans and amounts as may be held from time
to time in the Excess Interest Distribution Account.

   The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Trustee, on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Certificate Account) or the Trustee (with respect
to the Distribution Account) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other income earned on funds (i) in the Certificate Account will be
paid to the Servicer and (ii) in the Distribution Account will be paid to the
Trustee as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account and
the Distribution Account shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
certain expenses incurred with respect to the servicing of the Mortgage Loans
and administration of the Trust Fund.

   All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Trustee with
wire instructions in writing at least five Business Days prior to the related
Record Date, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.

   Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(j) of the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it deems appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Trustee as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 4.01(j) of the Pooling and
Servicing Agreement.

   As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized Denominations will be issued to the designated transferee or
transferees.

   Subject to the terms of the Pooling and Servicing Agreement, the Class X-W
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates will be issued in book-entry form through
the facilities of DTC in Denominations of not less than $10,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. Subject to the terms
of the Pooling and Servicing Agreement, the Non-Registered Certificates (other
than the Class X-W, Class S and Residual Certificates) will be issued in
book-entry form through the facilities of DTC in Denominations of not less than
$250,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. The
Class R, Class LR and Class S Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the Transferor or Transferee to the Certificate Registrar
as provided in Section 5.02(b) of the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. With respect to
any transfer or exchange of any Certificate, the Certificate Registrar may
require payment by each Transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer or
exchange.

   The Depositor, the Trustee, the Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Trustee, the Servicer, the Special Servicer, the Certificate
Registrar or any such agents shall be affected by any notice to the contrary.

   The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer and the Trustee, without the
consent of any of the Certificateholders or the holder of any Serviced Pari
Passu Loan or Serviced B Note: (a) to cure any ambiguity; (b) to cause the
provisions therein to conform or be consistent with or in furtherance of the
statements made with respect to the Certificates, the Trust or the Pooling and
Servicing Agreement in the Private Placement Memorandum or the Prospectus or to
correct or supplement any provisions therein or in the Pooling and Servicing
Agreement, that may be inconsistent with any other provision therein or in the
Pooling and Servicing Agreement, or to correct any error; (c) to maintain the
rating or ratings assigned to each Class of Certificates by each Rating Agency;
(d) to modify, eliminate or add to any of its provisions to such extent as shall
be necessary to maintain the qualification of (i) the Trust Fund, the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC, (ii) each Grantor Trust as a grantor
trust (at all times that any Certificate is outstanding) or (iii) any trust fund
in which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC
(at all times that any related securities are outstanding) or to avoid or
minimize the risk of the imposition of any tax on the Trust Fund, the Lower-Tier
REMIC or the Upper-Tier REMIC pursuant to the Code that would be a claim against
the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC; provided that, the
Trustee has received an Opinion of Counsel addressed to the parties to the
Pooling and Servicing Agreement (at the expense of the party requesting the
amendment) to the effect that (i) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (ii) such action will not adversely affect in any material
respect the interests of any Certificateholder or any holder of a related
Serviced Pari Passu Loan or Serviced B Note; (e) to change the timing and/or
nature of deposits into the Certificate Account, any Serviced Whole Loan
Custodial Account, the Distribution Account or REO Account or to change the name
in which the Certificate Account or any Serviced Whole Loan Custodial Account is
maintained, provided that (i) the P&I Advance Date shall in no event be later
than the related Distribution Date, (ii) such change shall not, as evidenced by
an Opinion of Counsel addressed to the parties to the Pooling and Servicing
Agreement (at the expense of the party requesting the amendment), adversely
affect in any material respect the interests of any Certificateholder or the
holder of any Serviced Pari Passu Loan or Serviced B Note and (iii) such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates or any Class of
Serviced Pari Passu Loan Securities, as evidenced by a letter from each Rating
Agency to such effect; (f) to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that, such change shall not, as
evidenced by an Opinion of Counsel addressed to the parties to the Pooling and
Servicing Agreement, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier
REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Non-U.S. Person; (g) to make any other provisions with respect
to matters or questions arising under the Pooling and Servicing Agreement which
shall not be materially inconsistent with the provisions of the Pooling and
Servicing Agreement or any other change, provided that, such action shall not
adversely affect in any material respect the interests of any Certificateholder
or any holder of a related Serviced Pari Passu Loan or Serviced B Note not
consenting thereto as evidenced by an Opinion of Counsel or by written
confirmation from the Rating Agencies to the effect that the change would not
result in the downgrade, withdrawal or qualification of the then-current rating
assigned to any Class of Certificates or any Class of Serviced Pari Passu Loan
Securities and (h) to amend or supplement any provision in the Pooling and
Servicing Agreement to the extent necessary to maintain the rating or ratings
assigned to each Class of Certificates by each applicable Rating Agency and any
other applicable rating agency; provided that, such change shall not result in
the downgrade, withdrawal or qualification of the then-current rating assigned
to any Class of Certificates or any Class of Serviced Pari Passu Loan
Securities, as evidenced by a letter from each applicable Rating Agency and any
other applicable rating agency to such effect.

   The Pooling and Servicing Agreement may also be amended from time to time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to the holder of any Serviced Pari Passu Loan or Serviced B
      Note, without the consent of such holder of any Serviced Pari Passu Loan
      or Serviced B Note; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding or the voting rights of the holder of any
      Serviced Pari Passu Loan or Serviced B Note, without the consent of such
      holder of any Serviced Pari Passu Loan or Serviced B Note; or

            (iv) modify the definition of Servicing Standard without the consent
      of the Holders of all Certificates then outstanding and the consent of the
      holder of any related Serviced Pari Passu Loan or Serviced B Note; or

            (v) amend Section 11.01 of the Pooling and Servicing Agreement.

   No amendment shall be made to the Pooling and Servicing Agreement unless the
Trustee shall have received an Opinion of Counsel that such amendment is
permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, each
Grantor Trust to fail to qualify as a grantor trust, cause any trust fund in
which a Serviced Pari Passu Loan or Serviced B Note is included as a REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the Trust
Fund, the Upper-Tier REMIC or Lower-Tier REMIC.

   The Sole Certificateholder will have the option, upon 60 days' prior notice
given to each of the parties to the Pooling and Servicing Agreement, which
notice the Trustee is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to exchange all of its Certificates (other than the Class S and Residual
Certificates) for all of the Mortgage Loans and each REO Property (or beneficial
interest in the Mortgaged Property under a Non-Serviced Mortgage Loan) remaining
in the Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Certificate Balance of the Offered Certificates, the Class F
Certificates, the Class G Certificates, the Class H Certificates and the Class J
Certificates is reduced to zero.

   If the Sole Certificateholder chooses not to exercise such right, or if the
aggregate Certificate Balance of the Offered Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates and the Class J Certificates has not been reduced to zero, the
Servicer or the Special Servicer (in that order) will have the option, upon 60
days' prior notice given to the Trustee, and each of the parties to the Pooling
and Servicing Agreement, which notice the Trustee is required to promptly
forward to Certificateholders and Rating Agencies in the manner set forth in the
Pooling and Servicing Agreement, to purchase all, but not less than all, of the
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
any REO Loans remaining in the Trust Fund is less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

   Subject to Section 9.02 of the Pooling and Servicing Agreement, the
obligations created by the Pooling and Servicing Agreement and the Trust Fund
created thereby (other than the obligation of the Trustee to provide for and
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

   Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

<PAGE>

   THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

   IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to
be duly executed under this official seal.

                                         LASALLE BANK NATIONAL ASSOCIATION, not
                                         in its individual capacity but solely
                                         as Certificate Registrar under the
                                         Pooling and Servicing Agreement.


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE


Dated:  March 23, 2006


                          CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         Authenticating Agent


                                         By:__________________________________
                                            AUTHORIZED REPRESENTATIVE

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                            (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                    (State)

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
     (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________

the within Certificate and does hereby irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                         _______________________________________
      Dated:_________________            NOTICE:    The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of this
                                         Certificate in every particular without
                                         alteration or enlargement or any change
                                         whatever.

_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or ___________________________,
as its agent.

<PAGE>


                                    EXHIBIT B

               GE COMMERCIAL MORTGAGE CORPORATION, SERIES 2006-C1

                             MORTGAGE LOAN SCHEDULE


<TABLE>
<CAPTION>
    ID                             Property Name
 --------   --------------------------------------------------------------
<S>         <C>
     1      277 Park Avenue
     2      KinderCare Portfolio
  Rollup    Beyman Multifamily Portfolio III
     3      Empirian at Waterford Place
     4      Carrington Place
     5      Cordova Apartments
     6      33 Washington
     7      James Center
     8      Level 3 Communications
     9      Grand Marc at Riverside
    11      Pegasus - GMH
    12      Atlanta Mall Area Portfolio
   12.1     Stonecrest Shopping Center
   12.2     Destination Home & Georgia Backyard
    13      Embassy Suites
    14      Michelin North America
    15      Broadstone Plaza
    16      Yosemite Park
    17      Messina & Palermo Apartments
   17.1     Messina Apartments and Two Retail Buildings
   17.2     Palermo Apartments
    18      Marriott Saratoga
    19      Park Village
    20      Storage Express Portfolio
   20.1     Storage Express - Lauderhill
   20.2     Storage Express - Pompano Beach
    21      Raley's Stockton
    22      Mission Bellevue Ridge
    23      Walden Creek Apartments
    24      Concorde Centre II
    25      Copans Commerce Depot
    26      Sojourn & Lakeview Portfolio
   26.1     Lakeview
   26.2     Sojourn
    27      Courthouse Crossing
    28      Self Storage I - Honolulu, HI
    29      American Heritage Plaza
    30      The Preserve at Woods Lake Apartments
    31      248-254 East Fordham Road
    32      University Commons-Norman
    33      ENN 3 - Hilton Garden Inn
    34      707 S. Garfield Avenue
    35      Sedgewood
    36      68-74 Thompson Street
    37      Hampton Inn & Suites - West Ashley
    38      AAA Quality Self Storage
    39      Conyers Crossroads-Phase II
    40      Oak Tree Village
    41      Mt. Pleasant Hampton Inn & Suites
    42      Overbrook Plaza
    43      Peter Harris Plaza
    44      Victorian Village Townhomes
    45      Abby Self Storage
    46      Residence Inn - Mt. Pleasant, SC
    47      Sunpointe Apartments
    48      Georgian Place
    49      Avenel - Extra Space Self Storage
    50      Regency Manor MHC
    51      Shoppes of Murray
    52      A1 Self Storage Santa Rosa
    53      Lockaway Vallejo & San Leandro
   53.1     Lockaway San Leandro
   53.2     Lockaway Vallejo
    54      Quarry Hill MHC
  Rollup    Lopez/Hunt Retail Portfolio
    55      Porter Commons
    56      The Shoppes at Rockwood
    57      Ridge Park Center
    58      The Hamilton
    59      1630 Welton Street
    60      Syracuse Portfolio
   60.1     Chestnut Crossing
   60.2     The James
    61      Lincoln Park Self Storage
    62      Bali Hai - Lakeshore
    63      Anderson Pavilion
    64      Rotter MHP Portfolio
   64.1     Little Flowers Estates
   64.2     Whispering Pines
    65      Lake Arbor Plaza Shopping Center
    66      Knight Chase Apartments
    67      South Street Self Storage
    68      Sahara Hart
    69      Emerald Plantation
    70      Lexington Mini Storage
    71      Shoppes at St.Lucie West
    72      White Marsh Self Storage
    73      ENN 4 - Springhill Suites
    74      Power Self Storage- Industry
    75      Pleasant Lake RV Resort Community
    76      Devon SS - Falls Road
    77      ENN 6 - Residence Inn
    78      Devon SS - Cockeysville
    79      Fox Hills/Parkside/Driftwood Mobile Home Community Portfolio
   79.1     Driftwood Village Mobile Home Community
   79.2     Parkside Mobile Home Community
   79.3     Fox Hills Mobile Home Community
    80      ENN 2 - Courtyard by Marriott
    81      Market Place Shopping Center
    82      City Centre
    83      Outback Self Storage
    84      400 Broadway
    85      Southlawn
    86      Storage One Cheyenne
    87      Hidden Lake Apartments
    88      Holiday Inn - Long Beach
    89      Redhawk Medical Center
    90      Spring Hill Self Storage
    91      Brentwood Shoppes
    92      WWG-EZ Access SS
    93      The Village Townhomes
    94      Spalding Triangle
    95      Bay Area Self Storage
    96      Amberglen Marketplace
    97      Mesa Plaza
    98      Simply Storage Portfolio
   98.1     Simply Storage-Short Pump
   98.2     Simply Storage-Ashland
    99      A1 Self Storage - Mission Valley II (Frazee Rd)
    100     A Storage Place - Evergreen
    101     Bremen Crossing
    102     A Storage Place - Rialto
    103     College Park Storage Center
    104     Huntcrest  Market
    105     Brookstone Village Apartments
    106     Leslie's Poolmart Industrial
    107     Fountain Place
    108     808 & 816 East Main Street
    109     Weston Ranch - Sterling
    110     Madison Service Commercial Center
    111     Palm View Gardens RV Resort
    112     Hamilton Mill Plaza
    113     Devon SS - Woodfield
    114     Kenmore Self Storage
    115     Storage Xxtra Hwy 278
    116     A Storage Place - Ft. Collins
    117     Braker Storage
    118     Anchor Storage
    119     Yuciapa Self Storage
    120     Duluth Super Wal-Mart Shadow
    121     Walgreens - Pueblo, CO
    122     DTC Self Storage
    123     Walgreens - Otsego
    124     Budget Self Storage
    125     The Shops at Santa Barbara I
    126     First Storage Dunwoody
    127     Walgreens - San Angelo
    128     A-1 Self Storage Oceanside II
    129     Prairie Grove and Willow Grove MHCs
    130     Meadowlark Mobile Homes Estates
    131     Walgreens - Key Largo
    132     Springfield Meadows
    133     A1 Self Storage Mission Valley III (Murray Rd)
    134     BullsEye Storage Gulfgate
    135     Camp Bowie Self Storage
    136     Missouri Flat Self Storage
    137     Stor It 4 Less
    138     Shops at Weston Ranch - Sterling
    139     Almond Tree Storage
    140     Douglasville MOB
    141     Coachella Valley
    142     Additional Self Storage Burton Road East
    143     Patio Gardens MHP
    144     Fairview MHC
    145     A-1 Self Storage Oceanside I
    146     The Shops at Santa Barbara II

<CAPTION>
    ID      Sponsor
 --------   --------------------------------------------------------------------------------------------
<S>         <C>
     1      Estate of Stanley Stahl
     2      KinderCare Learning Centers, Inc.; Knowledge Learning Corporation
  Rollup    Ezra Beyman, Samuel Weiss
     3      Ezra Beyman, Aaron Silberstien, Samuel Weiss
     4      Ezra Beyman, Samuel Weiss
     5      Ezra Beyman, Samuel Weiss
     6      Clifford Stein
     7      Joseph Jerome
     8      Level 3 Communications, Inc.
     9      GMH Communities Trust, Gary M. Holloway, Vornado Realty Trust, College Park Investments, LLC
    11      GMH Communities Trust, Gary M. Holloway, Vornado Realty Trust, College Park Investments, LLC
    12      Stephen P. Hayman, Alan J. Hayman
   12.1
   12.2
    13      Hilton Hotels, Inc., Duke Street Partnership, The Oliver Carr Company
    14      First Industrial, L.P.
    15      Alan C. Fox
    16      Fox General Indemnitor II, LLC, Alan Fox
    17      Jones, Craig D.
   17.1
   17.2
    18      John Eric King & Donald R. Led Duke
    19      Hyung Ho Lee
    20      Hus, Edna; Hus, Elyezer
   20.1
   20.2
    21      Brown, Michael
    22      Mission Residential, LLC; Finlay Partners LLC
    23      Henry P. Persons, III
    24      Richard Goldberg
    25      Clifford Stein
    26      Douglas L. Swenson
   26.1
   26.2
    27      Joseph Brachfeld, Yeshiya Schon, Shlomo Schon
    28       Watson & Taylor USA, LLC, U.S. Advisor, LLC
    29      Moussa Shanya, Houshang Shabani, Hanina Mathalon
    30      Charles R. Patty, Jr., Jeffrey L. Stein
    31      James Khezrie, Ezra Khezrie, Gabriel Ezra Khezrie
    32      College Park Investments LLC
    33      Equity Inns Partnership, L.P.
    34      Lin, Matthew Y.C.
    35      Warwick Company
    36      Joseph Nabavi
    37      Michael Bennett
    38      Pritchett, Henry L.
    39      JP Morgan Income & Growth Fund, New Plan Excel Realty Trust Inc.
    40      MHC Operating Limited Partnership
    41      Michael Bennett
    42      Samual Friedler
    43      Peter H. Elitzer
    44      Mills, Kirk R.
    45      Pechter, Martin; FEMC, LP
    46      Michael Bennett
    47      Barry Eibschutz, Marla Gropper, Stephen L. Brenneke, T. Barry Brenneke, Fred Hochberg, Terrence P. Bean
    48      Terrell M. Rhye
    49      Extra Space Storage LLC
    50      James W. Soboleski, Benjamin L. Kadish
    51      Luther Gary Waller
    52      James L. Ledwith
    53      Clark Porter, William W. Hobin, Timothy B. Hobin
   53.1
   53.2
    54      Joseph I. Wolf, Michael Flesh, Robert Tom Flesch
  Rollup    Edgar Lopez, Jack Hunt
    55      Edgar Lopez, Jack Hunt
    56      Edgar Lopez, Jack Hunt
    57      Edgar Lopez, Jack Hunt
    58      J. Jeffrey Riggs; Bryan Stern
    59      James Boyd
    60      Michael Silberberg, Berel Karniol
   60.1
   60.2
    61      Gray Cardiff
    62      Joseph I. Wolf, Robert T. Flesh, Michael Flesch
    63      Kenneth L. Shimm
    64      Jeffrey Rotter
   64.1
   64.2
    65      CNA Enterprises, Inc.
    66      John Knight, Sr, Gary Scott Knight, Christopher Knight, (Jay) John Perry Knight, Jr
    67      See Footnote (28)
    68      Russell Hart
    69      G. Smedes York
    70      Jeffery and Juli Ditty, Donald Putnam
    71      Barry Ross, William Matz
    72      William H. Munn
    73      Equity Inns Partnership, L.P.
    74      Nicholas Limer, John McDonald
    75      Harry Seidner, Sion Tesone, Gabriel Markovich
    76      Kenneth E Nitzberg, Kelly Gallacher
    77      Equity Inns Partnership, L.P.
    78      Kenneth E Nitzberg, Kelly Gallacher
    79      Jack Olof
   79.1
   79.2
   79.3
    80      Equity Inns Partnership, L.P.
    81      Youssef S. Hafez, Maher M. Hafez
    82      Charles R. Patty, E. Polk Kellam, Jr.
    83      Bennett V. York
    84      Gary Spirer
    85      Richard E. Ward II, Carrie Ward Accardi, Michael L. Accardi
    86      Barry R. Moore, Robert R. Black Sr.
    87      Michael G. Peterson
    88      Ashok Israni
    89      Donald R. Klein
    90      Clifford  S. Smith
    91      Harvey E. Kroiz, Irwin N. Kroiz
    92      Bill Hobin, Tim Hobin, Clark Porter
    93      Douglas L. Swenson
    94      Philip H. Weener, J. David Jones, Jr.
    95      U.S. Advisor, LLC, Watson & Taylor Management, Inc.
    96      Leonard Gionet, Adam Monshi
    97      Don P. Miller II
    98      G. Thomas King, IV, Mark F. O'Neil, Thomas J. Folliard, IV
   98.1
   98.2
    99      Brian R. Caster, Terrence R. Caster
    100     Darryl Flaming
    101     Simon H. Ahn
    102     Darryl Flaming
    103     Turner, Patricia L.
    104     Blair G. Schlossberg, Larry J. Ledbetter, Douglas C. Davidson
    105     College Park Investments LLC
    106     Michael B. Flesch, Robert T. Flesh
    107     David S. Wolfe
    108     Allen, John B.
    109     Smith, Kathryn R.
    110     Don Veasey
    111     Maurice Wilder
    112     Ben F. Kushner, Warren Steinberg
    113     Kenneth E. Nitzberg, Kelly Gallacher
    114     William Evan Foster
    115     Fred D. Rickman, Jr.
    116     Darryl B. Flaming
    117     Roger L. Duck
    118     William R. Fieldstead, Larry G. Estes, Rodger Noel
    119     Scott Flaming
    120     Rajeshwar Dutt Sharma
    121     Jain, Sharda
    122     Donald E. Siecke
    123     Jain, Sharda
    124     Richard B. Bennett, James R. Bennett
    125     OJ Buigas
    126     J. Craig Harper, John Hardy Jones
    127     Jain, Sharda
    128     Terrence R. Caster
    129     James Soboleski, Benjamin Kadish
    130     A. Ronald Cunning
    131     Stringer, Dale D.
    132     Kamal H. Shouhayib
    133     Brian R. Caster, Terrence Caster
    134     M. Peter Morris
    135     Roger Duck
    136     Christopher Strohm, James Bradford
    137     Ara Aghajanian
    138     Smith, Kathryn R.
    139     Cortney, Suzanne
    140     R. Lindsey Warren
    141     Art Flaming
    142     Brandon M.Dawson, Earl Morley Jr., Cynthia L. Dawson Austin, Edwin J. Kawaski
    143     Dean Peterson, Nan Peterson
    144     Jack O. Olof
    145     Brian R. Caster
    146     OJ Buigas

<CAPTION>
    ID      Address
 --------   -------------------------------------------------------------------------------------
<S>         <C>
     1      277 Park Avenue
     2      Various
  Rollup    Various
     3      8037 Waterford Circle
     4      1825 Carrington Oaks Drive
     5      8546 Prestine Loop
     6      33 Washington Street
     7      901, 1021 & 1051 East Cary Street
     8      1025 Eldorado Boulevard
     9      3549 Iowa Road
    11      11841 Jefferson Commons Circle
    12      Various
   12.1     7300, 7310, 7342 Stonecrest Concourse; 2980 Stonecrest Pass; 7105 Stonecrest Parkway
   12.2     1955 & 1995 Mall of Georgia Boulevard
    13      1900 Diagonal Road
    14      8800 Citypark Loop
    15      2791 E. Bidwell Street
    16      9090 East Philips Place
    17      Various
   17.1     65 W. Dayton Street, 60 and 70 West Green Street
   17.2     22 West Green Street
    18      11 Excelsior Avenue
    19      2550 Pleasant Hill Road
    20      Various
   20.1     7400 West Oakland Park Boulevard
   20.2     500 Green Road
    21      2309, 2323, 2339, 2415 West Hammer Lane
    22      100 Belle Valley Drive
    23      100 Walden Creek Way
    24      2999 Northeast 191st Street
    25      1301 West Copans Road
    26      Various
   26.1     1199 South Belt Line Road
   26.2     4450 Sojourn Drive
    27      10 North Ludlow Street
    28      438 Kamakee Street
    29      Lincoln Avenue and US Highway 491
    30      412 Woods Lake Road
    31      248-254 East Fordham Road
    32      1111 Oak Tree Avenue
    33      12600 University Drive
    34      707 S. Garfield Avenue
    35      3920 Knickerbocker Parkway
    36      68-74 Thompson Street
    37      678 Citadel Haven Drive
    38      3390 Long Beach Boulevard
    39      1448-1522 Dogwood Drive Southeast
    40      254 Sandalwood Avenue
    41      1104 Isle of Palms
    42      5610 Lancaster Avenue
    43      952 Troy-Schnectady Road
    44      11969 Continental Drive
    45      10451 NW 33 Street
    46      1116 Isle of Palms
    47      900 Southeast Park Crest Avenue
    48      1700 Creek Valley
    49      1420 Rahway Avenue
    50      7085 Bloomfield Road
    51      600 & 650 North 12th Street
    52      2868-2872 Dutton Meadow
    53      Various
   53.1     1100 Davis Street
   53.2     1080 Magazine Street
    54      11789 Main Road
  Rollup    Various
    55      3710 East Main Street
    56      110 South Rockwood Road
    57      1907 West Parker Road
    58      2200 Panther Trail
    59      1630 Welton Street
    60      Various
   60.1     923, 941-947 James Street
   60.2     600 James Street
    61      2001 North Elston Avenue
    62      5205 Kailua Lane
    63      16742 Soutwest Freeway
    64      Various
   64.1     1887 Delsea Drive
   64.2     5296, 125, & 141 Delsea Drive
    65      7503-7577 West 80th Avenue
    66      7195 Hannover Parkway North
    67      2323 South Street
    68      7875 West Sahara Avenue
    69      8700 Emerald Drive
    70      285 Ruccio Way
    71      1718- 1748 Southwest Street Lucie West Boulevard
    72      8115 Perry Hills Road
    73      2 Buckstone Place
    74      16408 Gale Avenue
    75      6633 53rd Avenue East (SR 70)
    76      3634 Falls Road
    77      1310 Airport Road
    78      11150 York Road
    79      Various
   79.1     5405 NW Pacific Coast Highway
   79.2     3950 N. Coburg Road
   79.3     61030 Lodgepole Drive
    80      411 Holiday Drive
    81      9936 Stephen Decatur Highway
    82      233 East City Hall Avenue
    83      719 Beal Parkway
    84      400 Broadway
    85      20 Southlawn Court
    86      9770 West Cheyenne Avenue
    87      5419 110th Street Southwest
    88      1133 Atlantic Avenue
    89      44274 George Cushman Court
    90      150 Springhill Drive
    91      221-227 North Pottstown Pike
    92      750 Umi Street
    93      308-536 North Brentwood & 516-536 North Chicago
    94      5655 NE Spalding Drive, 3790 Data Drive
    95      235 Kirby Road
    96      2302-2398 Northwest Amberbrook Drive
    97      8014-8020 Mesa Drive
    98      Various
   98.1     4475 Pouncey Tract Road
   98.2     423 South Washington Highway
    99      1501 Frazee Road
    100     29309 Industrial Way
    101     3870-3998 Bremen Crossing
    102     313 S. Riverside Avenue
    103     1420 North Orange Blossom Trail
    104     1064 Old Peachtree Road
    105     416-440 Racine Drive
    106     4202 Dan Morton Drive
    107     5400 Poplar Avenue
    108     808 & 816 East Main Street
    109     3538 & 3550 Manthey Road
    110     27310 Madison Avenue
    111     3331 Gail Boulevard
    112     3421 Ridge Road
    113     18830 Woodfield Road
    114     18716 68th Avenue Northeast
    115     5754 Wendy Bagwell Pkwy
    116     232 East County Road 30
    117     2607 West Braker Lane
    118     6121 172nd Street Northeast
    119     35056 County Line Road
    120     2615 Pleasant Hill Road
    121     1520 West 4th Street
    122     7326 South Yosemite Street
    123     1277 Allegan Street
    124     4025 East WT Harris Boulevard
    125     2311 Santa Barbara Boulevard
    126     8711 Dunwoody Place
    127     12 North Abe Street
    128     3040 Oceanside Boulevard
    129     3319 Ridgewood Avenue and 3401 Ridge Avenue
    130     12152 Trasak Avenue
    131     99551 Overseas Highway
    132     4100 Troy Road
    133     1550 Murray Canyon Road
    134     7300 South Loop East
    135     6471 Camp Bowie
    136     4680 Missouri Flat Road
    137     9327 San Fernando Road
    138     3526 Manthey Road
    139     725 Ralroad Avenue
    140     6043 Prestley Mill Road
    141     46148 Marilyn Street
    142     11300 Northeast 28th Street
    143     318 South Crimson Road
    144     1120 Fairview Drive
    145     1783 South Oceanside Boulevard
    146     2221 Santa Barbara Boulevard

<CAPTION>
                                                              Net                     Cut-off        Original      Stated Remaining
                                                  Interest  Interest    Original       Date      Term to Maturity  Term to Maturity
  ID      City               State   Zip Code       Rate      Rate       Balance      Balance     or APD (mos.)     or APD (mos.)
------    -----------------  -----   --------      ------   --------  -----------   -----------  ----------------  ----------------
<S>       <C>                <C>     <C>           <C>      <C>       <C>           <C>          <C>               <C>
   1      New York             NY      10172       4.495%    4.473%   190,000,000   190,000,000        120               115
   2      Various           Various   Various      5.236%    5.174%   150,000,000   149,625,000        120               117
Rollup    Various           Various   Various      5.792%    5.761%    82,850,000    82,850,000        120               120
   3      Memphis              TN      38125       5.790%    5.759%    30,320,000    30,320,000        120               120
   4      Charlotte            NC      28217       5.796%    5.765%    28,290,000    28,290,000        120               120
   5      Cordova              TN      38018       5.790%    5.759%    24,240,000    24,240,000        120               120
   6      Newark               NJ      07102       5.170%    5.149%    54,999,999    54,999,999        120               117
   7      Richmond             VA      23219       5.220%    5.189%    50,000,000    50,000,000        120               118
   8      Broomfield           CO      80021       5.420%    5.389%    45,000,000    45,000,000         60                55
   9      Riverside            CA      92507       5.500%    5.479%    42,090,680    42,090,680        120               118
  11      Orlando              FL      32826       5.220%    5.199%    29,914,000    29,914,000         60                58
  12      Various              GA     Various      5.590%    5.569%    29,120,000    29,120,000        120               119
 12.1     Lithonia             GA      30038                           19,360,000    19,360,000
 12.2     Buford               GA      30519                            9,760,000     9,760,000
  13      Alexandria           VA      22314       5.300%    5.279%    28,000,000    28,000,000        120               118
  14      Houston              TX      77013       5.579%    5.558%    24,500,000    24,500,000        120               119
  15      Folsom               CA      95630       5.570%    5.549%    24,225,000    24,225,000        120               118
  16      Centennial           CO      80112       5.130%    5.109%    22,000,000    22,000,000        120               113
  17      Pasadena             CA      91105       5.284%    5.263%    20,000,000    19,951,392        120               118
 17.1     Pasadena             CA      91105                           11,144,771    11,117,685
 17.2     Pasadena             CA      91105                            8,855,229     8,833,707
  18      Saratoga Springs     NY      12866       5.675%    5.644%    18,500,000    18,500,000        120               120
  19      Duluth               GA      30096       5.650%    5.569%    18,000,000    17,958,798        120               118
  20      Various              FL     Various      5.444%    5.423%    17,685,000    17,685,000        120               119
 20.1     Lauderhill           FL      33319                           12,585,000    12,585,000
 20.2     Pompano Beach        FL      33064                            5,100,000     5,100,000
  21      Stockton             CA      95209       5.565%    5.544%    16,250,000    16,227,406        120               119
  22      Nasvhille            TN      37209       5.648%    5.617%    15,000,000    15,000,000        120               119
  23      Greenville           SC      29615       5.530%    5.509%    14,500,000    14,500,000        120               118
  24      Aventura             FL      33180       5.770%    5.749%    14,200,000    14,200,000        120               118
  25      Pompano Beach        FL      33064       5.040%    5.019%    13,900,000    13,900,000        120               118
  26      Various              TX     Various      5.760%    5.739%    13,475,000    13,475,000        120               118
 26.1     Coppell              TX      75019                            7,239,085     7,239,085
 26.2     Addison              TX      75001                            6,235,915     6,235,915
  27      Dayton               OH      45402       5.741%    5.710%    12,700,000    12,700,000        120               120
  28      Honolulu             HI      96814       5.690%    5.669%    12,573,400    12,573,400        120               120
  29      Gallup               NM      87301       5.727%    5.696%    12,200,000    12,200,000        120               120
  30      Greenville           SC      29607       5.470%    5.449%    12,000,000    12,000,000        120               117
  31      Bronx                NY      10458       5.680%    5.649%    12,000,000    12,000,000        120               120
  32      Norman               OK      73072       5.363%    5.342%    11,728,950    11,728,950        120               120
  33      Ft. Myers            FL      33907       5.440%    5.419%    11,490,000    11,435,606        120               117
  34      Alhambra             CA      91801       5.450%    5.429%    11,000,000    10,984,516        120               119
  35      Raleigh              NC      27612       5.485%    5.454%    10,900,000    10,900,000        120               119
  36      New York             NY      10012       5.548%    5.517%    10,250,000    10,250,000        120               119
  37      Charleston           SC      29414       5.560%    5.539%    10,125,000    10,125,000        120               118
  38      Long Beach           CA      90807       5.425%    5.404%    10,000,000    10,000,000        120               119
  39      Conyers              GA      30013       5.260%    5.239%     9,750,000     9,750,000         99                96
  40      Portage              IN      46368       5.317%    5.295%     9,680,000     9,680,000        120               117
  41      Mt. Pleasant         SC      29464       5.690%    5.669%     9,000,000     9,000,000         84                82
  42      Philadephia          PA      19131       5.700%    5.669%     9,000,000     9,000,000        120               120
  43      Latham               NY      12110       5.860%    5.799%     8,900,000     8,880,317        120               118
  44      St. Louis            MO      63138       5.592%    5.571%     8,800,000     8,800,000        120               119
  45      Miami                FL      33172       5.865%    5.844%     8,780,000     8,780,000         84                83
  46      Mt. Pleasant         SC      29464       5.560%    5.539%     8,525,000     8,525,000        120               118
  47      Vancouver            WA      98683       5.630%    5.609%     8,500,000     8,500,000        120               120
  48      Augusta              GA      30909       5.500%    5.479%     8,400,000     8,380,294        120               118
  49      Avenel               NJ      07001       5.240%    5.219%     8,080,000     8,080,000        120               117
  50      Des Moines           IA      50320       5.660%    5.639%     8,051,000     8,051,000        120               118
  51      Murray               KY      42071       5.500%    5.419%     8,000,000     7,981,233        120               118
  52      Santa Rosa           Ca      95407       5.720%    5.699%     7,968,000     7,949,969        120               118
  53      Various              CA     Various      5.370%    5.349%     7,917,000     7,917,000        120               117
 53.1     San Leandro          CA      94577                            5,167,000     5,167,000
 53.2     Vallejo              CA      94577                            2,750,000     2,750,000
  54      Akron                NY      14001       5.650%    5.629%     7,650,000     7,650,000        120               119
Rollup    Various              AR     Various      5.680%    5.659%     7,589,000     7,589,000        120               118
  55      Blytheville          AR      72315       5.680%    5.659%     3,093,000     3,093,000        120               118
  56      Cabot                AR      72023       5.680%    5.659%     2,784,000     2,784,000        120               118
  57      Jonesboro            AR      72404       5.680%    5.659%     1,712,000     1,712,000        120               118
  58      Austin               TX      78704       5.759%    5.728%     7,400,000     7,400,000         60                58
  59      Denver               CO      80202       6.088%    6.057%     7,300,000     7,290,385         60                59
  60      Syracuse             NY      13203       5.880%    5.849%     7,280,000     7,280,000        120               119
 60.1     Syracuse             NY      13203                            5,600,000     5,600,000
 60.2     Syracuse             NY      13203                            1,680,000     1,680,000
  61      Chicago              IL      60614       5.670%    5.649%     7,292,000     7,275,363        120               118
  62      Orlando              FL      32812       5.350%    5.329%     7,275,000     7,275,000        120               118
  63      Anderson             SC      29621       5.660%    5.639%     7,100,000     7,100,000        120               120
  64      Vineland             NJ     Various      5.687%    5.656%     7,100,000     7,100,000        120               120
 64.1     Vineland             NJ      08360                            5,660,000     5,660,000
 64.2     Vineland             NJ      08328                            1,440,000     1,440,000
  65      Arvada               CO      80003       5.805%    5.784%     7,000,000     7,000,000        120               120
  66      Stockbridge          GA      30281       5.570%    5.499%     6,813,000     6,797,199        120               118
  67      Long Beach           CA      90805       5.330%    5.309%     6,750,000     6,750,000        120               116
  68      Las Vegas            NV      89117       5.710%    5.679%     6,750,000     6,750,000        120               120
  69      Emerald Isle         NC      28594       5.934%    5.903%     6,550,000     6,550,000        120               120
  70      Lexington            KY      40503       5.600%    5.579%     6,500,000     6,500,000        120               118
  71      Port St. Lucie       FL      34986       5.670%    5.649%     6,300,000     6,300,000        120               119
  72      White Marsh          MD      21236       5.400%    5.379%     6,200,000     6,200,000        120               117
  73      Asheville            NC      28805       5.440%    5.419%     6,050,000     6,021,359        120               117
  74      City of Industry     CA      91745       5.660%    5.639%     5,950,000     5,936,403        120               118
  75      Bradenton            FL      34203       5.240%    5.219%     5,900,000     5,900,000        120               116
  76      Baltimore            MD      21211       5.560%    5.539%     5,887,000     5,855,789        120               115
  77      Jacksonville         FL      32218       5.440%    5.419%     5,879,000     5,851,169        120               117
  78      Cockeysville         MD      21030       5.670%    5.649%     5,700,000     5,700,000        120               115
  79      Various              OR     Various      5.670%    5.649%     5,700,000     5,686,995         60                58
 79.1     Waldport             OR      97394                            1,970,000     1,965,505
 79.2     Eugene               OR      97408                            1,960,000     1,955,528
 79.3     Bend                 OR      97702                            1,770,000     1,765,962
  80      Dalton               GA      30720       5.440%    5.419%     5,495,000     5,468,987        120               117
  81      West Ocean City      MD      21842       5.520%    5.439%     5,472,000     5,446,047        120               118
  82      Norfolk              VA      23510       5.550%    5.529%     5,285,000     5,285,000        120               120
  83      Fort Walton Beach    FL      32547       5.240%    5.219%     5,200,000     5,174,632        120               117
  84      Paterson             NJ      07501       5.390%    5.369%     5,117,000     5,117,000        120               120
  85      Rockville            MD      20850       5.550%    5.489%     5,100,000     5,088,133        120               118
  86      Las Vegas            NV      89129       5.730%    5.709%     5,023,000     5,011,652        120               118
  87      Lakewood             WA      98499       5.360%    5.339%     5,000,000     5,000,000        120               118
  88      Long Beach           CA      90813       5.900%    5.869%     5,000,000     5,000,000         60                60
  89      Temecula             CA      92592       5.710%    5.689%     5,000,000     5,000,000        121               121
  90      Grass Valley         CA      95945       5.630%    5.609%     5,000,000     4,993,096        120               119
  91      Exton                PA      19341       5.520%    5.499%     5,000,000     4,983,581        120               117
  92      Honolulu             HI      96819       5.730%    5.709%     4,900,000     4,900,000        120               118
  93      Lubbock              TX      79416       5.400%    5.379%     4,810,000     4,810,000        120               116
  94      Norcross             GA      30092       5.520%    5.459%     4,800,000     4,793,294        120               119
  95      Seabrook             TX      77586       5.728%    5.707%     4,762,500     4,762,500        120               118
  96      Hillsboro            OR      97006       5.630%    5.609%     4,700,000     4,700,000        120               117
  97      Austin               TX      78731       5.470%    5.449%     4,700,000     4,684,420        120               117
  98      Various              VA     Various      5.100%    5.019%     4,600,000     4,583,664        120               117
 98.1     Glen Allen           VA      23059                            3,295,000     3,283,298
 98.2     Ashland              VA      23005                            1,305,000     1,300,366
  99      San Diego            CA      92108       5.440%    5.419%     4,555,000     4,539,966        120               118
  100     Evergreen            CO      80439       5.320%    5.299%     4,500,000     4,500,000        120               118
  101     Bremen               GA      30110       5.640%    5.619%     4,500,000     4,489,683        120               118
  102     Rialto               CA      92376       5.140%    5.119%     4,300,000     4,300,000        120               117
  103     Orlando              FL      32804       5.628%    5.607%     4,250,000     4,244,130        120               119
  104     Lawrenceville        GA      30043       5.680%    5.659%     4,200,000     4,190,433        120               118
  105     Wilmington           NC      28403       5.380%    5.359%     4,141,237     4,141,237        120               119
  106     Dallas               TX      75236       5.630%    5.609%     4,100,000     4,100,000         84                84
  107     Memphis              TN      38119       5.700%    5.629%     4,000,000     4,000,000        120               118
  108     Alhambra             CA      91801       5.515%    5.444%     4,000,000     4,000,000        120               120
  109     Stockton             CA      95206       5.667%    5.556%     4,000,000     4,000,000        120               118
  110     Temecula             CA      92590       5.530%    5.509%     4,000,000     3,990,662        120               118
  111     Zephyrhills          FL      33541       5.680%    5.659%     4,000,000     3,989,747        120               119
  112     Buford               GA      30519       5.010%    4.929%     3,900,000     3,890,086        120               118
  113     Gaithersburg         MD      20879       5.780%    5.759%     3,900,000     3,883,698        120               116
  114     Kenmore              WA      98028       5.140%    5.119%     3,725,000     3,711,869        120               117
  115     Hiram                GA      30141       5.380%    5.359%     3,700,000     3,687,688        120               118
  116     Fort Collins         CO      80525       5.250%    5.229%     3,600,000     3,600,000        120               117
  117     Austin               TX      78758       5.790%    5.769%     3,600,000     3,600,000        120               118
  118     Arlington            WA      98223       6.110%    6.089%     3,568,000     3,563,311        120               119
  119     Yucaipa              CA      92399       5.720%    5.699%     3,500,000     3,500,000        120               117
  120     Duluth               GA      30096       5.660%    5.579%     3,485,000     3,477,036        120               118
  121     Pueblo               CO      81004       5.083%    5.062%     3,412,500     3,412,500        120               117
  122     Centennial           CO      80112       5.800%    5.779%     3,375,000     3,370,422        120               119
  123     Plainwell            MI      49080       5.400%    5.379%     3,204,500     3,204,500        120               116
  124     Charlotte            NC      28215       5.540%    5.519%     3,200,000     3,200,000        120               118
  125     Cape Coral           FL      33991       5.070%    5.049%     3,200,000     3,188,573        120               117
  126     Atlanta              GA      30350       5.800%    5.779%     3,100,000     3,100,000        120               117
  127     San Angelo           TX      76903       5.106%    5.085%     3,100,000     3,100,000        120               116
  128     Oceanside            CA      92054       5.440%    5.419%     3,075,000     3,064,851        120               118
  129     Springfield          IL      62702       5.490%    5.469%     3,050,000     3,050,000        120               116
  130     Garden Grove         CA      92843       5.430%    5.409%     3,000,000     2,992,881         84                82
  131     Key Largo            FL      33037       5.769%    5.748%     3,000,000     2,990,600        180               177
  132     Springfield          OH      45502       5.170%    5.149%     2,800,000     2,800,000        120               117
  133     San Diego            CA      92108       5.440%    5.419%     2,770,000     2,760,857        120               118
  134     Houston              TX      77087       5.910%    5.839%     2,675,000     2,675,000        120               118
  135     Fort Worth           TX      76116       5.890%    5.869%     2,550,000     2,550,000        120               118
  136     Placerville          CA      95667       5.340%    5.319%     2,500,000     2,486,159        120               115
  137     Sun Valley           CA      91352       5.790%    5.769%     2,472,000     2,460,902        120               117
  138     Stockton             CA      95206       5.667%    5.556%     2,200,000     2,200,000        120               118
  139     Fairfield            CA      94533       5.725%    5.704%     2,200,000     2,200,000        120               120
  140     Douglasville         GA      30134       5.890%    5.809%     2,042,000     2,035,747        120               117
  141     Indio                Ca      92201       5.620%    5.599%     2,000,000     2,000,000        120               119
  142     Vancouver            WA      98684       5.220%    5.199%     1,800,000     1,800,000        120               117
  143     Mesa                 AZ      85208       5.530%    5.509%     1,728,000     1,720,429        120               116
  144     Springfield          OR      97477       5.330%    5.309%     1,725,000     1,715,431         60                55
  145     Oceanside            CA      92054       5.440%    5.419%     1,480,000     1,475,115        120               118
  146     Cape Coral           FL      33991       5.070%    5.049%     1,400,000     1,395,001        120               117

<CAPTION>
          Maturity          Original                Remaining          Monthly                                   Interest
            Date          Amortization            Amortization          Debt       Administrative   Servicing     Accrual      APD
  ID       or APD          Term (mos.)             Term (mos.)         Service       Cost Rate      Fee Rate      Method    (Yes/No)
------  -----------  ----------------------  ----------------------    -------     --------------   ---------    ---------  --------
<S>     <S>          <C>                     <C>                       <C>         <C>              <C>          <C>        <C>
   1     10/1/2015              0                       0              721,567        0.0214%        0.0200%     Actual/360     Yes
   2     12/1/2015   Scheduled Amortization  Scheduled Amortization    785,499        0.0614%        0.0600%     Actual/360     No
Rollup    3/1/2016             360                     360             485,705        0.0314%        0.0300%     Actual/360     No
   3      3/1/2016             360                     360             177,710        0.0314%        0.0300%     Actual/360     No
   4      3/1/2016             360                     360             165,920        0.0314%        0.0300%     Actual/360     No
   5      3/1/2016             360                     360             142,075        0.0314%        0.0300%     Actual/360     No
   6     12/1/2015             360                     360             300,993        0.0214%        0.0200%     Actual/360     No
   7      1/1/2016              0                       0              220,521        0.0314%        0.0300%     Actual/360     Yes
   8     10/1/2010             360                     360             241,449        0.0314%        0.0300%     Actual/360     Yes
   9      1/1/2016              0                       0              195,595        0.0214%        0.0200%     Actual/360     No
  11      1/1/2011              0                       0              131,933        0.0214%        0.0200%     Actual/360     No
  12      2/1/2016             360                     360             166,988        0.0214%        0.0200%     Actual/360     No
 12.1
 12.2
  13      1/1/2016              0                       0              125,384        0.0214%        0.0200%     Actual/360     No
  14      2/1/2016             360                     360             140,325        0.0214%        0.0200%     Actual/360     No
  15      1/1/2016             360                     360             138,613        0.0214%        0.0200%     Actual/360     No
  16      8/1/2015             360                     360             119,855        0.0214%        0.0200%     Actual/360     No
  17      1/1/2016             360                     358             110,862        0.0214%        0.0200%     Actual/360     No
 17.1
 17.2
  18      3/1/2016             360                     360             107,081        0.0314%        0.0300%     Actual/360     No
  19      1/1/2016             360                     358             103,902        0.0814%        0.0800%     Actual/360     No
  20      2/1/2016             360                     360              99,793        0.0214%        0.0200%     Actual/360     No
 20.1
 20.2
  21      2/1/2016             360                     359              92,930        0.0214%        0.0200%     Actual/360     No
  22      2/1/2016             360                     360              86,566        0.0314%        0.0300%     Actual/360     No
  23      1/1/2016             360                     360              82,603        0.0214%        0.0200%     Actual/360     No
  24      1/1/2016             360                     360              83,048        0.0214%        0.0200%     Actual/360     No
  25      1/1/2016             360                     360              74,958        0.0214%        0.0200%     Actual/360     No
  26      1/1/2016              0                       0               65,578        0.0214%        0.0200%     Actual/360     No
 26.1
 26.2
  27      3/1/2016             360                     360              74,041        0.0314%        0.0300%     Actual/360     No
  28      3/1/2016             360                     360              72,896        0.0214%        0.0200%     Actual/360     No
  29      3/1/2016             360                     360              71,018        0.0314%        0.0300%     Actual/360     No
  30     12/1/2015             360                     360              67,909        0.0214%        0.0200%     Actual/360     No
  31      3/1/2016             360                     360              69,496        0.0314%        0.0300%     Actual/360     No
  32      3/1/2016              0                       0               53,147        0.0214%        0.0200%     Actual/360     No
  33     12/1/2015             300                     297              70,148        0.0214%        0.0200%     Actual/360     No
  34      2/1/2016             360                     359              62,112        0.0214%        0.0200%     Actual/360     No
  35      2/1/2016             360                     360              61,786        0.0314%        0.0300%     Actual/360     No
  36      2/1/2016             360                     360              58,507        0.0314%        0.0300%     Actual/360     No
  37      1/1/2016             300                     300              62,540        0.0214%        0.0200%     Actual/360     No
  38      2/1/2016             360                     360              56,309        0.0214%        0.0200%     Actual/360     No
  39      3/1/2014              0                       0               43,331        0.0214%        0.0200%     Actual/360     No
  40     12/1/2015             360                     360              53,853        0.0214%        0.0200%     Actual/360     No
  41      1/1/2013             300                     300              56,294        0.0214%        0.0200%     Actual/360     No
  42      3/1/2016             360                     360              52,236        0.0314%        0.0300%     Actual/360     No
  43      1/1/2016             360                     358              52,562        0.0614%        0.0600%     Actual/360     No
  44      2/1/2016             360                     360              50,475        0.0214%        0.0200%     Actual/360     No
  45      2/1/2013             360                     360              51,881        0.0214%        0.0200%     Actual/360     No
  46      1/1/2016             300                     300              52,657        0.0214%        0.0200%     Actual/360     No
  47      3/1/2016             360                     360              48,958        0.0214%        0.0200%     Actual/360     No
  48      1/1/2016             360                     358              47,694        0.0214%        0.0200%     Actual/360     No
  49     12/1/2015             360                     360              44,568        0.0214%        0.0200%     Actual/360     No
  50      1/1/2016             360                     360              46,524        0.0214%        0.0200%     Actual/360     No
  51      1/1/2016             360                     358              45,423        0.0814%        0.0800%     Actual/360     No
  52      1/1/2016             360                     358              46,347        0.0214%        0.0200%     Actual/360     No
  53     12/1/2015             360                     360              44,308        0.0214%        0.0200%     Actual/360     No
 53.1
 53.2
  54      2/1/2016             360                     360              44,159        0.0214%        0.0200%     Actual/360     No
Rollup    1/1/2016             360                     360              43,950        0.0214%        0.0200%     Actual/360     No
  55      1/1/2016             360                     360              17,913        0.0214%        0.0200%     Actual/360     No
  56      1/1/2016             360                     360              16,123        0.0214%        0.0200%     Actual/360     No
  57      1/1/2016             360                     360               9,915        0.0214%        0.0200%     Actual/360     No
  58      1/1/2011              0                       0               36,007        0.0314%        0.0300%     Actual/360     No
  59      2/1/2011             360                     359              44,181        0.0314%        0.0300%     Actual/360     No
  60      2/1/2016             324                     324              44,882        0.0314%        0.0300%     Actual/360     No
 60.1
 60.2
  61      1/1/2016             360                     358              42,184        0.0214%        0.0200%     Actual/360     No
  62      1/1/2016             360                     360              40,625        0.0214%        0.0200%     Actual/360     No
  63      3/1/2016             360                     360              41,029        0.0214%        0.0200%     Actual/360     No
  64      3/1/2016             360                     360              41,150        0.0314%        0.0300%     Actual/360     No
 64.1
 64.2
  65      3/1/2016             360                     360              41,095        0.0214%        0.0200%     Actual/360     No
  66      1/1/2016             360                     358              38,983        0.0714%        0.0700%     Actual/360     No
  67     11/1/2015             360                     360              37,609        0.0214%        0.0200%     Actual/360     No
  68      3/1/2016             360                     360              39,220        0.0314%        0.0300%     Actual/360     No
  69      3/1/2016             360                     360              38,993        0.0314%        0.0300%     Actual/360     No
  70      1/1/2016             360                     360              37,315        0.0214%        0.0200%     Actual/360     No
  71      2/1/2016             360                     360              36,446        0.0214%        0.0200%     Actual/360     No
  72     12/1/2015             360                     360              34,815        0.0214%        0.0200%     Actual/360     No
  73     12/1/2015             300                     297              36,936        0.0214%        0.0200%     Actual/360     No
  74      1/1/2016             360                     358              34,383        0.0214%        0.0200%     Actual/360     No
  75     11/1/2015             360                     360              32,543        0.0214%        0.0200%     Actual/360     No
  76     10/1/2015             360                     355              33,648        0.0214%        0.0200%     Actual/360     No
  77     12/1/2015             300                     297              35,892        0.0214%        0.0200%     Actual/360     No
  78     10/1/2015             360                     360              32,975        0.0214%        0.0200%     Actual/360     No
  79      1/1/2011             360                     358              32,975        0.0214%        0.0200%     Actual/360     No
 79.1
 79.2
 79.3
  80     12/1/2015             300                     297              33,547        0.0214%        0.0200%     Actual/360     No
  81      1/1/2016             240                     238              37,703        0.0814%        0.0800%     Actual/360     No
  82      3/1/2016             360                     360              30,174        0.0214%        0.0200%     Actual/360     No
  83     12/1/2015             300                     297              31,130        0.0214%        0.0200%     Actual/360     No
  84      3/1/2016             360                     360              28,702        0.0214%        0.0200%     Actual/360     No
  85      1/1/2016             360                     358              29,117        0.0614%        0.0600%     Actual/360     No
  86      1/1/2016             360                     358              29,249        0.0214%        0.0200%     Actual/360     No
  87      1/1/2016              0                       0               22,644        0.0214%        0.0200%     Actual/360     No
  88      3/1/2011             360                     360              29,657        0.0314%        0.0300%     Actual/360     No
  89      4/1/2016             360                     360              29,052        0.0214%        0.0200%     Actual/360     No
  90      2/1/2016             360                     359              28,799        0.0214%        0.0200%     Actual/360     No
  91     12/1/2015             360                     357              28,452        0.0214%        0.0200%     Actual/360     No
  92      1/1/2016             360                     360              28,533        0.0214%        0.0200%     Actual/360     No
  93     11/1/2015             360                     360              27,010        0.0214%        0.0200%     Actual/360     No
  94      2/1/2016             360                     359              27,314        0.0614%        0.0600%     Actual/360     No
  95      1/1/2016             360                     360              27,726        0.0214%        0.0200%     Actual/360     No
  96     12/1/2015             360                     360              27,071        0.0214%        0.0200%     Actual/360     No
  97     12/1/2015             360                     357              26,598        0.0214%        0.0200%     Actual/360     No
  98     12/1/2015             360                     357              24,976        0.0814%        0.0800%     Actual/360     No
 98.1
 98.2
  99      1/1/2016             300                     298              27,809        0.0214%        0.0200%     Actual/360     No
  100     1/1/2016             360                     360              25,045        0.0214%        0.0200%     Actual/360     No
  101     1/1/2016             360                     358              25,947        0.0214%        0.0200%     Actual/360     No
  102    12/1/2015             360                     360              23,453        0.0214%        0.0200%     Actual/360     No
  103     2/1/2016             360                     359              24,473        0.0214%        0.0200%     Actual/360     No
  104     1/1/2016             360                     358              24,324        0.0214%        0.0200%     Actual/360     No
  105     2/1/2016              0                       0               18,824        0.0214%        0.0200%     Actual/360     No
  106     3/1/2013             360                     360              23,615        0.0214%        0.0200%     Actual/360     No
  107     1/1/2016             360                     360              23,216        0.0714%        0.0700%     Actual/360     No
  108     3/1/2016             360                     360              22,749        0.0714%        0.0700%     Actual/360     No
  109     1/1/2016             360                     360              23,132        0.1114%        0.1100%     Actual/360     No
  110     1/1/2016             360                     358              22,787        0.0214%        0.0200%     Actual/360     No
  111     2/1/2016             240                     239              27,924        0.0214%        0.0200%     Actual/360     No
  112     1/1/2016             360                     358              20,960        0.0814%        0.0800%     Actual/360     No
  113    11/1/2015             360                     356              22,834        0.0214%        0.0200%     Actual/360     No
  114    12/1/2015             360                     357              20,317        0.0214%        0.0200%     Actual/360     No
  115     1/1/2016             300                     298              22,457        0.0214%        0.0200%     Actual/360     No
  116    12/1/2015             360                     360              19,879        0.0214%        0.0200%     Actual/360     No
  117     1/1/2016             360                     360              21,100        0.0214%        0.0200%     Actual/360     No
  118     2/1/2016             360                     359              21,645        0.0214%        0.0200%     Actual/360     No
  119    12/1/2015             360                     360              20,358        0.0214%        0.0200%     Actual/360     No
  120     1/1/2016             360                     358              20,139        0.0814%        0.0800%     Actual/360     No
  121    12/1/2015              0                       0               14,656        0.0214%        0.0200%     Actual/360     No
  122     2/1/2016             360                     359              19,803        0.0214%        0.0200%     Actual/360     No
  123    11/1/2015              0                       0               14,621        0.0214%        0.0200%     Actual/360     No
  124     1/1/2016             360                     360              18,250        0.0214%        0.0200%     Actual/360     No
  125    12/1/2015             360                     357              17,315        0.0214%        0.0200%     Actual/360     No
  126    12/1/2015             360                     360              18,189        0.0214%        0.0200%     Actual/360     No
  127    11/1/2015              0                       0               13,374        0.0214%        0.0200%     Actual/360     No
  128     1/1/2016             300                     298              18,773        0.0214%        0.0200%     Actual/360     No
  129    11/1/2015             360                     360              17,298        0.0214%        0.0200%     Actual/360     No
  130     1/1/2013             360                     358              16,902        0.0214%        0.0200%     Actual/360     No
  131    12/1/2020             360                     357              17,543        0.0214%        0.0200%     Actual/360     No
  132    12/1/2015             360                     360              15,323        0.0214%        0.0200%     Actual/360     No
  133     1/1/2016             300                     298              16,911        0.0214%        0.0200%     Actual/360     No
  134     1/1/2016             360                     360              15,884        0.0714%        0.0700%     Actual/360     No
  135     1/1/2016             360                     360              15,109        0.0214%        0.0200%     Actual/360     No
  136    10/1/2015             360                     355              13,945        0.0214%        0.0200%     Actual/360     No
  137    12/1/2015             300                     297              15,611        0.0214%        0.0200%     Actual/360     No
  138     1/1/2016             360                     360              12,723        0.1114%        0.1100%     Actual/360     No
  139     3/1/2016             360                     360              12,804        0.0214%        0.0200%     Actual/360     No
  140    12/1/2015             360                     357              12,099        0.0814%        0.0800%     Actual/360     No
  141     2/1/2016             360                     360              11,507        0.0214%        0.0200%     Actual/360     No
  142    12/1/2015             360                     360               9,906        0.0214%        0.0200%     Actual/360     No
  143    11/1/2015             360                     356               9,844        0.0214%        0.0200%     Actual/360     No
  144    10/1/2010             360                     355               9,611        0.0214%        0.0200%     Actual/360     No
  145     1/1/2016             300                     298               9,036        0.0214%        0.0200%     Actual/360     No
  146    12/1/2015             360                     357               7,576        0.0214%        0.0200%     Actual/360     No

<CAPTION>
                                   Revised                                                   Crossed          Mortgage
                                  Interest                                Fee /               With              Loan
   ID                               Rate                                Leasehold          Other Loans         Seller
--------  -----------------------------------------------------------  ----------        ---------------      --------
<S>       <C>                                                          <C>               <C>                  <C>
    1                             9.49500%                             Fee Simple              No               BofA
    2                                                                  Fee Simple              No               BofA
 Rollup                                                                Fee Simple        Yes (GE 06-1 A)        GACC
    3                                                                  Fee Simple        Yes (GE 06-1 A)        GACC
    4                                                                  Fee Simple        Yes (GE 06-1 A)        GACC
    5                                                                  Fee Simple        Yes (GE 06-1 A)        GACC
    6                                                                  Fee Simple              No               GECC
    7      The greater of (i) the sum of the yeild of the 10-year      Fee Simple              No               GACC
                      Treasury and 3.0% and (ii) 8.220%
    8     The greater of (i) the sum of the yield of the "on-the-run"  Fee Simple              No               GACC
                5-year Treasury rate and 3.0% and (ii) 8.420%
    9                                                                   Leasehold              No               GECC
   11                                                                  Fee Simple              No               GECC
   12                                                                  Fee Simple              No               GECC
  12.1                                                                 Fee Simple                               GECC
  12.2                                                                 Fee Simple                               GECC
   13                                                                  Fee Simple              No               GECC
   14                                                                  Fee Simple              No               BofA
   15                                                                  Fee Simple              No               GECC
   16                                                                  Fee Simple              No               GECC
   17                                                                  Fee Simple              No               BofA
  17.1                                                                 Fee Simple                               BofA
  17.2                                                                 Fee Simple                               BofA
   18                                                                  Fee Simple              No               GACC
   19                                                                  Fee Simple              No               GECC
   20                                                                  Fee Simple              No               BofA
  20.1                                                                 Fee Simple                               BofA
  20.2                                                                 Fee Simple                               BofA
   21                                                                  Fee Simple              No               BofA
   22                                                                  Fee Simple              No               GACC
   23                                                                  Fee Simple              No               GECC
   24                                                                  Fee Simple              No               GECC
   25                                                                  Fee Simple              No               GECC
   26                                                                  Fee Simple              No               GECC
  26.1                                                                 Fee Simple                               GECC
  26.2                                                                 Fee Simple                               GECC
   27                                                                   Leasehold              No               GACC
   28                                                                  Fee Simple              No               BofA
   29                                                                   Leasehold              No               GACC
   30                                                                  Fee Simple              No               GECC
   31                                                                  Fee Simple              No               GACC
   32                                                                  Fee Simple              No               BofA
   33                                                                  Fee Simple              No               GECC
   34                                                                  Fee Simple              No               BofA
   35                                                                  Fee Simple              No               GACC
   36                                                                  Fee Simple              No               GACC
   37                                                                  Fee Simple              No               GECC
   38                                                                  Fee Simple              No               BofA
   39                                                                  Fee Simple              No               GECC
   40                                                                  Fee Simple              No               BofA
   41                                                                  Fee Simple              No               GECC
   42                                                                  Fee Simple              No               GACC
   43                                                                  Fee Simple              No               GECC
   44                                                                  Fee Simple              No               BofA
   45                                                                  Fee Simple              No               BofA
   46                                                                  Fee Simple              No               GECC
   47                                                                  Fee Simple              No               GECC
   48                                                                  Fee Simple              No               GECC
   49                                                                  Fee Simple              No               GECC
   50                                                                  Fee Simple              No               GECC
   51                                                                  Fee Simple              No               GECC
   52                                                                  Fee Simple              No               GECC
   53                                                                  Fee Simple              No               GECC
  53.1                                                                 Fee Simple                               GECC
  53.2                                                                 Fee Simple                               GECC
   54                                                                  Fee Simple              No               GECC
 Rollup                                                                Fee Simple        Yes (GE 06-1 B)        GECC
   55                                                                  Fee Simple        Yes (GE 06-1 B)        GECC
   56                                                                  Fee Simple        Yes (GE 06-1 B)        GECC
   57                                                                  Fee Simple        Yes (GE 06-1 B)        GECC
   58                                                                  Fee Simple              No               GACC
   59                                                                   Leasehold              No               GACC
   60                                                                  Fee Simple              No               GACC
  60.1                                                                 Fee Simple                               GACC
  60.2                                                                 Fee Simple                               GACC
   61                                                                  Fee Simple              No               GECC
   62                                                                  Fee Simple              No               GECC
   63                                                                  Fee Simple              No               GECC
   64                                                                  Fee Simple              No               GACC
  64.1                                                                 Fee Simple                               GACC
  64.2                                                                 Fee Simple                               GACC
   65                                                                  Fee Simple              No               BofA
   66                                                                  Fee Simple              No               GECC
   67                                                                  Fee Simple              No               GECC
   68                                                                  Fee Simple              No               GACC
   69                                                                  Fee Simple              No               GACC
   70                                                                  Fee Simple              No               GECC
   71                                                                  Fee Simple              No               GECC
   72                                                                  Fee Simple              No               GECC
   73                                                                  Fee Simple              No               GECC
   74                                                                   Leasehold              No               GECC
   75                                                                  Fee Simple              No               GECC
   76                                                                  Fee Simple              No               GECC
   77                                                                  Fee Simple              No               GECC
   78                                                                  Fee Simple              No               GECC
   79                                                                  Fee Simple              No               GECC
  79.1                                                                 Fee Simple                               GECC
  79.2                                                                 Fee Simple                               GECC
  79.3                                                                 Fee Simple                               GECC
   80                                                                  Fee Simple              No               GECC
   81                                                                  Fee Simple              No               GECC
   82                                                                  Fee Simple              No               GECC
   83                                                                  Fee Simple              No               GECC
   84                                                                  Fee Simple              No               GECC
   85                                                                  Fee Simple              No               GECC
   86                                                                  Fee Simple              No               GECC
   87                                                                  Fee Simple              No               GECC
   88                                                                  Fee Simple              No               GACC
   89                                                                  Fee Simple              No               GECC
   90                                                                  Fee Simple              No               GECC
   91                                                                  Fee Simple              No               GECC
   92                                                                  Fee Simple              No               GECC
   93                                                                  Fee Simple              No               GECC
   94                                                                  Fee Simple              No               GECC
   95                                                                  Fee Simple              No               BofA
   96                                                                  Fee Simple              No               GECC
   97                                                                  Fee Simple              No               GECC
   98                                                                  Fee Simple              No               GECC
  98.1                                                                 Fee Simple                               GECC
  98.2                                                                 Fee Simple                               GECC
   99                                                                  Fee Simple              No               GECC
   100                                                                 Fee Simple              No               GECC
   101                                                                 Fee Simple              No               GECC
   102                                                                 Fee Simple              No               GECC
   103                                                                 Fee Simple              No               BofA
   104                                                                 Fee Simple              No               GECC
   105                                                                 Fee Simple              No               BofA
   106                                                                 Fee Simple              No               GECC
   107                                                                 Fee Simple              No               GECC
   108                                                                 Fee Simple              No               BofA
   109                                                                 Fee Simple              No               BofA
   110                                                                 Fee Simple              No               GECC
   111                                                                 Fee Simple              No               GECC
   112                                                                 Fee Simple              No               GECC
   113                                                                 Fee Simple              No               GECC
   114                                                                 Fee Simple              No               GECC
   115                                                                 Fee Simple              No               GECC
   116                                                                 Fee Simple              No               GECC
   117                                                                 Fee Simple              No               GECC
   118                                                                 Fee Simple              No               GECC
   119                                                                 Fee Simple              No               GECC
   120                                                                 Fee Simple              No               GECC
   121                                                                 Fee Simple              No               BofA
   122                                                                 Fee Simple              No               GECC
   123                                                                 Fee Simple              No               BofA
   124                                                                 Fee Simple              No               GECC
   125                                                                 Fee Simple              No               GECC
   126                                                                 Fee Simple              No               GECC
   127                                                                 Fee Simple              No               BofA
   128                                                                 Fee Simple              No               GECC
   129                                                                 Fee Simple              No               GECC
   130                                                                 Fee Simple              No               GECC
   131                                                                 Fee Simple              No               BofA
   132                                                                 Fee Simple              No               GECC
   133                                                                 Fee Simple              No               GECC
   134                                                                 Fee Simple              No               GECC
   135                                                                 Fee Simple              No               GECC
   136                                                                 Fee Simple              No               GECC
   137                                                                 Fee Simple              No               GECC
   138                                                                 Fee Simple              No               BofA
   139                                                                 Fee Simple              No               BofA
   140                                                                 Fee Simple              No               GECC
   141                                                                 Fee Simple              No               GECC
   142                                                                 Fee Simple              No               GECC
   143                                                                 Fee Simple              No               GECC
   144                                                                 Fee Simple              No               GECC
   145                                                                 Fee Simple              No               GECC
   146                                                                 Fee Simple              No               GECC

<CAPTION>
                                 Letter
                                   of                                                            Loan Group
   ID                            Credit                            Hotel Property (Yes/No)      (One or Two)
--------  ----------------------------------------------------     -----------------------      ------------
<S>       <C>                                                      <C>                          <C>
    1                                                                        No                      1
    2      Yes ($5,542,841 Tax; $930,000 Replacement Reserves)               No                      1
 Rollup                                                                      No                      2
    3                                                                        No                      2
    4                                                                        No                      2
    5                                                                        No                      2
    6                                                                        No                      1
    7       Yes ($250,000 Master Lease; $1,193,831 Free Rent)                No                      1
    8                                                                        No                      1
    9                                                                        No                      2
   11                                                                        No                      2
   12                                                                        No                      1
  12.1                                                                       No                      1
  12.2                                                                       No                      1
   13                                                                        Yes                     1
   14                                                                        No                      1
   15                   Yes ($1,862,300 Earnout)                             No                      1
   16     Yes ($931,821 New Tenant Excess TI, $330,000 Earnout)              No                      1
   17                                                                        No                      1
  17.1                                                                       No                      1
  17.2                                                                       No                      1
   18                   Yes ($1,500,000 Earnout)                             Yes                     1
   19                                                                        No                      1
   20                                                                        No                      1
  20.1                                                                       No                      1
  20.2                                                                       No                      1
   21                                                                        No                      1
   22                                                                        No                      2
   23                                                                        No                      2
   24                                                                        No                      1
   25                                                                        No                      1
   26                                                                        No                      1
  26.1                                                                       No                      1
  26.2                                                                       No                      1
   27                                                                        No                      1
   28                                                                        No                      1
   29                                                                        No                      1
   30                                                                        No                      2
   31                                                                        No                      1
   32                                                                        No                      2
   33                                                                        Yes                     1
   34                                                                        No                      1
   35                                                                        No                      2
   36                                                                        No                      1
   37                                                                        Yes                     1
   38                                                                        No                      1
   39                                                                        No                      1
   40                                                                        No                      1
   41                                                                        Yes                     1
   42                                                                        No                      1
   43                                                                        No                      1
   44                                                                        No                      2
   45                                                                        No                      1
   46                                                                        Yes                     1
   47                                                                        No                      2
   48                                                                        No                      2
   49                                                                        No                      1
   50                                                                        No                      1
   51                                                                        No                      1
   52                                                                        No                      1
   53                                                                        No                      1
  53.1                                                                       No                      1
  53.2                                                                       No                      1
   54                                                                        No                      1
 Rollup                                                                      No                      1
   55                                                                        No                      1
   56                                                                        No                      1
   57                                                                        No                      1
   58                                                                        No                      2
   59                                                                        No                      1
   60                                                                        No                      2
  60.1                                                                       No                      2
  60.2                                                                       No                      2
   61                                                                        No                      1
   62                                                                        No                      2
   63                                                                        No                      1
   64                                                                        No                      1
  64.1                                                                       No                      1
  64.2                                                                       No                      1
   65                                                                        No                      1
   66                                                                        No                      2
   67                    Yes ($638,000 Earnout)                              No                      1
   68                                                                        No                      1
   69                                                                        No                      1
   70                                                                        No                      1
   71                                                                        No                      1
   72                                                                        No                      1
   73                                                                        Yes                     1
   74                                                                        No                      1
   75                                                                        No                      1
   76                                                                        No                      1
   77            Yes ($600,000 Project Improvement Plan)                     Yes                     1
   78                                                                        No                      1
   79                                                                        No                      1
  79.1                                                                       No                      1
  79.2                                                                       No                      1
  79.3                                                                       No                      1
   80            Yes ($600,000 Project Improvement Plan)                     Yes                     1
   81                                                                        No                      1
   82                                                                        No                      1
   83                                                                        No                      1
   84                                                                        No                      2
   85                    Yes ($100,000 Rollover)                             No                      1
   86                                                                        No                      1
   87                                                                        No                      2
   88                                                                        Yes                     1
   89                                                                        No                      1
   90                                                                        No                      1
   91                                                                        No                      1
   92                                                                        No                      1
   93                                                                        No                      2
   94                                                                        No                      1
   95                                                                        No                      1
   96                                                                        No                      1
   97                                                                        No                      1
   98                                                                        No                      1
  98.1                                                                       No                      1
  98.2                                                                       No                      1
   99                                                                        No                      1
   100                                                                       No                      1
   101                                                                       No                      1
   102                                                                       No                      1
   103                                                                       No                      1
   104                                                                       No                      1
   105                                                                       No                      2
   106                                                                       No                      1
   107                                                                       No                      1
   108                                                                       No                      1
   109                                                                       No                      1
   110                                                                       No                      1
   111                                                                       No                      1
   112                   Yes ($760,000 Earnout)                              No                      1
   113                                                                       No                      1
   114                                                                       No                      1
   115                                                                       No                      1
   116                                                                       No                      1
   117                                                                       No                      1
   118                                                                       No                      1
   119                                                                       No                      1
   120                                                                       No                      1
   121                                                                       No                      1
   122                                                                       No                      1
   123                                                                       No                      1
   124                                                                       No                      1
   125                                                                       No                      1
   126                                                                       No                      1
   127                                                                       No                      1
   128                                                                       No                      1
   129                                                                       No                      2
   130                                                                       No                      2
   131                                                                       No                      1
   132                                                                       No                      1
   133                                                                       No                      1
   134                                                                       No                      1
   135                                                                       No                      1
   136                                                                       No                      1
   137                                                                       No                      1
   138                                                                       No                      1
   139                                                                       No                      1
   140                                                                       No                      1
   141                                                                       No                      1
   142                                                                       No                      1
   143                                                                       No                      2
   144                                                                       No                      2
   145                                                                       No                      1
   146                                                                       No                      1
</TABLE>

<PAGE>


                                    EXHIBIT C

                    FORM OF INVESTMENT REPRESENTATION LETTER

Banc of America Securities LLC
214 North Tryon Street
NC1-027-22-03
Charlotte, North Carolina  28255

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York  10005

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

     Re:    Transfer of GE Commercial Mortgage Corporation
            Commercial Mortgage Pass-Through Certificates, Series 2006-C1

Ladies and Gentlemen:

      This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), by and among GE Commercial Mortgage Corporation, as Depositor,
Wachovia Bank, National Association, as Servicer, LNR Partners, Inc., as Special
Servicer and LaSalle Bank National Association, as Trustee, on behalf of the
holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1 (the "Certificates"), in connection with the
transfer by                   (the "Seller") to the undersigned (the
"Purchaser") of $                aggregate Certificate Balance of Class
Certificates (the "Certificate"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Pooling and Servicing Agreement.

      In connection with such transfer, the Purchaser hereby represents and
warrants to you and the addressees hereof as follows:

1. Check one of the following:*

         | |      The Purchaser is not purchasing a Class S, Class R or Class LR
                  Certificate and the Purchaser is an institutional "accredited
                  investor" (an entity meeting the requirements of Rule
                  501(a)(1), (2), (3) or (7) of Regulation D under the
                  Securities Act of 1933, as amended (the "1933 Act")) and has
                  such knowledge and experience in financial and business
                  matters as to be capable of evaluating the merits and risks of
                  its investment in the Certificates, and the Purchaser and any
                  accounts for which it is acting are each able to bear the
                  economic risk of the Purchaser's or such account's investment.
                  The Purchaser is acquiring the Certificates purchased by it
                  for its own account or for one or more accounts (each of which
                  is an "institutional accredited investor") as to each of which
                  the Purchaser exercises sole investment discretion. The
                  Purchaser hereby undertakes to reimburse the Trust Fund for
                  any costs incurred by it in connection with this transfer.

         | |      The Purchaser is a "qualified institutional buyer" within
                  the meaning of Rule 144A ("Rule 144A") promulgated under the
                  Securities Act of 1933, as amended (the "1933 Act") The
                  Purchaser is aware that the transfer is being made in reliance
                  on Rule 144A, and the Purchaser has had the opportunity to
                  obtain the information required to be provided pursuant to
                  paragraph (d)(4)(i) of Rule 144A.

2.    The Purchaser's intention is to acquire the Certificate (a) for investment
      for the Purchaser's own account or (b) for resale to (i) "qualified
      institutional buyers" in transactions under Rule 144A, and not in any
      event with the view to, or for resale in connection with, any distribution
      thereof or (ii) (other than with respect to the Residual Certificates)
      institutional "accredited investors" meeting the requirements of Rule
      501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act,
      pursuant to any other exemption from the registration requirements of the
      1933 Act, subject in the case of this clause (ii) to (w) the receipt by
      the Certificate Registrar of a letter substantially in the form hereof,
      (x) the receipt by the Certificate Registrar of an Opinion of Counsel
      acceptable to the Certificate Registrar that such reoffer, resale, pledge
      or transfer is in compliance with the 1933 Act, (y) the receipt by the
      Certificate Registrar of such other evidence acceptable to the Certificate
      Registrar that such reoffer, resale, pledge or transfer is in compliance
      with the 1933 Act and other applicable laws and (z) a written undertaking
      to reimburse the Trust for any costs incurred by it in connection with the
      proposed transfer. The Purchaser understands that the Certificate (and any
      subsequent Certificate) has not been registered under the 1933 Act, by
      reason of a specified exemption from the registration provisions of the
      1933 Act which depends upon, among other things, the bona fide nature of
      the Purchaser's investment intent (or intent to resell to only certain
      investors in certain exempted transactions) as expressed herein.

--------
* Purchaser must include one of the following two certifications.


3.    The Purchaser has reviewed each Private Placement Memorandum relating to
      the Certificates (collectively, the "Private Placement Memoranda") and the
      agreements and other materials referred to therein and has had the
      opportunity to ask questions and receive answers concerning the terms and
      conditions of the transactions contemplated by the Private Placement
      Memoranda.

4.    The Purchaser acknowledges that the Certificate (and any Certificate
      issued on transfer or exchange thereof) has not been registered or
      qualified under the 1933 Act or the securities laws of any State or any
      other jurisdiction, and that the Certificate cannot be resold unless it is
      registered or qualified thereunder or unless an exemption from such
      registration or qualification is available.

5.    The Purchaser hereby undertakes to be bound by the terms and conditions of
      the Pooling and Servicing Agreement in its capacity as an owner of a
      Certificate or Certificates, as the case may be (each, a
      "Certificateholder"), in all respects as if it were a signatory thereto.
      This undertaking is made for the benefit of the Trust, the Certificate
      Registrar and all Certificateholders present and future.

6.    The Purchaser will not sell or otherwise transfer any portion of the
      Certificate or Certificates, except in compliance with Section 5.02 of the
      Pooling and Servicing Agreement.

7.    Check one of the following:*

         | |      The Purchaser is a U.S. Person (as defined below) and it has
                  attached hereto an Internal Revenue Service ("IRS") Form W-9
                  (or successor form).

         | |      The Purchaser is not a U.S. Person and under applicable law in
                  effect on the date hereof, no taxes will be required to be
                  withheld by the Trustee (or its agent) with respect to
                  distributions to be made on the Certificate. The Purchaser has
                  attached hereto [(i) a duly executed IRS Form W-8BEN (or
                  successor form), which identifies such Purchaser as the
                  beneficial owner of the Certificate and states that such
                  Purchaser is not a U.S. Person, (ii) a duly executed IRS Form
                  W-8IMY (with appropriate attachments) or (iii)]** two duly
                  executed copies of IRS Form W-8ECI (or successor form), which
                  identify such Purchaser as the beneficial owner of the
                  Certificate and state that interest and original issue
                  discount on the Certificate and Permitted Investments is, or
                  is expected to be, effectively connected with a U.S. trade or
                  business or (iv) the duly executed copies of IRS Form W 8IMY
                  (with appropriate attachments). The Purchaser agrees to
                  provide to the Certificate Registrar updated [IRS Forms
                  W-8BEN, IRS Forms W-8IMY or]** IRS Forms W-8ECI[, as the case
                  may be,]** any applicable successor IRS forms, or such other
                  certifications as the Certificate Registrar may reasonably
                  request, on or before the date that any such IRS form or
                  certification expires or becomes obsolete, or promptly after
                  the occurrence of any event requiring a change in the most
                  recent IRS form of certification furnished by it to the
                  Certificate Registrar.

--------
*  Each Purchaser must include one of the two alternative certifications.
** Omit for Class R and Class LR.

For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia, including any entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).

8. Please make all payments due on the Certificates:***

         | |      (a) by wire transfer to the following account at a bank or
                  entity in New York, New York, having appropriate facilities
                  therefor:

                  Bank:
                  ABA#:
                  Account #:
                  Attention:

         | |      (b) by mailing a check or draft to the following address:

                                Very truly yours,

                                --------------------------------------
                                         [The Purchaser]




                                  By:

                                      --------------------------------
                                      Name:
                                      Title:

Dated:

--------
*** Only to be filled out by Purchasers of Definitive Certificates. Please
    select (a) or (b).

<PAGE>

                                   EXHIBIT D-1

                           FORM OF TRANSFER AFFIDAVIT

                   AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF
                  THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

STATE OF    )
            )  ss:
COUNTY OF   )

      [NAME OF OFFICER], being first duly sworn, deposes and says:

      1. That [he] [she] is [Title of Officer] of [Name of Transferee] (the
"Transferee"), a [description of type of entity] duly organized and existing
under the laws of the [State of           ] [United States], on behalf of which
he makes this affidavit.

      2. That the Transferee's Taxpayer Identification Number is [ ].

      3. That the Transferee of a GE Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1, Class [R] [LR] Certificate
(the "Class [R] [LR] Certificate") is not a Disqualified Organization (as
defined below) or an agent thereof (including nominee, middleman or other
similar person) (an "Agent") or an ERISA Prohibited Holder or a Non-U.S. Person
(as defined below). For these purposes, a "Disqualified Organization" means any
of (i) the United States, any State or political subdivision thereof, any
possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and a majority of its board of directors is not
selected by such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Servicer based upon an Opinion of Counsel that the
holding of an Ownership Interest in a Residual Certificate by such Person may
cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC
or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Residual Certificate to such Person. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions. For these purposes, "ERISA
Prohibited Holder" means an employee benefit plan subject to Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of
ERISA) subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a
"Plan") or a person acting on behalf of or investing the assets of such a Plan,
including an entity whose underlying assets include Plan assets by reason of
investment in the entity by such Plan and the application of Department of Labor
Regulations ss. 2510.3-101. For these purposes, "Non-U.S. Person" means any
person (a) other than a U.S. Person, unless, with respect to the Transfer of a
Residual Certificate, (i) such person holds such Residual Certificate in
connection with the conduct of a trade or business within the United States and
furnishes the Transferor and the Certificate Registrar with an effective
Internal Revenue Service Form W-8ECI (or successor form) or (ii) the Transferee
delivers to both the Transferor and the Certificate Registrar an opinion of a
nationally recognized tax counsel to the effect that such Transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such Transfer of the Residual Certificate will not be
disregarded for federal income tax purposes, or (b) who is a U.S. Person if
income of such person with respect to such Residual Certificate is attributable
to a foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of such Person or any other U.S. Person.

      4. That the Transferee historically has paid its debts as they have come
due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.

      5. That the Transferee understands that it may incur tax liabilities with
respect to the Class [R] [LR] Certificate in excess of any cash flow generated
by the Class [R] [LR] Certificate.

6. That the Transferee agrees not to transfer the Class [R] [LR] Certificate to
any Person or entity unless (a) the Transferee has received from such Person or
entity an affidavit substantially in the form of this Transfer Affidavit and (b)
the Transferee provides to the Certificate Registrar a letter substantially in
the form of Exhibit D-2 to the Pooling and Servicing Agreement certifying that
it has no actual knowledge that such Person or entity is a Disqualified
Organization or an Agent thereof, an ERISA Prohibited Holder or a Non-U.S.
Person and that after conducting a reasonable investigation of the financial
condition of the Person or entity, it has no reason to believe that such Person
or entity does not satisfy the requirements set forth in paragraphs 3 and 4
hereof.

      7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement, dated as of March 1, 2006 among GE Commercial Mortgage
Corporation, as Depositor, Wachovia Bank, National Association, as Servicer, LNR
Partners, Inc., as Special Servicer and LaSalle Bank National Association, as
Trustee (the "Pooling and Servicing Agreement"), as may be required to further
effectuate the restrictions on transfer of the Class [R] [LR] Certificate to
such a Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder
or a Non-U.S. Person. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and
Servicing Agreement.

      8. That, if a "tax matters person" is required to be designated with
respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Transferee agrees to
act as "tax matters person" if it will own the largest Percentage Interest in
the Class [R][LR] Certificate and to perform the functions of "tax matters
person" of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to Section
10.01(c) of the Pooling and Servicing Agreement, and, in such event, agrees to
the irrevocable designation of the Trustee as the Transferee's agent in
performing the function of "tax matters person."

      9. That the Transferee has reviewed, and agrees to be bound by and to
abide by, the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement concerning registration of the transfer and exchange of Class [R] [LR]
Certificates.

      10. That the Transferee agrees not to transfer the Class [R][LR]
Certificate such that the income therefrom would be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of such Transferee or any other U.S. Person.

      11.* Check one of the following, if applicable:

      | | That the present value of the anticipated tax liabilities associated
with holding the Class [R][LR] Certificate does not exceed the sum of:

      (i)   the present value of any consideration given to the Transferee to
            acquire such Class [R][LR] Certificate;

      (ii)  the present value of the expected future distributions on such Class
            [R][LR] Certificate; and

      (iii) the present value of the anticipated tax savings associated with
            holding such Class [R][LR] Certificate as the related REMIC
            generates losses.

      For purposes of this calculation, (i) the Transferee is assumed to pay tax
at the highest rate currently specified in Section 11(b) of the Code (but the
tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest
rate specified in Section 11(b) of the Code if the Transferee has been subject
to the alternative minimum tax under Section 55 of the Code in the preceding two
years and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

      | | That the transfer of the Class [R][LR] Certificate complies with U.S.
Treasury Regulations Sections 1.860G-1(c)(5) and (6) and, accordingly,

      (i)   the Transferee is an "eligible corporation," as defined in U.S.
            Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
            from the Class [R][LR] Certificate will only be taxed in the United
            States;

      (ii)  at the time of transfer, and at the close of the Transferee's two
            fiscal years preceding the year of the transfer, the Transferee had
            gross assets for financial reporting purposes (excluding any
            obligation of a person related to the Investor within the meaning of
            U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of
            $100 million and net assets in excess of $10 million;

      (iii) the Transferee will transfer the Class [R][LR] Certificate only to
            another "eligible corporation," as defined in U.S. Treasury
            Regulations Section 1.860E-1(c)(6)(i), in a transaction that
            satisfies the requirements of U.S. Treasury Regulations Sections
            1.860G-1(c)(4)(i), (ii) and (iii) and 1.860E-1(c)(5); and

      (iv)  the Transferee determined the consideration paid to it to acquire
            the Class [R][LR] Certificate based on reasonable market assumptions
            (including, but not limited to, borrowing and investment rates,
            prepayment and loss assumptions, expense and reinvestment
            assumptions, tax rates and other factors specific to the Transferee)
            that it has determined in good faith.

      | | None of the above.

----------------
*  Insert appropriate paragraph, if applicable.


      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this       day of           ,
20  .


                                       [NAME OF TRANSFEREE]



                                       By:
                                          ------------------------------
                                          [Name of Officer]
                                          [Title of Officer]


<PAGE>

      Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Transferee, and acknowledged to me that [he]
[she] executed the same as [his] [her] free act and deed and the free act and
deed of the Transferee.

      Subscribed and sworn before me this     day of      _____, 20__.

------------------------------
NOTARY PUBLIC

COUNTY OF
         --------------------

STATE OF
         --------------------

My commission expires the ___ day of __________, 20__.


<PAGE>

                                   EXHIBIT D-2

                            FORM OF TRANSFEROR LETTER

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securities and Trust Services--GECMC 2006-C1

      Re: GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1

Ladies and Gentlemen:

            [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
believe that the requirements set forth in paragraphs 3 and 10 thereof are not
satisfied or, after conducting a reasonable investigation of the financial
condition of [Transferee], that the information contained in paragraph 4 thereof
is not true.

                                      Very truly yours,

                                      [Transferor]


<PAGE>

                                    EXHIBIT E

                           FORM OF REQUEST FOR RELEASE

                                                                          [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securities and Trust Services--GECMC 2006-C1

      Re: GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
      REQUEST FOR RELEASE

Dear _______________________,

      In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under a certain Pooling and Servicing Agreement, dated
as of March 1, 2006 (the "Pooling and Servicing Agreement"), by and among GE
Commercial Mortgage Corporation, as depositor, [the undersigned, as servicer
(the "Servicer"), LNR Partners, Inc., as special servicer (the "Special
Servicer")] [Wachovia Bank, National Association, as servicer (the "Servicer"),
the undersigned, as special servicer (the "Special Servicer")] and you, as
trustee, the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by or on behalf of you as Trustee with
respect to the following described Mortgage Loan for the reason indicated below.

Mortgagor's Name:

Address:

Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

            ______1.    Mortgage Loan paid in full. The [Servicer] [Special
                        Servicer] hereby certifies that all amounts received in
                        connection with the Mortgage Loan have been or will be
                        credited to the Certificate Account pursuant to the
                        Pooling and Servicing Agreement.

            ______2.    The Mortgage Loan is being foreclosed.

            ______3.    Other. (Describe)

      The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently, or unless the Mortgage Loan is
being foreclosed, in which case the Mortgage File (or such portion thereof) will
be returned when no longer required by us for such purpose.

      Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                       [SERVICER][SPECIAL SERVICER]



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                    EXHIBIT F

                       FORM OF ERISA REPRESENTATION LETTER

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut 06297
Attention:  Legal Department (Real Estate)

      Re: Transfer of GE Commercial Mortgage Corporation
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1

Ladies and Gentlemen:

      The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of GE Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1, Class ___ (the
"Certificate") issued pursuant to that certain Pooling and Servicing Agreement,
dated as of March 1, 2006 (the "Pooling and Servicing Agreement"), by and among
GE Commercial Mortgage Corporation, as depositor (the "Depositor"), Wachovia
Bank, National Association, as servicer (the "Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer") and LaSalle Bank National Association,
as trustee (the "Trustee"). Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.

      In connection with such transfer, the undersigned hereby represents and
warrants to you either of the following:

      1. The Purchaser is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan
(as defined in Section 3(32) of ERISA) subject to any federal, state or local
law ("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a "Plan") or (b) a person acting on behalf
of or using the assets of any such Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan
and the application of Department of Labor Regulation ss. 2510.3-101), other
(except with respect to the Class S, Class R or Class LR Certificates) than an
insurance company using the assets of its general account under circumstances
whereby the purchase and holding of Offered Private Certificates by such
insurance company would be exempt from the prohibited transaction provisions of
ERISA and the Code under Prohibited Transaction Class Exemption 95-60; or

      2. Except with respect to the Class S, Class R or Class LR Certificates
(which may not be transferred to a Person who is described in paragraph 1(a) or
(b) above), the Purchaser understands that if the Purchaser is a Person referred
to in paragraph 1(a) or (b) above, such Purchaser is required to provide to the
Certificate Registrar an Opinion of Counsel in form and substance satisfactory
to the Certificate Registrar and the Depositor to the effect that the
acquisition and holding of such Certificate by such purchaser or transferee will
not constitute or result in a non-exempt "prohibited transaction" within the
meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not
subject the Trustee, the Certificate Registrar, the Servicer, the Special
Servicer, the [Initial Purchasers] [Underwriters] or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at
the expense of the Depositor, the Servicer, the Special Servicer, the Trustee,
the [Initial Purchasers] [Underwriters], the Certificate Registrar or the Trust
Fund.

      IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___th day of _____, ____.


                                Very truly yours,

                                --------------------------------------
                                             [The Purchaser]




                                   By:
                                      --------------------------------
                                      Name:
                                      Title:

<PAGE>

                                    EXHIBIT G

                     FORM OF STATEMENT TO CERTIFICATEHOLDERS

                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1
[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
135 S. LaSalle Street Suite 1625                        Prior Payment:       N/A
Chicago, IL 60603                                       Next Payment:        N/A
USA                                                     Record Date:         N/A


Administrator:                                        Analyst:
Deanna Murphy 312.904.7989                            Patrick Gong 714.259.6253
deanna.murphy@abnamro.com                             patrick.gong@abnamro.com

                             ABN AMRO Acct: 723501.1

                       Reporting Package Table of Contents

--------------------------------------------------------------------------------
Issue Id:                            SAMPGECM
Monthly Data File Name: SAMPGECM_200602_3.zip
--------------------------------------------------------------------------------

                                                                   Page(s)
                                                                   -------
Statements to Certificateholders                                   Page 2
Cash Recon                                                         Page 3
Bond Interest Reconciliation                                       Page 4
Bond Interest Reconciliation                                       Page 5
Shortfall Summary Report                                           Page 6
Asset-Backed Facts ~ 15 Month Loan Status Summary                  Page 7
Asset-Backed Facts ~ 15 Month Loan Payoff/Loss Summary             Page 8
Mortgage Loan Characteristics                                      Page 9-11
Delinquent Loan Detail                                             Page 12
Loan Level Detail                                                  Page 13
Realized Loss Detail                                               Page 14
Collateral Realized Loss                                           Page 15
Appraisal Reduction Detail                                         Page 16
Material Breaches Detail                                           Page 17
Historical Collateral Prepayment                                   Page 18
Specially Serviced (Part I) - Loan Detail                          Page 19
Specially Serviced (Part II) - Servicer Comments                   Page 20
Summary of Loan Maturity Extensions                                Page 21
Rating Information                                                 Page 22
Other Related Information                                          Page 23

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


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

Closing Date:                      23-Mar-2006
First Payment Date:                10-Apr-2006
Assumed Final Payment Date:        10-Mar-2044
Determination Date:
--------------------------------------------------------------------------------


                           -------------------------
                           |Trust Collection Period|
                           -------------------------

--------------------------------------------------------------------------------
                           Parties to the Transaction
--------------------------------------------------------------------------------

                  Depositor: GE Commercial Mortgage Corporation
                  Underwriter: Bank of America Securities LLC/
            Deutsche Bank Securities Inc./J.P. Morgan Securities Inc.
              Master Servicer: Wachovia Bank, National Association
                      Special Servicer: LNR Partners, Inc.
          Rating Agency: Standard & Poor's Ratings Services/Fitch, Inc.

--------------------------------------------------------------------------------
       Information is available for this issue from the following sources
--------------------------------------------------------------------------------
LaSalle Web Site                                                www.etrustee.net
Servicer Website                                               www.wachovia.com
LaSalle Factor Line                                               (800) 246-5761
--------------------------------------------------------------------------------

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                    Page 1 of 23
<PAGE>

                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1

<TABLE>
<CAPTION>
---------------------   -------------------------------------------------   --------------------------------------------------
          Original      Opening   Principal   Principal        Negative     Closing    Interest     Interest      Pass-Through
Class   Face Value(1)   Balance   Payment     Adj. or Loss   Amortization   Balance    Payment(2)   Adjustment        Rate
CUSIP                                                                                                             Next Rate(3)
---------------------   -------------------------------------------------   --------------------------------------------------
<S>     <C>             <C>       <C>         <C>            <C>            <C>        <C>          <C>           <C>
Total
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                             -----------------
                                                            |Total P&I Payment|
                                                             -----------------


Notes: (1) N denotes notional balance not included in total (2) Accrued Interest
      Plus/Minus Interest Adjustment Minus Deferred Interest equals Interest
      Payment (3) Estimated. *Denotes Controlling Class

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                    Page 2 of 23
<PAGE>


                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1

                           Cash Reconciliation Summary

--------------------------------------------------------------------------------
                                Interest Summary
--------------------------------------------------------------------------------

Current Scheduled Interest                            0.00
Less Deferred Interest                                0.00
Less PPIS Reducing Scheduled Int                      0.00
Plus Gross Advance Interest                           0.00
Less ASER Interest Adv Reduction                      0.00
Less Other Interest Not Advanced                      0.00
Less Other Adjustment                                 0.00
--------------------------------------------------------------------------------
Total                                                 0.00
--------------------------------------------------------------------------------
Unscheduled Interest
--------------------------------------------------------------------------------
Prepayment Penalties                                  0.00
Yield Maintenance Penalties                           0.00
Other Interest Proceeds                               0.00
--------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Less Fee Paid To Servicer                             0.00
Less Fee Strips Paid by Servicer                      0.00
--------------------------------------------------------------------------------
Less Fees & Expenses Paid By/To Servicer
--------------------------------------------------------------------------------
Special Servicing Fees                                0.00
Workout Fees                                          0.00
Liquidation Fees                                      0.00
Interest Due Serv on Advances                         0.00
Non Recoverable Advances                              0.00
Misc. Fees & Expenses                                 0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Unscheduled Fees & Expenses                     0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Interest Due Trust                              0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Less Fees & Expenses Paid By/To Trust
--------------------------------------------------------------------------------
Trustee Fee                                           0.00
Fee Strips                                            0.00
Misc. Fees                                            0.00
Interest Reserve Withholding                          0.00
Plus Interest Reserve Deposit                         0.00
--------------------------------------------------------------------------------
Total                                                 0.00
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                               Principal Summary
--------------------------------------------------------------------------------
Scheduled Principal:
--------------------
Current Scheduled Principal                           0.00
Advanced Scheduled Principal                          0.00
--------------------------------------------------------------------------------
Scheduled Principal                                   0.00
--------------------------------------------------------------------------------
Unscheduled Principal:
----------------------
Curtailments                                          0.00
Prepayments in Full                                   0.00
Liquidation Proceeds                                  0.00
Repurchase Proceeds                                   0.00
Other Principal Proceeds                              0.00
--------------------------------------------------------------------------------
Total Unscheduled Principal                           0.00
--------------------------------------------------------------------------------
Remittance Principal                                  0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Remittance P&I Due Trust                              0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Remittance P&I Due Certs                              0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                              Pool Balance Summary
--------------------------------------------------------------------------------
                                   Balance          Count
--------------------------------------------------------------------------------
Beginning Pool                      1.00              1
Scheduled Principal                 0.00              0
Unscheduled Principal               0.00              0
Deferred Interest                   0.00
Liquidations                        0.00              0
Repurchases                         0.00              0
--------------------------------------------------------------------------------
Ending Pool                         1.00              1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                           Servicing Advance Summary
--------------------------------------------------------------------------------
                                             Amount
--------------------------------------------------------------------------------
Prior Outstanding
Plus Current Period
Less Recovered
Less Non Recovered
Ending Outstanding
--------------------------------------------------------------------------------
                              Servicing Fee Summary
--------------------------------------------------------------------------------
Current Servicing Fees                                0.00
Plus Fees Advanced for PPIS                           0.00
Less Reduction for PPIS                               0.00
Plus Delinquent Servicing Fees                        0.00
--------------------------------------------------------------------------------
Total Servicing Fees                                  0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              Cap Lease Accretion
Accretion Amt                                         0.00
Distributable Interest                                0.00
Distributable Principal                               0.00
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
                                  PPIS Summary
--------------------------------------------------------------------------------
Gross PPIS                                            0.00
Reduced by PPIE                                       0.00
Reduced by Shortfalls in Fees                         0.00
Reduced by Other Amounts                              0.00
--------------------------------------------------------------------------------
PPIS Reducing Scheduled Interest                      0.00
--------------------------------------------------------------------------------
PPIS Reducing Servicing Fee                           0.00
--------------------------------------------------------------------------------
PPIS Due Certificate                                  0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   Advance Summary (Advance Made by Servicer)
--------------------------------------------------------------------------------
                                   Principal        Interest
--------------------------------------------------------------------------------
Prior Outstanding                   0.00              0.00
Plus Current Period                 0.00              0.00
Less Recovered                      0.00              0.00
Less Non Recovered                  0.00              0.00
Ending Outstanding                  0.00              0.00
--------------------------------------------------------------------------------

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                    Page 3 of 23
<PAGE>

                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1
                      Bond Interrest Reconciliation Detail

<TABLE>
<CAPTION>
--------------------------------------------------------------------
                             Prior     Current
                    Pass    Interest   Interest        Accrual
         Opening    Thru      Due        Due       ---------------
Class    Balance    Rate     Date       Date       Method    Days
-----    -------    ----    --------   --------    ------    ----
<S>      <C>        <C>     <C>        <C>         <C>       <C>

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

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

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

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


<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                                            Current
           Accrued       Total        Total     Distributable   Interest    Period            Remaining
         Certiticate    Interest     Interest    Certificate     Payment   Shortfall/       Outstanding
Class      Interest    Deductions   Additions     Interest       Amount    Recovery      Interest Shortfalls
-----    -----------   ----------   ---------   -------------   --------   ----------    -------------------
<S>      <C>           <C>          <C>         <C>             <C>        <C>           <C>

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

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

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

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

         ---------------------------------------------------------------------------------------------------
</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                    Page 4 of 23
<PAGE>


                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1
                      Bond Interrest Reconciliation Detail

<TABLE>
<CAPTION>
----------------------------------------------------------------
                                          Deductions
                               ---------------------------------
                   Accrued                 Deferred &
        Opening   Certiticate  Allocable   Accretion    Interest
Class   Balance    Interest      PPIS      Interest     Loss/Exp
-----   -------   -----------  ---------   ----------   --------
<S>     <C>       <C>          <C>         <C>          <C>

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

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

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

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

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

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                 Additions
       ----------------------------------------------------------------
       Prior Int   Int Accrual                                Other       Distributable    Interest         Credit Support
       Shortfall     on Prior    Prepayment      Yield       Interest      Certificate     Payment     -----------------------
Class     Due       Shortfall     Premiums    Maintenance   Proceeds(1)      Interest      Amount      Original     Current(3)
-----  ---------   -----------   ----------   -----------   -----------   -------------    --------    --------     ----------
<S>    <C>         <C>           <C>          <C>           <C>              <C>           <C>         <C>          <C>

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

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

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

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

       --------------------------------------------------------------------------------------------
</TABLE>

(1)   Other Interest Proceeds are additional interest amounts specifically
      allocated to the bond(s) and used in determining the bonds Distributable
      Interest.

(3)   Determined as follows: (A) the ending balance of all the classes less (B)
      the sum of (i) the ending balance of the class and (ii) the ending balance
      of al classes which are not subordinate to the class divided by (A).

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                    Page 5 of 23
<PAGE>

                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1
                          Interest Adjustments Summary

Shortfall Allocated to the Bonds:
---------------------------------

Net Prepayment Int. Shortfalls Allocated to the Bonds       0.00

Special Servicing Fees                                      0.00

Workout Fees                                                0.00

Liquidation Fees                                            0.00

Legal Fees                                                  0.00

Misc. Fees & Expenses Paid to Servicer                      0.00

Interest Paid to Servicer on Outstanding Advances           0.00

ASER Interest Advance Reduction                             0.00

Interest Not Advanced (Current Period)                      0.00

Recoup of Prior Advances by Servicer                        0.00

Servicing Fees Paid Servicer on Loans Not Advanced          0.00

Misc. Fees & Expenses Paid by Trust                         0.00

Shortfall Due to Rate Modification                          0.00

Other Interest Loss                                         0.00
                                                      ----------
Total Shortfall Allocated to the Bonds                      0.00
                                                      ==========


Excess Allocated to the Bonds:
------------------------------

Otner Interest Proceeds Due the Bonds                       0.00

Prepayment Interest Excess Due the Bonds                    0.00

Interest Income                                             0.00

Yield Maintenance Penalties Due the Bonds                   0.00

Prepayment Penalties Due the Bonds                          0.00

Recovered ASER Interest Due the Bonds                       0.00

Recovered Interest Due the Bonds                            0.00

ARD Excess Interest                                         0.00
                                                      ----------
Total Excess Allocated to the Bonds                         0.00
                                                      ==========

              Aggregate Interest Adjustment Allocated to the Bonds
     ----------------------------------------------------------------------
     Total Excess Allocated to the Bonds                               0.00

     Less Total Shortfall Alloated to the Bonds                        0.00
                                                                 ----------
Total Interest Adjustments to the Bonds                                0.00
                                                                 ==========

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                    Page 6 of 23
<PAGE>

                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1
          Asset-Backed Facts ~ 15 Month Historical Loan Status Summary


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                     Delinquency  Aging  Categories
                  -------------------------------------------------------------------------------------------------
Distribution       Delinq 1 Month      Delinq 2 Months     Delinq 3+ Months     Foreclosure             REO
Date              #        Balance    #        Balance    #        Balance    #        Balance     #        Balance
------------      ----------------    ----------------    ----------------    ----------------     ----------------
<S>               <C>      <C>        <C>      <C>        <C>      <C>        <C>      <C>         <C>      <C>

                  0        0.00       0        0.00       0        0          0        0.00        0        0.00
2/10/2006         0.00%    0.00%      0.00%    0.00%      0.00%    0.00%      0.00%    0.00%       0.00%    0.00%
-------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------------------
                                Special Event Categories (1)
                 ------------------------------------------------------------
Distribution      Modifications      Specially Serviced       Bankruptcy
Date              #    Balance        #        Balance       #     Balance
------------     ---------------     -------------------     ----------------
<S>              <C>        <C>         <C>      <C>           <C>      <C>
                 0          0.00        0.00     0             0.00     0.00
2/10/2006        0.00%      0.00%       0.00%    0.00%         0.00%    0.00%
-------------------------------------------------------------------------------
</TABLE>


(1)   Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
      the Appropriate Delinquency Aging Category

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                    Page 7 of 23
<PAGE>

                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1
          Asset-Backed Facts ~ 15 Month Historical Payoff/Loss Summary

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------   -----------------
Distribution    Ending Pool (1)      Payoffs (2)          Penalties       Appraisal Reduct(2)   Liquidations(2)   Realized Losses(2)
Date           #        Balance    #        Balance    #        Balance   #        Balance     #        Balance   #        Balance
------------   ----------------    ----------------    ----------------   -------------------  ----------------   -----------------
<S>            <C>        <C>      <C>      <C>        <C>        <C>     <C>      <C>         <C>     <C>        <C>      <C>
10-Feb-06      1          1        0          0        0          0       0          0         0          0       0          0
                                   0.00%    0.00%                         0.00%    0.00%       0.00%    0.00%     0.00%    0.00%
---------------------------------------------------------------------------------------------------------------   -----------------

<CAPTION>
-----------------------------------------------------
Distribution    Remaining Term     Curr Weighted Avg.
Date            Life     Amort      Coupon    Remit
------------   ----------------    ------------------
<S>            <C>        <C>      <C>       <C>
10-Feb-06                 0        0.00%     0.00%

-----------------------------------------------------
</TABLE>

(1)   Percentage based on pool as of cutoff, (2) Percentage based on pool as of
      beginning of period.

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                    Page 8 of 23
<PAGE>

                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1
                          Mortgage Loan Characteristics


                       Distribution of Principal Balances
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                           Weighted Average
Current Scheduled                # of     Scheduled        % of      -----------------------------
   Balance                      Loans      Balance       Balance      Term     Coupon     PFY DSCR
-----------------               -----     ---------      -------     -----     ------     --------
<S>                             <C>       <C>            <C>         <C>       <C>        <C>

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

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

--------------------------------------------------------------------------------------------------
                                0          0             0.00%
--------------------------------------------------------------------------------------------------
</TABLE>

Average Schedule Balance                   0
Maximum Schedule Balance      (9,999,999,999)
Minimum Schedule Balance       9,999,999,999

                     Distribution of Mortgage Interest Rates
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                           Weighted Average
Current Mortgage                 # of     Scheduled        % of      -----------------------------
 Interest Rate                  Loans      Balance       Balance      Term     Coupon     PFY DSCR
-----------------               -----     ---------      -------     -----     ------     --------
<S>                             <C>       <C>            <C>         <C>       <C>        <C>

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

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

--------------------------------------------------------------------------------------------------
                                0          0             0.00%
--------------------------------------------------------------------------------------------------
</TABLE>

Minimum Mortgage Interest Rate      ,900.000%
Maximum Mortgage Interest Rate      ,900.000%

                Distribution of Remaining Term (Fully Amortizing)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                           Weighted Average
Fully Amortizing                 # of     Scheduled        % of      -----------------------------
 Mortgage Loans                 Loans      Balance       Balance      Term     Coupon     PFY DSCR
-----------------               -----     ---------      -------     -----     ------     --------
<S>                             <C>       <C>            <C>         <C>       <C>        <C>

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

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

--------------------------------------------------------------------------------------------------
                                0          0             0.00%
--------------------------------------------------------------------------------------------------
</TABLE>

                Distribution of Remaining Term (Balloon)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                           Weighted Average
    Balloon                      # of     Scheduled        % of      -----------------------------
 Mortgage Loans                 Loans      Balance       Balance      Term     Coupon     PFY DSCR
-----------------               -----     ---------      -------     -----     ------     --------
<S>                             <C>       <C>            <C>         <C>       <C>        <C>

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

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

--------------------------------------------------------------------------------------------------
                                0          0             0.00%
--------------------------------------------------------------------------------------------------
</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                    Page 9 of 23
<PAGE>


                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1
                          Mortgage Loan Characteristics

                           Distribution of DSCR (PFY)

--------------------------------------------------------------------
 Debt Service    # of    Scheduled    % of
Coverage Ratio   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   ---------------------------   ---------------------

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

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

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

--------------------------------------------------------------------
                   0          0        0.00%
--------------------------------------------------------------------

Maximum DSCR    0.000
Minimum DSCR    0.000

                             Geographic Distribution

--------------------------------------------------------------------
 Geographic      # of    Scheduled    % of
  Location       Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   ---------------------------   ---------------------

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

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

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

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

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

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

--------------------------------------------------------------------
                   0          0        0.00%
--------------------------------------------------------------------

                          Distribution of DSCR (Cutoff)

--------------------------------------------------------------------
 Debt Service    # of    Scheduled    % of
Coverage Ratio   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   ---------------------------   ---------------------

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

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

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

--------------------------------------------------------------------
                   0          0        0.00%
--------------------------------------------------------------------

Maximum DSCR    0.000
Minimum DSCR    0.000

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 10 of 23
<PAGE>


                       GE Commercial Mortgage Corporation
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

[LOGO]
LaSalle Bank                                            Revised Date:  21-Mar-06
ABN AMRO                                                Payment Date:        N/A
                                                        Prior Payment:       N/A
                                                        Next Payment:        N/A
                                                        Record Date:         N/A

                             ABN AMRO Acct: 723501.1
                          Mortgage Loan Characteristics

                         Distribution of Property Types

--------------------------------------------------------------------
                 # of    Scheduled    % of
Property Types   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   ---------------------------   ---------------------

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

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

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

--------------------------------------------------------------------
                   0          0        0.00%
--------------------------------------------------------------------

                         Distribution of Loan Seasoning

--------------------------------------------------------------------
   Number        # of    Scheduled    % of
  of Months      Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   ---------------------------   ---------------------

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

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

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

--------------------------------------------------------------------
                   0          0        0.00%
--------------------------------------------------------------------

                        Distribution of Amortization Type

--------------------------------------------------------------------
Amortization     # of    Scheduled    % of
    Type         Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   ---------------------------   ---------------------

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

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

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

--------------------------------------------------------------------
                   0          0        0.00%
--------------------------------------------------------------------

                       Distribution of Year Loans Maturing

--------------------------------------------------------------------
                 # of    Scheduled    % of
    Year         Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   ---------------------------   ---------------------
2006               0         0        0.00%     0    0.00%    0.00
2008               0         0        0.00%     0    0.00%    0.00
2009               0         0        0.00%     0    0.00%    0.00
2010               0         0        0.00%     0    0.00%    0.00
2011               0         0        0.00%     0    0.00%    0.00
2012               0         0        0.00%     0    0.00%    0.00
2013               0         0        0.00%     0    0.00%    0.00
2014               0         0        0.00%     0    0.00%    0.00
2015               0         0        0.00%     0    0.00%    0.00
2016               0         0        0.00%     0    0.00%    0.00
2016               0         0        0.00%     0    0.00%    0.00
2017 & Greater     0         0        0.00%     0    0.00%    0.00



--------------------------------------------------------------------
                   0          0        0.00%
--------------------------------------------------------------------

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 11 of 23
<PAGE>

<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1

                                                    Delinquent Loan Detail
-----------------------------------------------------------------------------------------------------------------------------------
              Paid                    Outstanding   Out. Property   Loan Status    Special
Disclosure    Thru     Current P&I    P&I           Protection      Code (1)       Servicer         Foreclosure   Bankruptcy   REO
Control #     Date     Advance        Advances**    Advances                       Transfer Date    Date          Date         Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>      <C>            <C>           <C>             <C>            <C>              <C>           <C>          <C>







Total
-----------------------------------------------------------------------------------------------------------------------------------
A. In Grace Period                     1. Delinq. 1 month   3. Delinquent 3 + months       5. Non Performing Matured Balloon  9. REO
B. Late Payment but < 1 month delinq.  2. Delinq. 2 month   4. Performing Matured Balloon  7. Foreclosure
-----------------------------------------------------------------------------------------------------------------------------------

** Outstanding P&I Advances include the current period P&I Advances and may include Servicer and Trust Advances.
</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 12 of 23
<PAGE>


<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                                       Loan Level Detail

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              Loan
                                                 Operating             Ending                                                 Status
Disclosure          Property    Maturity  PFY    Statement   Geo.      Principal   Note   Scheduled   Prepayment  Prepayment  Code
Control #   Group   Type        Date      DSCR   Date        Location  Balance     Rate   P&I         Amount      Date         (1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>     <C>         <C>       <C>    <C>         <C>       <C>         <C>    <C>         <C>        <C>          <C>






-----------------------------------------------------------------------------------------------------------------------------------
*  NOI and DSCR, if available and reportable under the terms of the trust agreement, are based on information obtained from the
   related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology used to determine
   such figures.

-----------------------------------------------------------------------------------------------------------------------------------
(1) Legend:

A. In Grace Period                     1. Delinq. 1 month   3. Delinquent 3 + months    5. Non Performing Matured Balloon   9. REO
B. Late Payment but < 1 month delinq.  2. Delinq. 2 month   4. Performing Matured       7. Foreclosure
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 13 of 23
<PAGE>

<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                                      Realized Loss Detail

-----------------------------------------------------------------------------------------------------------------------------------
                                                                    Gross
                                                                    Proceeds
                                                                    as a %                                   Net
                                             Beginning                of       Aggregate     Net           Proceeds
         Disclosure   Appraisal   Appraisal  Scheduled   Gross       Sched.    Liquidation   Liquidation   as a % of        Realized
Period   Control #    Date        Value      Balance     Proceeds   Balance    Expenses *    Proceeds      Sched. Balance    Loss
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>         <C>          <C>        <C>         <C>        <C>        <C>           <C>          <C>               <C>









-----------------------------------------------------------------------------------------------------------------------------------
Current Total

Cumulative
-----------------------------------------------------------------------------------------------------------------------------------

* Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc..
</TABLE>


21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 14 of 23
<PAGE>


<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                           Bond/Collateral Realized Loss Reconciliation

                          Beginning                                                                       Interest
                       Balance of the     Aggregate     Prior Realized        Amounts Covered by         (Shortages)
Prospectus                 Loan at      Realized Loss   Loss Applied to     Overcollateralization    /Excesses applied
  ID          Period     Liquidation      on Loans        Certificates         and other Credit      to Realized Losses

                                                                A                      B                      C
===================================================================================================================================
<S>           <C>      <C>              <C>             <C>                  <C>                     <C>
Cumulative





<CAPTION>

                                                 Additional                                                 (Recoveries)/
                 Modification                   (Recoveries)/         Current Realized   Recoveries of      Realized Loss
Prospectus   Adjustments/Appraisal         Expenses applied to Loss      Applied to     Realized Losses      Applied to
    ID       Reduction Adjustment              Realized Losses         Certififcates*    paid as Cash    Certificate Interest

                        D                           E
==============================================================================================================================
<S>           <C>                    <C>                               <C>              <C>              <C>
Cumulative







</TABLE>


*In the Initial Period the Current Realized Loss Applied to Certificates will
equal Aggregate Realized Loss on Loans - B - C - D + E instead of A - B - C - D
+ E

Description of Fields
---------------------

         A              Prior Realized Loss Applied to Certificates

         B              Reduction to Realized Loss applied to bonds (could
                        represent OC, insurance policies, reserve accounts, etc)

         C              Amounts classified by the Master as interest adjustments
                        from general collections on a loan with a Realized Loss

         D              Adjustments that are based on principal haircut or
                        future interest foregone due to modification

         E              Realized Loss Adjustments, Supplemental Recoveries or
                        Expenses on a previously liquidated loan

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 15 of 23
<PAGE>

<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                                  Appraisal Reduction Detail
-----------------------------------------------------------------------------------------------------------------------------------
Disclosure   Appraisal   Scheduled     AR    Current P&I   ASER        Note      Maturity   Remaining Term      Property
 Control#    Red. Date    Balance    Amount     Advance                Rate       Date          Life              Type
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>         <C>         <C>     <C>           <C>         <C>       <C>        <C>                 <C>




<CAPTION>
Disclosure   Geographic             Appraisal
 Control#     Location   DSCR     Value     Date
------------------------------------------------
<S>          <C>         <C>      <C>       <C>



</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 16 of 23
<PAGE>

<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                       Material Breaches and Material Document Defect Detail

-----------------------------------------------------------------------------------------------------------------------------------
                  Ending              Material
Disclosure        Principal           Breach                       Material Breach and Material Document Defect
Control #         Balance             Date                                    Description
-----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                 <C>            <C>



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

                       Material breaches of pool asset representation or warranties or transaction covenants.
</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 17 of 23
<PAGE>

<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                             Historical Collateral Level Prepayment Report

-----------------------------------------------------------------------------------------------------------------------------------
Disclosure           Payoff       Initial          Payoff        Penalty   Prepayment   Maturity   Property   Geographic
Control #            Period       Balance   Type   Amount        Amount       Date        Date       Type      Location
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>          <C>       <C>    <C>           <C>       <C>          <C>        <C>        <C>








-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                ______________________
                              Current           |                     |
                                                |                     |
                              Cumulative        |                     |
                                                |_____________________|



21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 18 of 23
<PAGE>



<TABLE>
<CAPTION>
 [LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
           ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                          Series 2006-C1                               Prior Payment:       N/A
                                                                                                       Next Payment:        N/A
                                                                                                       Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                    Specially Serviced (Part I) ~ Loan Detail (End of Period)

-----------------------------------------------------------------------------------------------------------------------------------
                          Loan
Disclosure   Servicing   Status         Balance       Note   Maturity  Remaining  Property   Geo.                           NOI
Control #    Xfer Date   Code(1)  Schedule    Actual  Rate    Date        Life     Type      Location  NOI       DSCR       Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>         <C>      <C>        <C>      <C>    <C>        <C>         <C>         <C>   <C>        <C>       <C>
                                                                                                      Not Avail Not Avail  Not Avail





-----------------------------------------------------------------------------------------------------------------------------------
(1) Legend:       A. P&I Adv - in Grace Period             1. P&I Adv - delinquent 1 month      3. P&I Adv - delinquent 3+ months
                  B. P&I Adv - < one month delinq          2. P&I Adv - delinquent 2 months     4. Mat. Balloon/Assumed P&I
                                                           5. Non Performing Mat. Balloon       9. REO
                                                           7. Foreclosure
</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 19 of 23
<PAGE>


<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                               Specially Serviced Loan Detail (Part II) ~ Servicer Comments (End of Period)

-----------------------------------------------------------------------------------------------------------------------------------
Disclosure                        Resolution
Control #                          Strategy                                                       Comments
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                             <C>







-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 20 of 23
<PAGE>

<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                                  Maturity Extension Summary
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                <C>
               Loans which have had their Maturity Dates extended

                           Number of Loans:                                                                           0
                           Stated Principal Balance outstanding:                                                   0.00
                           Weighted Average Extension Period:                                                         0

               Loans in the process of having their Maturity Dates extended

                           Number of Loans:                                                                           0
                           Stated Principal Balance outstanding:                                                   0.00
                           Weighted Average Extension Period:                                                         0


               Loans in the process of having their Maturity Dates further extended

                           Number of Loans:                                                                           0
                           Cutoff Principal Balance:                                                               0.00
                           Weighted Average Extension Period:                                                         0


               Loans paid-off that did experience Maturity Date extensions

                           Number of Loans:                                                                           0
                           Cutoff Principal Balance:                                                               0.00
                           Weighted Average Extension Period:                                                         0


               Loans paid-off that did not experience Maturity Date extensions

                           Number of Loans:                                                                           0
                           Cutoff Principal Balance:                                                               0.00
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 21 of 23
<PAGE>

<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                                       Rating Information

-----------------------------------------------------------------------------------------------------------------------------------
                                                   Original Ratings                             Rating Change/Change Date(1)

Class            CUSIP             Fitch              Moody's              S&P              Fitch           Moody's         S&P
-----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>               <C>                <C>                  <C>              <C>             <C>             <C>







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

NR - Designates that the class was not rated by the rating agency.

(1)   Changed ratings provided on this report are based on information provided by the applicable rating agency via electronic
      transmission. It shall be understood that this transmission will generally have been provided to LaSalle within 30 days of the
      payment date listed on this statement. Because ratings may have changed during the 30 day window, or may not be being provided
      by the rating agency in an electronic format and therefore not being updated on this report, LaSalle recommends that investors
      obtain current rating information directly from the rating agency.
</TABLE>

21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 22 of 23
<PAGE>

<TABLE>
<CAPTION>
[LOGO]    LaSalle Bank                        GE Commercial Mortgage Corporation                      Revised Date:  21-Mar-06
          ABN AMRO                        Commercial Mortgage Pass-Through Certificates               Payment Date:        N/A
                                                         Series 2006-C1                               Prior Payment:       N/A
                                                                                                      Next Payment:        N/A
                                                                                                      Record Date:         N/A

                                                    ABN AMRO Acct: 723501.1
                                                             Legend

-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>
Until this statement/report is filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, the recipient hereof shall be deemed to keep the information contained herein confidential and
such information will not, without the prior consent of the Master Servicer or the Trustee, be disclosed by such recipient or by its
officers, directors, partners, employees, agents or representatives in any manner whatsoever, in whole or in part.




-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


21-Mar-2006 - 15:36() (c) 2006 LaSalle Bank N.A.                   Page 23 of 23


<PAGE>

                                    EXHIBIT H

                           FORM OF OMNIBUS ASSIGNMENT

      [NAME OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT
ASSIGNOR] (the "Assignor") for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, hereby sells, transfers, assigns,
delivers, sets over and conveys, without recourse, representation or warranty,
express or implied, unto "[_______________], as trustee for the registered
holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1" (the "Assignee"), having an office at
[_______________], Attn: Corporate Trust Administrator/GE Commercial Mortgage
Corporation, Series 2006-C1, its successors and assigns, all right, title and
interest of the Assignor in and to:

That certain mortgage and security agreement, deed of trust and security
agreement, deed to secure debt and security agreement, or similar security
instrument (the "Security Instrument"), and that certain Promissory Note (the
"Note"), for each of the Mortgage Loans shown on the Mortgage Loan Schedule
attached hereto as Exhibit A, and that certain assignment of leases and rents
given in connection therewith and all of the Assignor's right, title and
interest in any claims, collateral, insurance policies, certificates of deposit,
letters of credit, escrow accounts, performance bonds, demands, causes of action
and any other collateral arising out of and/or executed and/or delivered in or
to or with respect to the Security Instrument and the Note, together with any
other documents or instruments executed and/or delivered in connection with or
otherwise related to the Security Instrument and the Note.

      IN WITNESS WHEREOF, the Assignor has executed this instrument under seal
to be effective as of the [__] day of [ ], 20[__].

                                       [NAME OF CURRENT ASSIGNOR]

                                     By:
                                        ----------------------------
                                     Name:
                                     Title:


<PAGE>

                                    EXHIBIT I

                                   [RESERVED]


<PAGE>

                                    EXHIBIT J

                        FORM OF CONFIDENTIALITY AGREEMENT

                                     [Date]

Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina 28262-1075
Attention:  GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1

      Re: Information regarding GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1

Ladies and Gentlemen:

      In connection with the GE Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1 (the "Certificates"), we
acknowledge that we will be furnished by the [Servicer] [Special Servicer] (and
may have been previously furnished) with certain information (the
"Information"), provided by LaSalle Bank National Association, as trustee (the
"Trustee"), GE Commercial Mortgage Corporation, as depositor (the "Depositor")
and the borrowers under certain of the Mortgage Loans. For the purposes of this
letter agreement (this "Agreement"), "Representative" of a Person refers to such
Person's directors, officers, employees, and agents; and "Person" refers to any
individual, group or entity.

      In connection with and in consideration of our being provided with
Information, we hereby acknowledge and agree that we are requesting and will use
the Information solely for purposes of making investment decisions with respect
to the above-referenced Certificates and will not disclose such Information to
any other Person or entity unless required to do so by law; provided such
Information may be disclosed to the auditors and regulators of the undersigned
or to any person or entity that is contemplating the purchase of any Certificate
held by the undersigned or of an interest therein, but only if such person or
entity confirms in writing such contemplation of a prospective ownership
interest and agrees in writing to keep such Information confidential.

      This Agreement shall not apply to any of the Information which: (i) is or
becomes generally available and known to the public other than as a result of a
disclosure directly or indirectly by us or any of our Representatives; (ii)
becomes lawfully available to us on a nonconfidential basis from a source other
than you or one of your Representatives, which source is not bound by a
contractual or other obligation of confidentiality to any Person; or (iii) was
lawfully known to us on a nonconfidential basis prior to its disclosure to us by
you.

      Notwithstanding anything to the contrary contained herein, we (and each of
our employees, representative or other agents) may disclose to any and all
persons, without limitation of any kind, the federal income tax treatment and
tax structure of the above-referenced Certificates, any fact relevant to
understanding the federal tax treatment or tax structure of the above-referenced
Certificates, and all materials of any kind (including opinions or other tax
analysis) relating to such federal tax treatment or tax structure other than the
identity of the Depositor and information that would permit the identification
of the Depositor.

      Capitalized terms used but not defined herein shall have the meaning
assigned thereto in that certain Pooling and Servicing Agreement, dated as of
March 1, 2006, by and among the Depositor, the Trustee, Wachovia Bank, National
Association, as Servicer (the "Servicer") and LNR Partners, Inc., as Special
Servicer (the "Special Servicer").

      The undersigned shall be fully liable for any breach of this agreement by
itself or any of its Representatives and shall indemnify the Depositor, the
Servicer, the Special Servicer, the Trustee and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the
undersigned or any of its Representatives.

      This Agreement, when signed by us, will constitute our agreement with
respect to the subject matter contained herein.

                                       Very truly yours,

                                          [NAME OF ENTITY]



                                       By:
                                          ------------------------------
                                       Name:
                                       Title:


<PAGE>

                                    EXHIBIT K

                         FORM OF INVESTOR CERTIFICATION

                                                      Dated:

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

      In accordance with the Pooling and Servicing Agreement, dated as of March
1, 2006 (the "Agreement"), by and among GE Commercial Mortgage Corporation, as
Depositor, Wachovia Bank, National Association, as Servicer, LNR Partners, Inc.,
as Special Servicer and LaSalle Bank National Association, as Trustee, with
respect to the above referenced certificates (the "Certificates"), the
undersigned hereby certifies and agrees as follows:

      1. The undersigned is a beneficial owner or prospective purchaser of the
Class __ Certificates.

      2. The undersigned is requesting access to the Trustee's internet website
containing certain information (the "Information") and/or is requesting the
information identified on the schedule attached hereto (also, the "Information")
pursuant to the provisions of the Agreement.

      3. In consideration of the Trustee's disclosure to the undersigned of the
Information, or access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an
evaluation in connection with purchasing the related Certificates, from its
accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Trustee, be
otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the "Representatives") in
any manner whatsoever, in whole or in part.

      4. The undersigned will not use or disclose the Information in any manner
which could result in a violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or of the Securities Exchange Act of
1934, as amended, or would require registration of any Certificate pursuant to
Section 5 of the Securities Act.

      5. The undersigned shall be fully liable for any breach of this agreement
by itself or any of its Representatives and shall indemnify the Depositor, the
Servicer, the Special Servicer, the Trustee and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the
undersigned or any of its Representatives.

      6. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                     ------------------------------------------
                                     Certificate Owner or Prospective Purchaser

                                       By:
                                          ------------------------------------

                                       Title:
                                             ---------------------------------

                                       Company:
                                                ------------------------------

                                       Phone:
                                             ---------------------------------


<PAGE>

                                    EXHIBIT L

                                   [RESERVED]


<PAGE>


                                    EXHIBIT M

                         FORM OF PURCHASE OPTION NOTICE

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina 28262-1075
Attention:  GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1

      Re: GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1

Ladies and Gentlemen:

      The undersigned hereby acknowledges that it is the holder of an assignable
option (the "Purchase Option") to purchase Mortgage Loan number ____ from the
Trust Fund, pursuant to Section 3.18 of the pooling and servicing agreement (the
"Pooling and Servicing Agreement") dated as of March 1, 2006, by and among GE
Commercial Mortgage Corporation, as depositor (the "Depositor"), Wachovia Bank,
National Association, as servicer (the "Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer") and LaSalle Bank National Association,
as trustee. Capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Pooling and Servicing Agreement.

      The undersigned, holder of the Purchase Option (the "Option Holder"), [is
the Directing Certificateholder] [acquired its Purchase Option from the
Directing Certificateholder on ___________] [is the Special Servicer] [acquired
its Purchase Option from the Special Servicer].

      The undersigned Option Holder is exercising its Purchase Option at the
cash price of $______________, which amount equals or exceeds the Option Price,
as defined in Section 3.18(c) of the Pooling and Servicing Agreement. Within ten
(10) Business Days of its receipt of the Servicer's notice confirming that the
exercise of its Purchase Option is effective, [the undersigned Option Holder]
[______________, an Affiliate of the undersigned Option Holder] will deliver the
Option Price to or at the direction of the Servicer in exchange for the release
of the Mortgage Loan[, the related Mortgaged Property and delivery of the
related Mortgage File].

      The undersigned Option Holder agrees that it shall prepare and provide the
Servicer with such instruments of transfer or assignment, in each case without
recourse, as shall be reasonably necessary to vest in it or its designee the
ownership of Mortgage Loan No. ___, together with such other documents or
instruments as the Servicer shall reasonably require to consummate the purchase
contemplated hereby.

      The undersigned Option Holder acknowledges and agrees that its exercise of
its Purchase Option Notice may not be revoked and, further, that upon receipt of
the Servicer's notice confirming that the exercise of its Purchase Option is
effective, the undersigned Option Holder, or its designee, shall be obligated to
close its purchase of Mortgage Loan No. ___ in accordance with the terms and
conditions of this letter and of the Pooling and Servicing Agreement.

                                        Very truly yours,

                                        [Option Holder]

                                        By:
                                        Name:
                                        Title:

      [By signing this letter in the space provided below, the [Directing
Certificateholder] [Special Servicer] hereby acknowledges and affirms that it
transferred its Purchase Option to the Option Holder identified above on
[_________].


[-----------------------]


By:
   ----------------------
Name:

Title:]


<PAGE>

                                    EXHIBIT N

                        FORM OF TRANSFER CERTIFICATE FOR
                      RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S
                   BOOK-ENTRY CERTIFICATE ON OR PRIOR TO THE RELEASE DATE

      (Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)

                       GE Commercial Mortgage Corporation,
                 Commercial Mortgage Pass-Through Certificates,
                   Series 2006-C1, Class (the "Certificates")

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

TO:   [Morgan Guaranty Trust Company
      of New York, Brussels Office
      Euroclear Operation Center
      or
      Clearstream Services]

      Re: Transfer of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1 Class

Ladies and Gentlemen:

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of March 1, 2006 (the "Pooling and Servicing Agreement"), by and among GE
Commercial Mortgage Corporation, as depositor (the "Depositor"), Wachovia Bank,
National Association, as servicer (the "Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer") and LaSalle Bank National Association,
as trustee (the "Trustee"), on behalf of the holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

      This letter relates to US $_______ aggregate [Certificate
Balance][Notional Amount] of Certificates (the "Certificates") which are held in
the form of the Rule 144A Book-Entry Certificate (CUSIP No. _________) with the
Depository in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest for an interest
in the Regulation S Book-Entry Certificate (CUSIP No. __________) to be held
with [Euroclear] [Clearstream]* (Common Code No.____________) through the
Depository.

------------
* Select appropriate depository.


            In connection with such request and in respect of such Certificates,
the Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the
Transferor does hereby certify that:

      (1) the offer of the Certificates was not made to a person in the United
      States,

      (2) [at the time the buy order was originated, the transferee was outside
      the United States or the Transferor and any person acting on its behalf
      reasonably believed that the transferee was outside the United States]
      [the transaction was executed in, on or through the facilities of a
      designated offshore securities market and neither the transferor nor any
      person acting on its behalf knows that the transaction was pre-arranged
      with a buyer in the United States],**

      (3) the transferee is not a U.S. Person within the meaning of Rule 902(o)
      of Regulation S nor a Person acting for the account or benefit of a U.S.
      Person,

      (4) no directed selling efforts have been made in contravention of the
      requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable,

      (5) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act, and

      (6) upon completion of the transaction, the beneficial interest being
      transferred as described above will be held with the Depository through
      [Euroclear] [Clearstream].*

------------
*  Select appropriate depository.
** Insert one of these two provisions, which come from the definition of
   "off-shore transaction" in Regulation S.


<PAGE>

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.

                                      [Insert Name of Transferor]

                                       By:
                                          --------------------------------
                                       Name:
                                       Title:
                                       Dated:


<PAGE>

                                    EXHIBIT O

                        FORM OF TRANSFER CERTIFICATE FOR
                      RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S
                  BOOK-ENTRY CERTIFICATE AFTER THE RELEASE DATE

      (Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

      Re: Transfer of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1 Class

Ladies and Gentlemen:

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of March 1, 2006 (the "Pooling and Servicing Agreement"), by and among GE
Commercial Mortgage Corporation, as depositor (the "Depositor"), Wachovia Bank,
National Association, as servicer (the "Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer") and LaSalle Bank National Association,
as trustee (the "Trustee"), on behalf of the holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

      This letter relates to US $________ aggregate [Certificate Balance]
[Notional Amount] of Certificates (the "Certificates") which are held in the
form of the Rule 144A Book-Entry Certificate (CUSIP No. ________) with the
Depository in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest in the
Certificates for an interest in the Regulation S Book-Entry Certificate (Common
Code No. _____).

      In connection with such request, and in respect of such Certificates, the
Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and, (i) with respect to transfers made in reliance on Regulation S
under the Securities Act of 1933, as amended (the "Securities Act"), the
Transferor does hereby certify that:

      (1) the offer of the Certificates was not made to a person in the United
      States;

      (2) [at the time the buy order was originated, the transferee was outside
      the United States or the Transferor and any person acting on its behalf
      reasonably believed that the transferee was outside the United States]
      [the transaction was executed in, on or through the facilities of a
      designated offshore securities market and neither the Transferor nor any
      person acting on its behalf knows that the transaction was pre-arranged
      with a buyer in the United States];*

      (3) no directed selling efforts have been made in contravention of the
      requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
      and

      (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.

                                       [Insert Name of Transferor]

                                       By:
                                          ------------------------------
                                       Name:
                                       Title:
                                       Dated:

-----------------
* Insert one of these two provisions, which come from the definition of
  "off-shore transaction" in Regulation S.
<PAGE>

                                    EXHIBIT P

                        FORM OF TRANSFER CERTIFICATE FOR
                       REGULATION S BOOK-ENTRY CERTIFICATE
                       TO RULE 144A BOOK-ENTRY CERTIFICATE
                         ON OR PRIOR TO THE RELEASE DATE

      (Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

      Re: Transfer of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1 Class

Ladies and Gentlemen:

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of March 1, 2006 (the "Pooling and Servicing Agreement"), by and among GE
Commercial Mortgage Corporation, as depositor (the "Depositor"), Wachovia Bank,
National Association, as servicer (the "Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer") and LaSalle Bank National Association,
as trustee (the "Trustee"), on behalf of the holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

      This letter relates to US $________ aggregate [Certificate Balance]
[Notional Amount] of Certificates (the "Certificates") which are held in the
form of the Regulation S Book-Entry Certificate (CUSIP No. _______) with
[Euroclear] [Clearstream]* (Common Code No.__________) through the Depository in
the name of [insert name of transferor] (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest in the Certificates for an
interest in the Regulation 144A Book-Entry Certificate (CUSIP No.____________).

-------------
* Select appropriate depository.


      In connection with such request, and in respect of such Certificates, the
Transferor does hereby certify that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Pooling and
Servicing Agreement and (ii) Rule 144A under the Securities Act to a transferee
that the Transferor reasonably believes is purchasing the Certificates for its
own account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any jurisdiction.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer, the Special
Servicer and the Initial Purchasers of the offering of the Certificates.

                                       [Insert Name of Transferor]

                                        By:
                                          ------------------------------
                                       Name:
                                       Title:
                                       Dated:


<PAGE>

                                    EXHIBIT Q

               FORM OF TRANSFER CERTIFICATE FOR TRANSFERS WITHIN REGULATION S
                   BOOK-ENTRY CERTIFICATE ON OR PRIOR TO THE RELEASE DATE

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securities and Trust Services--GECMC 2006-C1
GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

      Re: Transfer of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1 Class

Ladies and Gentlemen:

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of March 1, 2006 (the "Pooling and Servicing Agreement"), by and among GE
Commercial Mortgage Corporation, as depositor (the "Depositor"), Wachovia Bank,
National Association, as servicer (the "Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer") and LaSalle Bank National Association,
as trustee (the "Trustee"), on behalf of the holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 in
connection with the transfer by _______________ of a beneficial interest of
$___________ [Certificate Balance] [Notional Amount] in a Book-Entry Certificate
on or prior to the Release Date to the undersigned (the "Transferee"). The
Transferee desires to beneficially own such transferred interest in the form of
the Regulation S Book-Entry Certificate. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing
Agreement.

            In connection with such transfer, the Transferee does hereby certify
that it is not a "U.S. Person" (within the meaning of Rule 902 of Regulation S
under the Securities Act of 1933, as amended). This certificate and the
statements contained herein are made for your benefit and the benefit of the
Depositor, the Trustee, the Servicer and the Special Servicer.

                                       [Insert Name of Transferor]

                                       By:
                                          ------------------------------
                                       Name:
                                       Title:
                                       Dated:


<PAGE>


                                   EXHIBIT R-1

             FORM OF TRANSFER CERTIFICATE FOR DEFINITIVE CERTIFICATE
                     TO REGULATION S BOOK-ENTRY CERTIFICATE
                         ON OR PRIOR TO THE RELEASE DATE

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

      Re: Transfer of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1 Class

Ladies and Gentlemen:

      This certificate is delivered pursuant to Section 5.02(b) of the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), by and among GE Commercial Mortgage Corporation, as depositor (the
"Depositor"), Wachovia Bank, National Association, as servicer (the "Servicer"),
LNR Partners, Inc., as special servicer (the "Special Servicer") and LaSalle
Bank National Association, as trustee (the "Trustee"), on behalf of the holders
of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, Class __ (the "Certificates") in connection with
the transfer by the undersigned (the "Transferor") of $__________________
[Certificate Balance] [Notional Amount] of Certificates, in fully registered
form (such transferred interest being the "Transferred Interest") to ___________
(the "Transferee"), who will take delivery in the form of a beneficial interest
in such [Certificate Balance] [Notional Amount] in the Regulation S Book-Entry
Certificate maintained by the Depository Trust Company or its successor as
Depository under the Pooling and Servicing Agreement.

      In connection with such transfer, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions set
forth in the Pooling and Servicing Agreement and the Certificates and (i) with
respect to transfers made in accordance with Regulation S ("Regulation S")
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
the Transferor does hereby certify that:

      (1) the offer of the Transferred Interest was not made to a person in the
      United States;

      (2) [at the time the buy order was originated, the Transferee was outside
      the United States or the Transferor and any person acting on its behalf
      reasonably believed that the Transferee was outside the United States]
      [the transaction was executed in, on or through the facilities of a
      designated offshore securities market and neither the undersigned nor any
      person acting on its behalf knows that the transaction was pre-arranged
      with a buyer in the United States];*

      (3) the transferee is not a U.S. Person within the meaning of Rule 902(o)
      of Regulation S nor a person acting for the account or benefit of a U.S.
      Person, and upon completion of the transaction, the Transferred Interest
      will be held with the Depository through [Euroclear] [Clearstream];**

      (4) no directed selling efforts have been made in contravention of the
      requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
      and

      (5) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.

                                       [Name of Transferor]

                                       By:
                                          ------------------------------
                                       Name:
                                       Title:
                                       Dated:

-----------------
* Insert one of these two provisions, which come from the definition of
   "off-shore transaction" in Regulation S.
** Select appropriate depository.


<PAGE>

                                   EXHIBIT R-2

             FORM OF TRANSFER CERTIFICATE FOR DEFINITIVE CERTIFICATE
                     TO REGULATION S BOOK-ENTRY CERTIFICATE
                             AFTER THE RELEASE DATE

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

      Re: Transfer of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1 Class

Ladies and Gentlemen:

      This certificate is delivered pursuant to Section 5.02(b) the Pooling and
Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), by and among GE Commercial Mortgage Corporation, as depositor (the
"Depositor"), Wachovia Bank, National Association, as servicer (the "Servicer"),
LNR Partners, Inc., as special servicer (the "Special Servicer") and LaSalle
Bank National Association, as trustee (the "Trustee"), on behalf of the holders
of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, Class __ (the "Certificates") in connection with
the transfer by the undersigned (the "Transferor") of $__________________
[Certificate Balance][Notional Amount] of Certificates, in fully registered form
(such transferred interest being the "Transferred Interest") to ___________ (the
"Transferee"), who will take delivery in the form of a beneficial interest in
such [Certificate Balance] [Notional Amount] in the Regulation S Book-Entry
Certificate maintained by the Depository Trust Company or its successor as
Depository under the Pooling and Servicing Agreement.

      In connection with such transfer, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions set
forth in the Pooling and Servicing Agreement and the Certificates and (i) with
respect to transfers made in accordance with Regulation S ("Regulation S")
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
the Transferor does hereby certify that:

      (1) the offer of the Transferred Interest was not made to a person in the
      United States;

      (2) [at the time the buy order was originated, the Transferee was outside
      the United States or the Transferor and any person acting on its behalf
      reasonably believed that the Transferee was outside the United States]
      [the transaction was executed in, on or through the facilities of a
      designated offshore securities market and neither the undersigned nor any
      person acting on its behalf knows that the transaction was pre-arranged
      with a buyer in the United States];*

      (3) no directed selling efforts have been made in contravention of the
      requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
      and

      (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.

                                       [Name of Transferor]

                                       By:
                                          --------------------------------
                                       Name:
                                       Title:

                                       Dated:

-----------------
* Insert one of these two provisions, which come from the definition of
   "off-shore transaction" in Regulation S.


<PAGE>

                                    EXHIBIT S

             FORM OF TRANSFER CERTIFICATE FOR BOOK-ENTRY CERTIFICATE
                     TO REGULATION S DEFINITIVE CERTIFICATE

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services--GECMC 2006-C1

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

      Re: Transfer of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1 Class

Ladies and Gentlemen:

      This certificate is delivered pursuant to Section 5.02(b) the Pooling and
Servicing Agreement, dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), by and among GE Commercial Mortgage Corporation, as depositor (the
"Depositor"), Wachovia Bank, National Association, as servicer (the "Servicer"),
LNR Partners, Inc., as special servicer (the "Special Servicer") and LaSalle
Bank National Association, as trustee (the "Trustee"), on behalf of the holders
of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, Class __ (the "Certificates") in connection with
the transfer by the undersigned (the "Transferor") of a beneficial interest in
$__________________ [Certificate Balance] [Notional Amount] of Book-Entry
Certificates to _________ (the "Transferee"), who will take delivery in fully
registered form (such transferred interest being the "Transferred Interest").

      In connection with such transfer, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions set
forth in the Pooling and Servicing Agreement and the Certificates and (i) with
respect to transfers made in accordance with Regulation S ("Regulation S")
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
the Transferor does hereby certify that:

      (1) the offer of the Transferred Interest was not made to a person in the
      United States;

      (2) [at the time the buy order was originated, the Transferee was outside
      the United States or the Transferor and any person acting on its behalf
      reasonably believed that the Transferee was outside the United States]
      [the transaction was executed in, on or through the facilities of a
      designated offshore securities market and neither the undersigned nor any
      person acting on its behalf knows that the transaction was pre-arranged
      with a buyer in the United States];*

      (3) no directed selling efforts have been made in contravention of the
      requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
      and

      (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.

                                       [Name of Transferor]

                                       By:
                                          --------------------------------
                                       Name:
                                       Title:

                                       Dated:

-----------------
* Insert one of these two provisions, which come from the definition of
   "off-shore transaction" in Regulation S.

<PAGE>
                                    EXHIBIT T

                                WHOLE LOAN REPORT
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                       Original     Original                  Paid Thru
               Prosupp                                Total Loan    Split          Split      Date as
               ID or                                    Amount      Amount       Amount as    of
               Sequence                                (same for    Included     of Closing   Closing
     Tran ID   Number   Contributor     Loan Name        each)      in Trust        Date      Date
---------------------------------------------------------------------------------------------------------
<S>            <C>      <C>          <C>              <C>           <C>           <C>            <C>
BACM 2005-6         1        BOA     277 Park Avenue  $500,000,000  $260,000,000  $260,000,000   3/06
---------------------------------------------------------------------------------------------------------
GECMC 2006-C1       1        BOA     277 Park Avenue  $500,000,000  $190,000,000  $190,000,000   3/06
---------------------------------------------------------------------------------------------------------
N/A                 N/A      BOA     277 Park Avenue  $500,000,000        N/A      $50,000,000   3/06
---------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                               P&I        T&I/PPA
                Split Loan                     Advancing  Advancing
                ID (A-1,                       Servicer   Servicer
                A-2, B,    Paying    Master    (Y, N,     (Y, N,     Special
     Tran ID    Mezz)      Agent     Servicer   n/a)       n/a)      Servicer
--------------------------------------------------------------------------------
BACM 2005-6         A-1      LaSalle    BOA         Y          Y           LNR
--------------------------------------------------------------------------------
GECMC 2006-C1       A-2      LaSalle  Wachovia      N          N           LNR
--------------------------------------------------------------------------------
N/A                 A-3          N/A    N/A        N/A        N/A          N/A
--------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                      Original     Original                  Paid Thru
               Prosupp                                Total Loan    Split          Split      Date as
               ID or                                    Amount      Amount       Amount as    of
               Sequence                                (same for    Included     of Closing   Closing
     Tran ID   Number   Contributor     Loan Name        each)      in Trust        Date      Date
----------------------------------------------------------------------------------------------------------
<S>            <C>      <C>            <C>              <C>           <C>           <C>           <C>
BACM 2005-6      2       BOA           KinderCare       $650,000,000  $350,000,000  $349,125,000  3/06
                                       Portfolio
----------------------------------------------------------------------------------------------------------
GECMC 2006-C1    2       BOA           KinderCare       $650,000,000  $150,000,000  $149,625,000  3/06
                                       Portfolio
----------------------------------------------------------------------------------------------------------
BACM 2006-1      1       BOA           KinderCare       $650,000,000  $150,000,000  $149,625,000  3/06
                                       Portfolio
----------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                               P&I        T&I/PPA
                Split Loan                     Advancing  Advancing
                ID (A-1,                       Servicer   Servicer
                A-2, B,    Paying    Master    (Y, N,     (Y, N,     Special
     Tran ID    Mezz)      Agent     Servicer   n/a)       n/a)      Servicer
--------------------------------------------------------------------------------
BACM 2005-6      A-1      LaSalle    BOA         Y          Y       LNR
--------------------------------------------------------------------------------
GECMC 2006-C1    A-2      LaSalle   Wachovia     N          N       LNR
--------------------------------------------------------------------------------
BACM 2006-1      A-3      Wells      BOA         N          N       Midland
--------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                      Original     Original                  Paid Thru
               Prosupp                                Total Loan    Split          Split      Date as
               ID or                                    Amount      Amount       Amount as    of
               Sequence                                (same for    Included     of Closing   Closing
     Tran ID   Number   Contributor     Loan Name        each)      in Trust        Date      Date
------------------------------------------------------------------------------------------------------------
<S>            <C>     <C>            <C>               <C>           <C>           <C>           <C>
GMACCM 2006-C1   2      GACC          James Center      $150,000,000  $100,000,000  $100,000,000  3/06
------------------------------------------------------------------------------------------------------------
GECMC 2006-C1    7      GACC          James Center      $150,000,000  $50,000,000   $50,000,000   3/06
------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                               P&I        T&I/PPA
                Split Loan                     Advancing  Advancing
                ID (A-1,                       Servicer   Servicer
                A-2, B,    Paying    Master    (Y, N,     (Y, N,     Special
     Tran ID    Mezz)      Agent     Servicer   n/a)       n/a)      Servicer
--------------------------------------------------------------------------------
GMACCM 2006-C1    A-1      Wells      GMAC        Y          Y      CWCapital
--------------------------------------------------------------------------------
GECMC 2006-C1     A-2      Wells    Wachovia      Y          N      CWCapital
--------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                      Original      Original                  Paid Thru
               Prosupp                                Total Loan    Split          Split      Date as
               ID or                                    Amount      Amount       Amount as    of
               Sequence                                (same for    Included     of Closing   Closing
     Tran ID   Number   Contributor     Loan Name        each)      in Trust        Date      Date (1)
------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>           <C>             <C>          <C>         <C>           <C>
GECMC 2006-C1    8        GACC      Level 3           $70,000,000  $45,000,000 $45,000,000   3/06
                                    Communications
------------------------------------------------------------------------------------------------------------
                                    Level 3
N/A              N/A      GACC      Communications    $70,000,000  N/A         $25,000,000   3/06
------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                               P&I        T&I/PPA
                Split Loan                     Advancing  Advancing
                ID (A-1,                       Servicer   Servicer
                A-2, B,    Paying    Master    (Y, N,     (Y, N,     Special
     Tran ID    Mezz)      Agent     Servicer   n/a)       n/a)      Servicer
--------------------------------------------------------------------------------
GECMC 2006-C1     A        LaSalle   Wachovia     Y          Y           LNR
--------------------------------------------------------------------------------
N/A               B        N/A        N/A         N/A        N/A         N/A
--------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                      Original      Original                  Paid Thru
               Prosupp                                Total Loan    Split          Split      Date as
               ID or                                    Amount      Amount       Amount as    of
               Sequence                                (same for    Included     of Closing   Closing
     Tran ID   Number   Contributor     Loan Name        each)      in Trust        Date      Date (2)
------------------------------------------------------------------------------------------------------------
<S>              <C>     <C>         <C>                <C>          <C>         <C>           <C>
GECMC 2006-C1    84]     GECC        400 Broadway       $5,417,000   $5,117,000  $5,117,,000   3/06
------------------------------------------------------------------------------------------------------------
N/A              N/A     GECC        400 Broadway       $5,417,000   N/A         $300,000      3/06
------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                               P&I        T&I/PPA
                Split Loan                     Advancing  Advancing
                ID (A-1,                       Servicer   Servicer
                A-2, B,    Paying    Master    (Y, N,     (Y, N,     Special
     Tran ID    Mezz)      Agent     Servicer   n/a)       n/a)      Servicer
--------------------------------------------------------------------------------
GECMC 2006-C1     A      LaSalle  Wachovia         Y          Y        LNR
--------------------------------------------------------------------------------
N/A               B       N/A       N/A           N/A        N/A       N/A
--------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                   EXHIBIT U-1

                        FORM OF PERFORMANCE CERTIFICATION

      Re: GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, issued pursuant to the Pooling and Servicing
Agreement dated as of March 1, 2006 (the "Pooling and Servicing Agreement")
between GE Commercial Mortgage Corporation, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), LNR Partners,
Inc., as special servicer (the "Special Servicer") and LaSalle Bank National
Association, as trustee (the "Trustee").

      Capitalized terms used but not defined herein have the meanings set forth
in the Pooling and Servicing Agreement.

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

      I, [identity of certifying individual], the senior officer in charge of
securitization of the Depositor, hereby certify that:

      1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of GE Commercial Mortgage Corporation, Series 2006-C1 Trust (the "Exchange
Act Periodic Reports");

      2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;

      3. Based on my knowledge, all distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act Periodic Reports;

      4. Based on my knowledge and the servicer compliance statement(s) required
in this report under Item 1123 of Regulation AB, and except as disclosed in the
Exchange Act Periodic Reports, the servicer(s) [has/have] fulfilled [its/their]
obligations under the Pooling and Servicing Agreement or the applicable
sub-servicing agreement or primary servicing agreement; and

      5. All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment
of compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties;

      o     Wachovia Bank, National Association, as Master Servicer;

      o     LNR Partners, Inc., as Special Servicer;

      o     LaSalle Bank National Association, as Trustee; and

      o     Bank of America, National Association, as Sub-Servicer

      o     [names of sub-servicers]

Date:  [___]

                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:


<PAGE>

                                   EXHIBIT U-2

                   FORM OF SERVICER PERFORMANCE CERTIFICATION

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

      Re: GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, issued pursuant to the Pooling and Servicing
Agreement dated as of March 1, 2006 (the "Pooling and Servicing Agreement")
between GE Commercial Mortgage Corporation, as depositor, Wachovia Bank,
National Association, as servicer (the "Master Servicer"), LNR Partners, Inc.,
as special servicer (the "Special Servicer") and LaSalle Bank National
Association, as trustee (the "Trustee").

      Capitalized terms used but not defined herein have the meanings set forth
in the Pooling and Servicing Agreement.

      I, [identity of certifying individual], a [title] of Wachovia Bank,
National Association, hereby certify to the Depositor and its officers,
directors and Affiliates (collectively, the "Certification Parties") as follows,
with the knowledge and intent that the Certification Parties will rely on this
Certification:

      1. I have reviewed the servicing reports relating to the Trust delivered
by the Master Servicer pursuant to the Pooling and Servicing Agreement covering
the fiscal year [_____] (collectively, the "Master Servicer Periodic Reports");

      2. Based on my knowledge, and (a) assuming the accuracy of the statements
required to be made in the corresponding certificate of the Special Servicer
pursuant to Section 11.08 of the Pooling and Servicing Agreement and (b)
assuming that the information regarding the mortgage loans, the mortgagors or
the mortgaged properties in the prospectus (the "Mortgage Information") does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statement made, in the light of the circumstances under
which such statements were made, not misleading (but only to the extent that
such Mortgage Information is or shall be used by the servicer to prepare the
servicing reports), the Master Servicer Periodic Reports, taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made therein, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by the Form 10-K;

      3. Based on my knowledge, assuming the accuracy of the statements required
to be made in the corresponding certificate of the Special Servicer pursuant to
Section 11.08 of the Pooling And Servicing Agreement, all servicing information
required to be provided in the Master Servicer Periodic Reports under the
provisions of the Pooling and Servicing Agreement for the calendar year
preceding the date of the Form 10-K is included in the Master Servicer Periodic
Reports;

      4. I am responsible for reviewing the activities performed by the Master
Servicer and based on my knowledge and the compliance review conducted in
preparing the Master Servicer's compliance statement under the Pooling and
Servicing Agreement in connection with Item 1123 of Regulation AB, and except as
disclosed in the Master Servicer Periodic Reports, the Master Servicer has
fulfilled its obligations under the Pooling and Servicing Agreement in all
material respects;

      5. I have disclosed to the accountants that are to deliver the attestation
report on assessment of compliance with servicing criteria for asset-backed
securities in respect of the Master Servicer with respect to the Trust's fiscal
year [_____] all information relating to the Master Servicer's assessment of
compliance with the Relevant Servicing Criteria in order to enable them to
conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and

      6. All annual assessment reports required under Section 11.12 of the
Pooling and Servicing Agreement and their related annual attestation reports
required to be provided to the Trustee and the Depositor by the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (other
than a Loan Seller Sub-Servicer) under or as contemplated by the Pooling and
Servicing Agreement have been provided thereby. Based on my knowledge, there are
no significant deficiencies relating to the Master Servicer's or any such other
party's compliance with the Relevant Servicing Criteria, in each case based upon
the annual attestation report provided by a registered public accounting firm,
after conducting a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB, delivered pursuant to Section 11.13
of the Pooling and Servicing Agreement, except as disclosed in such report.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [name of
trustee, name or paying agent, certificate administrator or other similar party;
name of depositor; name of servicer; name of other subservicers].

      In addition, notwithstanding the foregoing certifications under clauses
(2) and (3) above, the Master Servicer does not make any certification under
such clauses (2) and (3) above with respect to the information in the servicing
reports delivered by the Master Servicer to the Trustee referred to in such
clauses (2) and (3) above that is in turn dependent upon information provided by
the Special Servicer under the Pooling and Servicing Agreement beyond the
corresponding certification actually provided by the Special Servicer pursuant
to Section 11.08 of the Pooling and Servicing Agreement. Further,
notwithstanding the foregoing certifications, the Master Servicer does not make
any certification under the foregoing clauses (1) through (5) that is in turn
dependent (i) upon information required to be provided by any Sub-Servicer
acting under a Sub-Servicing Agreement that the Master Servicer entered into in
connection with the issuance of the Certificates, or upon the performance by any
such Sub-Servicer of its obligations pursuant to any such Sub-Servicing
Agreement, in each case beyond the respective backup certifications actually
provided by such Sub-Servicer to the Master Servicer with respect to the
information that is the subject of such certification, or (ii) upon information
required to be provided by the Non-Serviced Mortgage Loan Servicer or upon the
performance by the Non-Serviced Mortgage Loan Servicer of its obligations
pursuant to the Non-Serviced Mortgage Loan Pooling and Servicing Agreement, in
each case beyond the backup certification actually provided by the Non-Serviced
Mortgage Loan Servicer to the Master Servicer with respect to the information
that is the subject of such certification; provided that this clause (ii) shall
not apply in the event the Master Servicer is, or is an Affiliate of, the
Non-Serviced Mortgage Loan Servicer.


<PAGE>

            This Certification is being signed by me as an officer of the Master
Servicer responsible for reviewing the activities performed by the Master
Servicer under the Pooling and Servicing Agreement.

Date:  [___]

                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:


<PAGE>

                                   EXHIBIT U-3

                     FORM OF SPECIAL SERVICER PERFORMANCE CERTIFICATION

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

      Re: GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, issued pursuant to the Pooling and Servicing
Agreement dated as of March 1, 2006 (the "Pooling and Servicing Agreement")
between GE Commercial Mortgage Corporation, as depositor, Wachovia Bank,
National Association, as servicer (the "Master Servicer"), LNR Partners, Inc.,
as special servicer (the "Special Servicer") and LaSalle Bank National
Association, as trustee (the "Trustee").

      Capitalized terms used but not defined herein have the meanings set forth
in the Pooling and Servicing Agreement.

      I, [identity of certifying individual], a [title] of LNR Partners, Inc.,
hereby certify to the Depositor and its officers, directors and Affiliates
(collectively, the "Certification Parties") as follows, with the knowledge and
intent that the Certification Parties will rely on this Certification:

      1. I have reviewed the servicing reports relating to the Trust delivered
by the Special Servicer pursuant to the Pooling and Servicing Agreement covering
the fiscal year [_____] (collectively, the "Special Servicer Periodic Reports");

      2. Based on my knowledge, the Special Servicer Periodic Reports, taken as
a whole, do not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made therein, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by the Form 10-K;

      3. Based on my knowledge, all servicing information required to be
provided in the Special Servicer Periodic Reports under the provisions of the
Pooling and Servicing Agreement for the calendar year preceding the date of the
Form 10-K is included in the Special Servicer Periodic Reports;

      4. I am responsible for reviewing the activities performed by the Special
Servicer and based on my knowledge and the compliance review conducted in
preparing the Special Servicer's compliance statement under the Pooling and
Servicing Agreement in connection with Item 1123 of Regulation AB, and except as
disclosed in the Special Servicer Periodic Reports, the Special Servicer has
fulfilled its obligations under the Pooling and Servicing Agreement in all
material respects;

      5. I have disclosed to the accountants that are to deliver the attestation
report on assessment of compliance with servicing criteria for asset-backed
securities in respect of the Special Servicer with respect to the Trust's fiscal
year [_____] all information relating to the Special Servicer's assessment of
compliance with the Relevant Servicing Criteria in order to enable them to
conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and

      6. All annual assessment reports required under Section 11.12 of the
Pooling and Servicing Agreement and their related annual attestation reports
required to be provided to the Trustee and the Depositor by the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (other
than a Loan Seller Sub-Servicer) under or as contemplated by the Pooling and
Servicing Agreement have been provided thereby. Based on my knowledge, there are
no significant deficiencies relating to the Special Servicer's or any such other
party's compliance with the Relevant Servicing Criteria, in each case based upon
the annual attestation report provided by a registered public accounting firm,
after conducting a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB, delivered pursuant to Section 11.13
of the Pooling and Servicing Agreement, except as disclosed in such report.

      Notwithstanding the foregoing certifications, the Special Servicer does
not make any certification under the foregoing clauses (1) through (5) that is
in turn dependent (i) upon information required to be provided by any
Sub-Servicer acting under a Sub-Servicing Agreement that the Special Servicer
entered into in connection with the issuance of the Certificates, or upon the
performance by any such Sub-Servicer of its obligations pursuant to any such
Sub-Servicing Agreement, in each case beyond the respective backup
certifications actually provided by such Sub-Servicer to the Special Servicer
with respect to the information that is the subject of such certification, or
(ii) upon information required to be provided by the Non-Serviced Mortgage Loan
Special Servicer or upon the performance by the Non-Serviced Mortgage Loan
Special Servicer of its obligations pursuant to the Non-Serviced Mortgage Loan
Pooling and Servicing Agreement, in each case beyond the backup certification
actually provided by the Non-Serviced Mortgage Loan Special Servicer to the
Special Servicer with respect to the information that is the subject of such
certification; provided that this paragraph shall not apply in the event the
Special Servicer is, or is an Affiliate of, the Non-Serviced Mortgage Loan
Special Servicer.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [name of
trustee, name or paying agent, certificate administrator or other similar party;
name of depositor; name of servicer; name of other subservicers].

<PAGE>

            This Certification is being signed by me as an officer of the
Special Servicer responsible for reviewing the activities performed by the
Special Servicer under the Pooling and Servicing Agreement.

Date:  [___]

                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:


<PAGE>

                                   EXHIBIT U-4

                    FORM OF TRUSTEE PERFORMANCE CERTIFICATION

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)

      Re: GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, issued pursuant to the Pooling and Servicing
Agreement dated as of March 1, 2006 (the "Pooling and Servicing Agreement")
between GE Commercial Mortgage Corporation, as depositor, Wachovia Bank,
National Association, as servicer (the "Master Servicer"), LNR Partners, Inc.,
as special servicer (the "Special Servicer") and LaSalle Bank National
Association, as trustee (the "Trustee").

      Capitalized terms used but not defined herein have the meanings set forth
in the Pooling and Servicing Agreement.

      I, [identify the certifying individual], a [title] of LaSalle Bank
National Association, certify to the Certifying Person, GE Commercial Mortgage
Corporation, and its officers, directors and Affiliates, and with the knowledge
and intent that they will rely upon this certification in delivering the
Sarbanes-Oxley Certification required by the Pooling and Servicing Agreement
relating to the Certificates, that:

      1. I have reviewed this annual report on Form 10-K, and all reports on
Form 10-D required to be filed in respect of the period included in the year
covered by this annual report, of the Trust;

      2. Based on my knowledge, the distribution information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;

      3. Based on my knowledge, the servicing information required to be
provided to the Trustee by the Master Servicer and Special Servicer under the
Pooling and Servicing Agreement is included in the reports delivered by the
Master Servicer and Special Servicer to the Trustee;

      4. I am responsible for reviewing the activities performed by the Trustee
and based on my knowledge and the compliance reviews conducted in preparing the
Trustee compliance statements required for inclusion on Form 10-K pursuant to
Item 1123 of Regulation AB, and except as disclosed on any Form 10-D or 10-K,
the Trustee has fulfilled its obligations in all material respects under the
Pooling and Servicing Agreement; and

      5. All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment
of compliance with servicing criteria for asset-backed securities with respect
to the Trustee required to be included in Form 10-K in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to Form 10-K, except as otherwise disclosed in Form 10-K. Any
material instances of noncompliance described in such reports have been
disclosed in such report on Form 10-K.


<PAGE>

            This Certification is being signed by me as an officer of the
Trustee responsible for reviewing the activities performed by the Trustee under
the Pooling and Servicing Agreement.

Date:  [___]

                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:


<PAGE>

                                   EXHIBIT U-5

                  FORM OF SUBSERVICER PERFORMANCE CERTIFICATION

GE Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut  06297
Attention:  Legal Department (Real Estate)
Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina 28262-1075

Attention:  GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1

      Re: GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, issued pursuant to the Pooling and Servicing
Agreement dated as of March 1, 2006 (the "Pooling and Servicing Agreement")
between GE Commercial Mortgage Corporation, as depositor, Wachovia Bank,
National Association, as servicer (the "Master Servicer"), LNR Partners, Inc.,
as special servicer (the "Special Servicer") and LaSalle Bank National
Association, as trustee (the "Trustee"), and the Subservicing Agreement, dated
as of ____________________ (the "Subservicing Agreement") between [subservicer]
(the "Subservicer") and [identify counterparty].

      Capitalized terms used but not defined herein have the meanings set forth
in the Subservicing Agreement or, if not defined in the Subservicing Agreement,
then the meanings set forth in the Pooling and Servicing Agreement.

      I, [identity of certifying individual], a [title] of [Subservicer], hereby
certify to the Depositor, the Master Servicer and their officers, directors and
Affiliates (collectively, the "Certification Parties") as follows, with the
knowledge and intent that the Certification Parties will rely on this
Certification:

      1. I have reviewed the servicing reports relating to the Trust delivered
by the Subservicer pursuant to the Subservicing Agreement covering the fiscal
year [_____] (collectively, the "Subservicer Periodic Reports");

      2. Based on my knowledge, the Subservicer Periodic Reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made therein, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by the Form 10-K;

      3. Based on my knowledge, all servicing information required to be
provided in the Subservicer Periodic Reports under the provisions of the
Subservicing Agreement for the calendar year preceding the date of the Form 10-K
is included in the Subservicer Periodic Reports;

      4. I am responsible for reviewing the activities performed by the
Subservicer and based on my knowledge and the compliance review conducted in
preparing the Subservicer's compliance statement under the Subservicing
Agreement in connection with Item 1123 of Regulation AB, and except as disclosed
in the Subservicer Periodic Reports, the Subservicer has fulfilled its
obligations under the Subservicing Agreement in all material respects;

      5. I have disclosed to the accountants that are to deliver the attestation
report on assessment of compliance with servicing criteria for asset-backed
securities in respect of the Subservicer with respect to the Trust's fiscal year
[_____] all information relating to the Subservicer's assessment of compliance
with the Relevant Servicing Criteria in order to enable them to conduct a review
in compliance with the standards for attestation engagements issued or adopted
by the PCAOB; and

      6. All annual assessment reports required under Section [_____] of the
Subservicing Agreement and their related annual attestation reports required to
be provided to the Master Servicer, the Trustee and the Depositor by the
Subservicer or any Servicing Function Participant retained by the Subservicer
under or as contemplated by the Subservicing Agreement have been provided
thereby. Based on my knowledge, there are no significant deficiencies relating
to the Subservicer's or any such other party's compliance with the Relevant
Servicing Criteria, in each case based upon the annual attestation report
provided by a registered public accounting firm, after conducting a review in
compliance with the standards for attestation engagements issued or adopted by
the PCAOB, delivered pursuant to Section [____] of the Subservicing Agreement,
except as disclosed in such report.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [name of
trustee, name or paying agent, certificate administrator or other similar party;
name of depositor; name of servicer; name of other subservicers].

<PAGE>

            This Certification is being signed by me as an officer of the
Subservicer responsible for reviewing the activities performed by the
Subservicer under the Subservicing Agreement.

Date:  [___]

                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:

<PAGE>

                                   EXHIBIT V-1

                       FORM OF CLOSING DATE CERTIFICATION

                                 March 23, 2006

GE Commercial Mortgage Corp.             German American Capital Corporation
292 Long Ridge Road                      60 Wall Street
Stamford, Connecticut  06927             New York, New York  10005

Wachovia Bank, National Association      Bank of America, National Association
  8739 Research Drive - URP4             214 North Tryon Street
  Charlotte, North Carolina 28262-1075   NC1-027-22-03
  Attention:                             Charlotte, North Carolina  28255
  GE Commercial Mortgage
  Corporation, Commercial Mortgage
  Pass-Through Certificates, Series
  2006-C1

LNR Partners, Inc.                       Standard & Poor's Ratings Services,
1601 Washington Avenue, Suite 800           a division of The McGraw-Hill
Miami Beach, Florida  33139                 Companies, Inc.
                                         55 Water Street
                                         New York, New York  10041

General Electric Capital Corporation     Fitch, Inc.
125 Park Avenue, 10th Floor              One State Street Plaza, 31st Floor
New York, New York  10017                New York, New York  10004


      Re: GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1

      In accordance with Section 2.01(b) of the Pooling and Servicing Agreement,
dated as of March 1, 2006 (the "Agreement") among GE Commercial Mortgage
Corporation, as Depositor, Wachovia Bank, National Association, as Servicer, LNR
Partners, Inc., as Special Servicer and the undersigned as Trustee, the Trustee
hereby certifies that, with respect to each Mortgage Loan listed on the Mortgage
Loan Schedule attached hereto as Schedule A, subject to the terms of the
Agreement and to any exceptions listed on Schedule B, (a) the Trustee has in its
possession all of the documents specified in clauses (i), (ii), (ix), (xvi) and
(xix) of the definition of "Mortgage File" and (b) the foregoing documents
delivered or caused to be delivered by the Mortgage Loan Sellers have been
reviewed by it or by a Custodian on its behalf and appear regular on their face,
appear to be executed and relate to such Mortgage Loan.

      Pursuant to the Agreement, the Trustee is under no duty or obligation (a)
to determine whether any of the documents specified in clauses (v), (vi), (vii),
(viii), (x), (xiv), (xv), (xvii), (xviii) (xix) and (xxiii) through (xxv) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, the Mortgage Loan Sellers or any other Person or (b) to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same
are genuine, enforceable, sufficient to perfect and maintain the perfection of a
security interest or appropriate for the represented purpose or that they are
other than what they purport to be on their face.

      Capitalized terms used but not defined herein shall the respective
meanings set forth in the Agreement.

                                      LASALLE BANK NATIONAL ASSOCIATION,
                                            as Trustee

                                          [--------------------]
                                          Corporate Trust Officer


<PAGE>


                                   EXHIBIT V-2

                          FORM OF INITIAL CERTIFICATION

                                     [DATE]

GE Commercial Mortgage Corp.             German American Capital Corporation
292 Long Ridge Road                      60 Wall Street
Stamford, Connecticut  06927             New York, New York  10005

Wachovia Bank, National Association      Bank of America, National Association
  8739 Research Drive - URP4             214 North Tryon Street
  Charlotte, North Carolina 28262-1075   NC1-027-22-03
  Attention:                             Charlotte, North Carolina  28255
  GE Commercial Mortgage
  Corporation, Commercial Mortgage
  Pass-Through Certificates, Series
  2006-C1

LNR Partners, Inc.                       Standard & Poor's Ratings Services,
1601 Washington Avenue, Suite 800           a division of The McGraw-Hill
Miami Beach, Florida  33139                 Companies, Inc.
                                         55 Water Street
                                         New York, New York  10041

General Electric Capital Corporation     Fitch, Inc.
125 Park Avenue, 10th Floor              One State Street Plaza, 31st Floor
New York, New York  10017                New York, New York  10004

      Re: GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1

      In accordance with Section 2.02(b) of the Pooling and Servicing Agreement,
dated as of March 1, 2006 (the "Agreement") among GE Commercial Mortgage
Corporation as Depositor, Wachovia Bank, National Association, as Servicer, LNR
Partners, Inc., as Special Servicer and the undersigned as Trustee, the Trustee
hereby certifies that, with respect to each Mortgage Loan listed on the Mortgage
Loan Schedule attached hereto as Schedule A, subject to the terms of the
Agreement and to any exceptions listed on Schedule B, (a) the Trustee has in its
possession all of the documents specified in clauses (i) through (v), (ix)
through (xii) and (xvi) through (xix) of the definition of "Mortgage File", (to
the extent the Trustee has actual knowledge that such documents are supposed to
be in the Mortgage File) (or, with respect to clause (xix), a copy of such
letter of credit if the Servicer has the original or an officer's certificate as
contemplated by the final sentence of Section 2.01(b) of the Agreement), (b) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan
Sellers have been reviewed by it or by a Custodian on its behalf and appear
regular on their face, appear to be executed and relate to such Mortgage Loan,
and (c) based on such examination and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (iv), (vi) and (vii)(c) in the definition of "Mortgage Loan
Schedule" is correct.

      Pursuant to the Agreement, the Trustee is under no duty or obligation (a)
to determine whether any of the documents specified in clauses (v), (vi), (vii),
(viii), (x), (xiv), (xv), (xvii), (xviii), (xix) and (xxiii) through (xxv) of
the definition of "Mortgage File" exist or are required to be delivered by the
Depositor, the Mortgage Loan Sellers or any other Person or (b) to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same
are genuine, enforceable, sufficient to perfect and maintain the perfection of a
security interest or appropriate for the represented purpose or that they are
other than what they purport to be on their face.

      Capitalized terms used but not defined herein shall the respective
meanings set forth in the Agreement.

                                    LASALLE BANK NATIONAL ASSOCIATION,
                                            as Trustee

                                          ------------------------------------
                                          [--------------------]
                                          Corporate Trust Officer


<PAGE>

                                    EXHIBIT W

             FORM OF NOTICE RELATING TO THE NON-SERVICED WHOLE LOAN

                                 March 23, 2006

[ADDRESSEES:

With respect to each of the Non-Serviced Mortgage Loans, to each of:
Non-Serviced Mortgage Loan Servicer, and
Non-Serviced Mortgage Loan Trustee.

      RE:   GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C1 and each of the Non-Serviced Mortgage
            Loans

Dear [NAME]:

      GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1 (the "Trust Fund") is the holder of (i) the 277
Park Avenue Note A-2 (the "277 Park Avenue Mortgage Loan"), as such term is
defined under that Amended and Restated Intercreditor and Servicing Agreement,
dated as of March 1, 2006, by and among Bank of America, National Association
("Bank of America"), as Lead Lender, A-2 Co-Lender and A-3 Co-Lender (the "277
Park Avenue Co-Lender Agreement"), (ii) the KinderCare Portfolio Note A-2 (the
"KinderCare Portfolio Mortgage Loan"), as such term is defined under the
Intercreditor and Servicing Agreement, dated as of December 1, 2005, by and
among Bank of America as Lead Lender, Note A-2 Co-Lender and Note A-3 Co-Lender
(the "KinderCare Portfolio Co-Lender Agreement") and (iii) the James Center Note
A1 (the "James Center Mortgage Loan"), as such term is defined under the
Intercreditor Agreement (James Center), dated as of December 14, 2005, by and
among CWCapital LLC as lead lender and co-lender (the "James Center Co-Lender
Agreement"). In connection with the deposit of each of the 277 Park Avenue
Mortgage Loan, the KinderCare Portfolio Mortgage Loan and the James Center
Mortgage Loan (collectively, the "Non-Serviced Mortgage Loans") into the Trust
Fund, the contact information for each of the parties thereto is set forth on
Schedule I attached hereto.

      The 277 Park Avenue Mortgage Loan and the KinderCare Portfolio Mortgage
Loan are being serviced pursuant to the terms of a pooling and servicing
agreement dated and effective as of December 1, 2005, among Banc of America
Commercial Mortgage Inc., as depositor, Bank of America, National Association,
as master servicer, LNR Partners, Inc., as special servicer and LaSalle Bank
National Association, as trustee and REMIC administrator, as from time to time
amended, supplemented or modified (the "BACM 2005-6 Pooling Agreement"). LaSalle
Bank National Association, as Trustee for the Certificateholders, hereby directs
the applicable parties to the BACM 2005-6 Pooling Agreement as follows:

      (i) Bank of America, National Association, as servicer under the BACM
2005-6 Pooling Agreement, shall remit all amounts payable in accordance with the
277 Park Avenue Co-Lender Agreement, the KinderCare Portfolio Co-Lender
Agreement and the BACM 2005-6 Pooling Agreement due to the holder of the 277
Park Avenue Mortgage Loan and the KinderCare Portfolio Mortgage Loan on such
days as specified in the BACM 2005-6 Pooling Agreement to Wachovia Bank,
National Association, as Servicer of the Trust Fund, to the collection account
set forth on Schedule II attached hereto in accordance with the terms of the
BACM 2005-6 Pooling Agreement (or, with respect to a Balloon Payment, to the
Trustee for deposit into the related Distribution Account); and

      (ii) Bank of America, National Association and LaSalle Bank National
Association shall forward, deliver or otherwise make available, as the case may
be, all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to the holder of
the 277 Park Avenue Mortgage Loan and the KinderCare Portfolio Mortgage Loan in
accordance with the 277 Park Avenue Co-Lender Agreement, the KinderCare
Portfolio Co-Lender Agreement and the BACM 2005-6 Pooling Agreement to Wachovia
Bank, National Association, as Servicer of the Trust Fund.

      The James Center Mortgage Loan is being serviced pursuant to the terms of
a pooling and servicing agreement dated and effective as of January 1, 2006,
among GMAC Commercial Mortgage Securities, Inc., as depositor, GMAC Commercial
Mortgage Corporation, as master servicer and serviced whole loan paying agent,
CWCapital Asset Management LLC, as special servicer and Wells Fargo Bank, N.A.,
as trustee, as from time to time amended, supplemented or modified (the "GMACCM
2006-C1 Pooling Agreement"). LaSalle Bank National Association, as Trustee for
the Certificateholders, hereby directs the applicable parties to the GMACCM
2006-C1 Pooling Agreement as follows:

      (i) GMAC Commercial Mortgage Corporation, as servicer under the GMACCM
2006-C1 Pooling Agreement, shall remit all amounts payable in accordance with
the James Center Co-Lender Agreement and the GMACCM 2006-C1 Pooling Agreement
due to the holder of the James Center Mortgage Loan on such days as specified in
the GMACCM 2006-C1 Pooling Agreement to Wachovia Bank, National Association, as
Servicer of the Trust Fund, to the collection account set forth on Schedule II
attached hereto in accordance with the terms of the GMACCM 2006-C1 Pooling
Agreement (or, with respect to a Balloon Payment, to the Trustee for deposit
into the related Distribution Account); and

      (ii) GMAC Commercial Mortgage Corporation and Wells Fargo Bank, N.A. shall
forward, deliver or otherwise make available, as the case may be, all reports,
statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to the holder of the James
Center Mortgage Loan in accordance with the James Center Co-Lender Agreement and
the GMACCM 2006-C1 Pooling Agreement to Wachovia Bank, National Association, as
Servicer of the Trust Fund.

      Capitalized terms used but not defined herein shall have the respective
meanings set forth in the pooling and servicing agreement relating to the GE
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates,
Series 2006-C1.

      Thank you for your attention to this matter.

                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Trustee for the Holders of the GE
                                          Commercial Mortgage Corporation,
                                          Commercial Mortgage Pass-Through
                                          Certificates, Series 2006-C1

                                   By:
                                     ---------------------------------
                                     [Name]
                                     [Title]


<PAGE>

                                    EXHIBIT X

                   FORM OF NOTICE AND CERTIFICATION REGARDING
                             DEFEASANCE OF MORTGAGE

      For Mortgage Loans either (a)(i) having a Stated Principal Balance of
 $20,000,000 or less or (ii) having an aggregate Stated Principal Balance of 5%
 or less of all of the Mortgage Loans, whichever is less or (b) that are not,
         as of the dated hereof, one of the ten largest loans by Stated
                                Principal Balance

To:   Standard & Poor's Rating Services
      55 Water Street
      New York, New York 10041
      Attn:  Commercial Mortgage Surveillance

From: Wachovia Bank, National Association, in its capacity as Servicer (the
      "Servicer") under the Pooling and Servicing Agreement dated as of March 1,
      2006 (the "Pooling and Servicing Agreement"), among the Servicer, LaSalle
      Bank National Association, as Trustee, and others.

Date: __________, 20__

      Re:   GE Commercial Mortgage Corporation Commercial Mortgage Pass-Through
            Certificates Series 2006-C1

      Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the
      Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
      heretofore secured by the Mortgaged Properties identified on the Mortgage
      Loan Schedule by the following names: ___________________

                                            ___________________

      Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.

      As Servicer under the Pooling and Servicing Agreement, we hereby:

      1.    Notify you that the Mortgagor has consummated a defeasance of the
            Mortgage Loan pursuant to the terms of the Mortgage Loan, of the
            type checked below:

            ____  a full defeasance of the payments scheduled to be due in
                  respect of the entire principal balance of the Mortgage Loan;
                  or

            ____  a partial defeasance of the payments scheduled to be due in
                  respect of a portion of the principal balance of the Mortgage
                  Loan that represents ___% of the entire principal balance of
                  the Mortgage Loan and, under the Mortgage, has an allocated
                  loan amount of $____________ or _______% of the entire
                  principal balance;

      2.    Certify that each of the following is true[, subject to those
            exceptions set forth with explanatory notes on Exhibit A hereto],
            which exceptions the Servicer has determined, consistent with the
            Servicing Standard, will have no material adverse effect on the
            Mortgage Loan or the defeasance transaction:

            a.    The Mortgage Loan documents permit the defeasance, and the
                  terms and conditions for defeasance specified therein were
                  satisfied in all material respects in completing the
                  defeasance.

            b.    The defeasance was consummated on __________, 20__.

            c.    The defeasance collateral consists of securities that (i)
                  constitute "government securities" as defined in Section
                  2(a)(16) of the Investment Company Act of 1940 as amended (15
                  U.S.C. 80A1), (ii) are listed as "Qualified Investments for
                  `AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash Flow
                  Approach" in Standard & Poor's Public Finance Criteria 2000,
                  as amended to the date of the defeasance, (iii) are rated
                  `AAA' by Standard & Poor's, (iv) if they include a principal
                  obligation, the principal due at maturity cannot vary or
                  change, and (v) are not subject to prepayment, call or early
                  redemption. Such securities have the characteristics set forth
                  below:

                                CUSIP RATE MAT PAY DATES ISSUED

            d.    The Servicer received an Opinion of Counsel (from counsel
                  approved by Servicer in accordance with the Servicing
                  Standard) that the defeasance will not result in an Adverse
                  REMIC Event.

            e.    The Servicer determined that the defeasance collateral will be
                  owned by an entity (the "Defeasance Obligor") as to which one
                  of the statements checked below is true:

                  ____  the related Mortgagor was a Single-Purpose Entity (as
                        defined in Standard & Poor's Structured Finance Ratings
                        Real Estate Finance Criteria, as amended to the date of
                        the defeasance (the "S&P Criteria")) as of the date of
                        the defeasance, and after the defeasance owns no assets
                        other than the defeasance collateral and real property
                        securing Mortgage Loans included in the pool.

                  ____  the related Mortgagor designated a Single-Purpose Entity
                        (as defined in the S&P Criteria) to own the defeasance
                        collateral; or

                  ____  the Servicer designated a Single-Purpose Entity (as
                        defined in the S&P Criteria) established for the benefit
                        of the Trust to own the defeasance collateral.

            f.    The Servicer received a broker confirmation or similar
                  confirmation of the credit, or the accountant's letter
                  described below contained statements that it reviewed a broker
                  confirmation or similar confirmation of the credit, of the
                  defeasance collateral to an Eligible Account (as defined in
                  the S&P Criteria) in the name of the Defeasance Obligor, which
                  account is maintained as a securities account by the Trustee
                  acting as a securities intermediary.

            g.    As securities intermediary, Trustee is obligated to make the
                  scheduled payments on the Mortgage Loan from the proceeds of
                  the defeasance collateral directly to the Servicer's
                  collection account in the amounts and on the dates specified
                  in the Mortgage Loan documents or, in a partial defeasance,
                  the portion of such scheduled payments attributed to the
                  allocated loan amount for the real property defeased,
                  increased by any defeasance premium specified in the Mortgage
                  Loan documents (the "Scheduled Payments").

            h.    The Servicer received from the Mortgagor written confirmation
                  from a firm of independent certified public accountants, who
                  were approved by Servicer in accordance with the accepted
                  Servicing Standard stating that (i) revenues from principal
                  and interest payments made on the defeasance collateral
                  (without taking into account any earnings on reinvestment of
                  such revenues) will be sufficient to timely pay each of the
                  Scheduled Payments after the defeasance including the payment
                  in full of the Mortgage Loan (or the allocated portion thereof
                  in connection with a partial defeasance) on its Maturity Date,
                  (ii) the revenues received in any month from the defeasance
                  collateral will be applied to make Scheduled Payments within
                  four (4) months after the date of receipt, and (iii) interest
                  income from the defeasance collateral to the Defeasance
                  Obligor in any calendar or fiscal year will not exceed such
                  Defeasance Obligor's interest expense for the Mortgage Loan
                  (or the allocated portion thereof in a partial defeasance) for
                  such year.

            i.    The Servicer received opinions from counsel, who were approved
                  by the Servicer in accordance with accepted master servicing
                  practices or accepted special servicing practices, as
                  applicable, that (i) the agreements executed by the Mortgagor
                  and/or the Defeasance Obligor in connection with the
                  defeasance are enforceable against them in accordance with
                  their terms, and (ii) the Trustee will have a perfected, first
                  priority security interest in the defeasance collateral
                  described above.

            j.    The agreements executed in connection with the defeasance (i)
                  permit reinvestment of proceeds of the defeasance collateral
                  only in Permitted Investments (as defined in the S&P
                  Criteria), (ii) permit release of surplus defeasance
                  collateral and earnings on reinvestment to the Defeasance
                  Obligor or the Mortgagor only after the Mortgage Loan has been
                  paid in full, if any such release is permitted, (iii) prohibit
                  any subordinate liens against the defeasance collateral, and
                  (iv) provide for payment from sources other than the
                  defeasance collateral or other assets of the Defeasance
                  Obligor of all fees and expenses of the securities
                  intermediary for administering the defeasance and the
                  securities account and all fees and expenses of maintaining
                  the existence of the Defeasance Obligor.

            k.    The entire principal balance of the Mortgage Loan as of the
                  date of defeasance was $___________, which is [$20,000,000 or
                  less or five percent or less of the aggregate Stated Principal
                  Balance of all Mortgage Loans, whichever is less] [not, as of
                  the date hereof, one of the ten largest Mortgage Loans by
                  Stated Principal Balance]*, as of the date of the most recent
                  Statement to Certificateholders received by us (the "Current
                  Report").

            l.    The defeasance described herein, together with all prior and
                  simultaneous defeasances of Mortgage Loans, brings the total
                  of all fully and partially defeased Mortgage Loans to
                  $__________________, which is _____% of the aggregate
                  Certificate Balance of the Certificates as of the date of the
                  Current Report.

      3.    Certify that, in addition to the foregoing, the Servicer has imposed
            such additional conditions to the defeasance, subject to the
            limitations imposed by the Mortgage Loan documents, as are
            consistent with the accepted Servicing Standard.

      4.    Certify that Exhibit B hereto is a list of the material agreements,
            instruments, organizational documents for the Defeasance Obligor,
            and opinions of counsel and independent accountants executed and
            delivered in connection with the defeasance described above and that
            originals or copies of such agreements, instruments and opinions
            have been transmitted to the Trustee for placement in the related
            Mortgage File or, to the extent not required to be part of the
            related Mortgage File, are in the possession of the Servicer as part
            of the Servicer's Mortgage File.

---------------
* Insert appropriate clause.


      5.    Certify and confirm that the determinations and certifications
            described above were rendered in accordance with the accepted
            Servicing Standard set forth in, and the other applicable terms and
            conditions of, the Pooling and Servicing Agreement.

      6.    Certify that the individual under whose hand the Servicer has caused
            this Notice and Certification to be executed did constitute a
            Servicing Officer as of the date of the defeasance described above.

      7.    Agree to provide copies of all items listed on [Exhibit B] hereto to
            you upon request.

      IN WITNESS WHEREOF, the Servicer has caused this Notice and Certification
to be executed as of the date captioned above.

                                     SERVICER:
                                              ------------------------------

                                     By:
                                        ------------------------------------
                                     Name:
                                     Title


<PAGE>

                                   SCHEDULE 1

                        Computerized Database Information

                      [to be conformed to CMSA Set-Up File]

                        Field
                        Identification Number
                        Property Type
                        Property City and State
                        Year Built
                        Year Renovated
                        Occupancy Rate as Of ___
                        Total Square Feet
                        Number of units Original Principal Balance
                        Prepayment Premium
                        Note Rate
                        Annual Debt Service
                        Current DSCR
                        Appraised Value (MAI)
                        Cut-off LTV (MAI)
                        LTV at Maturity (MAI)
                        Annual Reserves per Square Foot/Unit
                        Origination Date
                        Maturity Date
                        (Original) Loan Balance Per SF or Per Unit
                        Current Unpaid Principal Balance
                        2006 Actual or Rolling 12 Month NOI
                        Actual Current Annual Net Operating Income
                        Current Statement Date
                        Originator


<PAGE>


                                   SCHEDULE 2

                    Mortgage Loans Containing Additional Debt

Loans with Additional Debt
 Loan ID             Property Name
Existing Additional Debt
    1     277 Park Avenue
    2     KinderCare Portfolio
    7     James Center
    8     Level 3 Communications
   61     Lincoln Park Self Storage
   84     400 Broadway
   130    Meadowlark Mobile Homes Estates





Future Additional Debt
   18     Marriott Saratoga
   19     Park Village
   27     Courthouse Crossing
   38     AAA Quality Self Storage
   39     Conyers Crossroads-Phase II
   61     Lincoln Park Self Storage
   99     A1 Self Storage - Mission Valley II (Frazee Rd)
   103    College Park Storage Center
   109    Weston Ranch - Sterling
   121    Walgreens - Pueblo, CO
   123    Walgreens - Otsego
   127    Walgreens - San Angelo
   128    A-1 Self Storage Oceanside II
   133    A1 Self Storage Mission Valley III (Murray Rd)
   138    Shops at Weston Ranch - Sterling
   145    A-1 Self Storage Oceanside I


<PAGE>


                                   SCHEDULE 3

                Mortgage Loans which Initially Pay Interest Only

Loans with IO Periods
 Loan ID          Property Name          Original Interest Only Period
                                                (Months)
    1     277 Park Avenue                          120
    3     Empirian at Waterford Place              60
    4     Carrington Place                         60
    5     Cordova Apartments                       60
    6     33 Washington                            60
    7     James Center                             120
    8     Level 3 Communications                   12
    9     Grand Marc at Riverside                  120
   11     Pegasus - GMH                            60
   12     Atlanta Mall Area Portfolio              60
   13     Embassy Suites                           120
   14     Michelin North America                   60
   15     Broadstone Plaza                         60
   16     Yosemite Park                            60
   20     Storage Express Portfolio                36
   22     Mission Bellevue Ridge                   60
   23     Walden Creek Apartments                  60
   24     Concorde Centre II                       60
   25     Copans Commerce Depot                    60
   26     Sojourn & Lakeview Portfolio             120
   27     Courthouse Crossing                      36
   28     Self Storage I - Honolulu, HI            60
   29     American Heritage Plaza                  60
   30     The Preserve at Woods Lake Apartments    60
   31     248-254 East Fordham Road                36
   32     University Commons-Norman                120
   35     Sedgewood                                60
   36     68-74 Thompson Street                    60
   37     Hampton Inn & Suites - West Ashley       24
   38     AAA Quality Self Storage                 24
   39     Conyers Crossroads-Phase II              99
   40     Oak Tree Village                         36
   41     Mt. Pleasant Hampton Inn & Suites        18
   42     Overbrook Plaza                          24
   44     Victorian Village Townhomes              60
   45     Abby Self Storage                        24
   46     Residence Inn - Mt. Pleasant, SC         24
   47     Sunpointe Apartments                     36
   49     Avenel - Extra Space Self Storage        60
   50     Regency Manor MHC                        36
   53     Lockaway Vallejo & San Leandro           48
   54     Quarry Hill MHC                          60
   55     Porter Commons                           24
   56     The Shoppes at Rockwood                  24
   57     Ridge Park Center                        24
   58     The Hamilton                             60
   60     Syracuse Portfolio                       48
   62     Bali Hai - Lakeshore                     60
   63     Anderson Pavilion                        36
   64     Rotter MHP Portfolio                     36
   65     Lake Arbor Plaza Shopping Center         60
   67     South Street Self Storage                24
   68     Sahara Hart                              36
   69     Emerald Plantation                       24
   70     Lexington Mini Storage                   12
   71     Shoppes at St.Lucie West                 60
   72     White Marsh Self Storage                 36
   75     Pleasant Lake RV Resort Community        24
   78     Devon SS - Cockeysville                  24
   82     City Centre                              60
   87     Hidden Lake Apartments                   120
   89     Redhawk Medical Center                    1
   92     WWG-EZ Access SS                         36
   93     The Village Townhomes                    60
   95     Bay Area Self Storage                    36
   96     Amberglen Marketplace                    36
   100    A Storage Place - Evergreen              24
   102    A Storage Place - Rialto                 24
   105    Brookstone Village Apartments            120
   106    Leslie's Poolmart Industrial             24
   107    Fountain Place                           60
   109    Weston Ranch - Sterling                  36
   116    A Storage Place - Ft. Collins            24
   117    Braker Storage                           24
   119    Yuciapa Self Storage                     24
   121    Walgreens - Pueblo, CO                   120
   123    Walgreens - Otsego                       120
   124    Budget Self Storage                      24
   126    First Storage Dunwoody                   24
   127    Walgreens - San Angelo                   120
   129    Prairie Grove and Willow Grove MHCs      36
   132    Springfield Meadows                      24
   134    BullsEye Storage Gulfgate                24
   135    Camp Bowie Self Storage                  24
   138    Shops at Weston Ranch - Sterling         36
   141    Coachella Valley                         24
   142    Additional Self Storage Burton Road East  6


<PAGE>

                                   SCHEDULE 4

              Mortgage Loans with Environmental Insurance Policies

Loan ID      Property Name      Environmental Insurance (Y/N/R)

   2     KinderCare Portfolio               Yes


<PAGE>

                                   SCHEDULE 5

                                   [Reserved]

<PAGE>

                                   SCHEDULE 6

                   Class A-AB Planned Principal Balance Table

Distribution Date    Balance($)
-----------------   -------------
April 2006          53,244,000.00
May 2006            53,244,000.00
June 2006           53,244,000.00
July 2006           53,244,000.00
August 2006         53,244,000.00
September 2006      53,244,000.00
October 2006        53,244,000.00
November 2006       53,244,000.00
December 2006       53,244,000.00
January 2007        53,244,000.00
February 2007       53,244,000.00
March 2007          53,244,000.00
April 2006          53,244,000.00
May 2006            53,244,000.00
June 2006           53,244,000.00
July 2006           53,244,000.00
August 2006         53,244,000.00
September 2006      53,244,000.00
October 2006        53,244,000.00
November 2006       53,244,000.00
December 2006       53,244,000.00
January 2007        53,244,000.00
February 2007       53,244,000.00
March 2007          53,244,000.00
April 2007          53,244,000.00
May 2007            53,244,000.00
June 2007           53,244,000.00
July 2007           53,244,000.00
August 2007         53,244,000.00
September 2007      53,244,000.00
October 2007        53,244,000.00
November 2007       53,244,000.00
December 2007       53,244,000.00
January 2008        53,244,000.00
February 2008       53,244,000.00
March 2008          53,244,000.00
April 2008          53,244,000.00
May 2008            53,244,000.00
June 2008           53,244,000.00
July 2008           53,244,000.00
August 2008         53,244,000.00
September 2008      53,244,000.00
October 2008        53,244,000.00
November 2008       53,244,000.00
December 2008       53,244,000.00
January 2009        53,244,000.00
February 2009       53,244,000.00
March 2009          53,244,000.00
April 2009          53,244,000.00
May 2009            53,244,000.00
June 2009           53,244,000.00
July 2009           53,244,000.00
August 2009         53,244,000.00
September 2009      53,244,000.00
October 2009        53,244,000.00
November 2009       53,244,000.00
December 2009       53,244,000.00
January 2010        53,244,000.00
February 2010       53,244,000.00
March 2010          53,244,000.00
April 2010          53,244,000.00
May 2010            53,244,000.00
June 2010           53,244,000.00
July 2010           53,244,000.00
August 2010         53,244,000.00
September 2010      53,244,000.00
October 2010        53,244,000.00
November 2010       53,244,000.00
December 2010       53,244,000.00
January 2011        53,244,000.00
February 2011       53,244,000.00
March 2011          53,061,480.17
April 2011          51,883,423.88
May 2011            50,584,331.99
June 2011           49,396,642.96
July 2011           48,088,184.70
August 2011         46,890,772.51
September 2011      45,688,740.12
October 2011        44,366,335.14
November 2011       43,154,444.96
December 2011       41,822,454.78
January 2012        40,600,614.27
February 2012       39,374,037.32
March 2012          37,912,831.61
April 2012          36,675,618.92
May 2012            35,319,006.46
June 2012           34,071,605.74
July 2012           32,705,086.97
August 2012         31,447,402.58
September 2012      30,184,811.15
October 2012        28,803,521.72
November 2012       27,530,504.02
December 2012       26,139,076.63
January 2013        25,939,076.63
February 2013       25,739,076.63
March 2013          25,539,076.63
April 2013          25,339,076.63
May 2013            25,139,076.63
June 2013           24,939,076.63
July 2013           24,739,076.63
August 2013         24,539,076.63
September 2013      24,339,076.63
October 2013        24,139,076.63
November 2013       23,939,076.63
December 2013       23,739,076.63
January 2014        23,539,076.63
February 2014       23,339,076.63
March 2014          23,138,311.80
April 2014          21,806,335.82
May 2014            20,361,837.83
June 2014           19,018,817.72
July 2014           17,563,581.03
August 2014         16,209,413.21
September 2014      14,849,885.53
October 2014        13,378,597.83
November 2014       12,007,767.66
December 2014       10,525,490.06
January 2015         9,143,251.41
February 2015        7,755,519.43
March 2015           6,045,886.43
April 2015           4,645,583.76
May 2015             3,134,648.78
June 2015            1,722,661.24
July 2015              200,364.55
August 2015                     0

                                    Sch 6-1


<PAGE>

                                   SCHEDULE 7

                         Additional Form 10-D Disclosure

            The parties identified in the "Party Responsible" column are
obligated pursuant to Section 11.06 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Trustee any information described in the
corresponding Form 10-D Item described in the "Item on Form 10-D" column to the
extent such party has actual knowledge (and in the case of financial statements
required to be provided in connection with any item below, possession) of such
information (other than information as to itself).

--------------------------------------------------------------------------------
           Item on Form 10-D                        Party Responsible
--------------------------------------------------------------------------------
Distribution and Pool Performance       o     Servicer  (only with respect to
                                              1121(a)(12) as to non Specially
                                              Serviced Loans)
Information:                            o     Special Servicer  (only with
o     Only with respect to any                respect to 1121(a)(12) as to
      information required by 1121            Specially Serviced Loans)
      which is NOT included on the      o     Depositor
      Statement to Certificateholders   o     Trustee
--------------------------------------------------------------------------------
Item 2: Legal Proceedings:              o     Servicer (as to itself)
o     Item 1117 of Regulation AB (to    o     Special Servicer (as to itself)
      the extent material to            o     Trustee (as to itself)
      Certificateholders)               o     Depositor (as to itself)
                                        o     Any other Reporting Servicer (as
                                              to itself)
                                        o     Trustee/Servicer/Depositor/Special
                                              Servicer as to the Trust (in the
                                              case of the Servicer and Special
                                              Servicer, to be reported by the
                                              party controlling such litigation
                                              pursuant to Section 3.31)
                                        o     Each Mortgage Loan Seller as
                                              sponsor (as defined in Regulation
                                              AB) (to be provided by the
                                              Depositor)
                                        o     Originators under Item 1110 of
                                              Regulation AB (to be provided by
                                              the Depositor)
                                        o     Any party under Item 1100(d)(1) of
                                              Regulation AB (to be provided by
                                              the Depositor)
--------------------------------------------------------------------------------
Item 3:  Sale of Securities and Use of
Proceeds                                o     Depositor
--------------------------------------------------------------------------------
Item 4:  Defaults Upon Senior
Securities                              o     Trustee
--------------------------------------------------------------------------------
Item 5:  Submission of Matters to a
Vote of Security Holders                o     Trustee
--------------------------------------------------------------------------------
Item 6:  Significant Obligors of Pool       N/A
Assets
--------------------------------------------------------------------------------
Item 7:  Significant Enhancement            N/A
Provider Information
--------------------------------------------------------------------------------
Item 8:  Other Information
(information required to be disclosed   o     Any party responsible for
on Form 8-K that was not properly             disclosure items on Form 8-K to
disclosed)                                    the extent of such items
--------------------------------------------------------------------------------
                                        o      Depositor

Item 9:  Exhibits                       o     Trustee
--------------------------------------------------------------------------------


<PAGE>

                                   SCHEDULE 8

                         Additional Form 10-K Disclosure

            The parties identified in the "Party Responsible" column are
obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Trustee any information described in the
corresponding Form 10-K Item described in the "Item on Form 10-K" column to the
extent such party has actual knowledge (and in the case of financial statements
required to be provided in connection with any item below, possession) of such
information (other than information as to itself).

--------------------------------------------------------------------------------
           Item on Form 10-K                         Party Responsible
--------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments      o     Depositor
--------------------------------------------------------------------------------
Item 9B:  Other Information
(information required to be disclosed   o     Any party responsible for
on Form 8-K that was not properly             disclosure items on Form 8-K to
disclosed)                                    the extent of such items
--------------------------------------------------------------------------------
Item 15:  Exhibits, Financial           o     Trustee
Statement Schedules                     o     Depositor
--------------------------------------------------------------------------------
                                        o     Servicer (as to itself)
                                        o     Special Servicer (as to itself)
                                        o     Trustee (as to itself)
                                        o     Depositor (as to itself)
                                        o     Any other Reporting Servicer (as
                                              to itself)
                                        o     Trustee/Servicer/Depositor/Special
                                              Servicer as to the Trust (in the
                                              case of the Servicer and the
                                              Special Servicer to be reported by
                                              the party controlling such
                                              litigation pursuant to Section
                                              3.31)
                                        o     Each Mortgage Loan Seller as
                                              sponsor (as defined in Regulation
                                              AB) (to be provided by the
                                              Depositor)
                                        o     Originators under Item 1110 of
Additional Item:                              Regulation AB (to be provided by
                                              the Depositor)
Disclosure per Item 1117 of Regulation  o     Party under Item 1100(d)(1) of
AB (to the extent material to                 Regulation AB (to be provided by
Certificateholders)                           the Depositor)
--------------------------------------------------------------------------------
                                        o     Servicer (as to itself) (to the
                                              extent material to
                                              Certificateholders and only as to
                                              affiliations under 1119(a) with
                                              the Trustee, Special Servicer or a
                                              sub-servicer meeting any of the
                                              descriptions in Item 1108(a)(3))
                                        o     Special Servicer (as to itself)
                                        o     Trustee (as to itself)
                                        o     Depositor (as to itself)
                                        o     Trustee/Servicer/Depositor/Special
                                              Servicer as to the Trust
                                        o     Each Seller as sponsors (as
                                              defined in Regulation AB) (to be
                                              provided by the Depositor)
                                        o     Originators under Item 1110 of
                                              Regulation AB (to be provided by
                                              the Depositor)
Additional Item:                        o     Party under Item 1100(d)(1) of
Disclosure per Item 1119 of Regulation        Regulation AB (to be provided by
AB                                            the Depositor)
--------------------------------------------------------------------------------
Additional Item:
Disclosure per Item 1112(b) of
Regulation AB                               N/A
--------------------------------------------------------------------------------
Additional Item:
Disclosure per Items 1114(b) and        o     Depositor
1115(b) of Regulation AB                o     Trustee
--------------------------------------------------------------------------------


<PAGE>

                                   SCHEDULE 9

                         Form 8-K Disclosure Information

            The parties identified in the "Party Responsible" column are
obligated pursuant to Section 11.09 of the Pooling and Servicing Agreement to
report to the Depositor and the Trustee the occurrence of any event described in
the corresponding Form 8-K Item described in the "Item on Form 8-K" column to
the extent such party has actual knowledge of such information (other than
information as to itself).

-------------------------------------------------------------------------------
           Item on Form 8-K                       Party Responsible
-------------------------------------------------------------------------------
Item 1.01- Entry into a Material        o     Trustee/Servicer/Depositor/Special
Definitive Agreement                          Servicer as to the Trust (only
                                              as to the agreements such
                                              entity is a party to or entered
                                              into on behalf of the Trust)
-------------------------------------------------------------------------------
Item 1.02- Termination of a Material    o     Trustee/Servicer/Depositor/Special
Definitive Agreement                          Servicer as to the Trust (only
                                              as to the agreements such
                                              entity is a party to or entered
                                              into on behalf of the Trust)
-------------------------------------------------------------------------------
Item 1.03- Bankruptcy or Receivership   o     Depositor
-------------------------------------------------------------------------------
Item 2.04- Triggering Events that       o     Depositor
Accelerate or Increase a Direct         o     Trustee
Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement
-------------------------------------------------------------------------------
Item 3.03- Material Modification to     o     Trustee
Rights of Security Holders
-------------------------------------------------------------------------------
Item 5.03- Amendments of Articles of    o     Depositor
Incorporation or Bylaws; Change of
Fiscal Year
-------------------------------------------------------------------------------
Item 6.01- ABS Informational and        o     Depositor
Computational Material
-------------------------------------------------------------------------------
                                        o     Servicer (as to itself or a
                                              servicer retained by it)
                                        o     Special Servicer (as to itself
                                              or a servicer retained by it)
Item 6.02- Change of Servicer or        o     Trustee
Trustee                                 o     Depositor
-------------------------------------------------------------------------------
Item 6.03- Change in Credit             o     Depositor
Enhancement or External Support         o     Trustee
-------------------------------------------------------------------------------
Item 6.04- Failure to Make a Required   o     Trustee
Distribution
-------------------------------------------------------------------------------
Item 6.05- Securities Act Updating      o     Depositor
Disclosure
-------------------------------------------------------------------------------
Item 7.01- Regulation FD Disclosure     o     Depositor
-------------------------------------------------------------------------------
Item 8.01                               o     Depositor
-------------------------------------------------------------------------------
Item 9.01                               o     Depositor
-------------------------------------------------------------------------------


<PAGE>

                                   SCHEDULE 10

         Servicing Criteria To Be Addressed in Assessment of Compliance

            The assessment of compliance to be delivered shall address, at a
minimum, the criteria identified below as "Relevant Servicing Criteria":

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------- ----------------
                                                                                     Applicable
                                 Relevant Servicing Criteria                         Party(ies)
---------------------------------------------------------------------------------- ----------------
   Reference                                 Criteria
---------------- ----------------------------------------------------------------- ----------------
<S>              <S>                                                               <S>
                               General Servicing Considerations
----------------                                                                   ----------------
                 Policies and procedures are instituted to monitor any                 Trustee
                 performance or other triggers and events of default in                Servicer
1122(d)(1)(i)    accordance with the transaction agreements.                       Special Servicer
----------------                                                                   ----------------
                 If any material servicing activities are outsourced to                Trustee
                 third parties, policies and procedures are instituted to              Servicer
                 monitor the third party's performance and compliance              Special Servicer
1122(d)(1)(ii)   with such servicing activities.
----------------                                                                   ----------------
                 Any requirements in the transaction agreements to maintain a            N/A
1122(d)(1)(iii)  back-up servicer for the mortgage loans are maintained.
----------------                                                                   ----------------
                 A fidelity bond and errors and omissions policy is in effect on       Servicer
                 the party participating in the servicing function throughout      Special Servicer
                 the reporting period in the amount of coverage required by and
                 otherwise in accordance with the terms of the
1122(d)(1)(iv)   transaction agreements.
----------------                                                                   ----------------
                              Cash Collection and Administration
----------------                                                                   ----------------
                 Payments on mortgage loans are deposited into the                     Trustee
                 appropriate custodial bank accounts and related bank clearing         Servicer
                 accounts no more than two business days following                 Special Servicer
                 receipt, or such other number of days specified in the
1122(d)(2)(i)    transaction agreements.
----------------                                                                   ----------------
                 Disbursements made via wire transfer on behalf of an obligor or       Trustee
1122(d)(2)(ii)   to an investor are made only by authorized personnel.
----------------                                                                   ----------------
                 Advances of funds or guarantees regarding collections, cash           Servicer
                 flows or distributions, and any interest or other fees            Special Servicer
                 charged Special for such advances, are made, reviewed and             Trustee
1122(d)(2)(iii)  approved as specified in the transaction agreements.
----------------                                                                   ----------------
                 The related accounts for the transaction, such as cash reserve        Trustee
                 accounts or accounts established as a form of                        Servicer
                 overcollateralization, are separately maintained (e.g., with      Special Servicer
                 respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)   agreements.
----------------                                                                   ----------------
                 Each custodial account is maintained at a federally insured          Trustee
                 depository institution as set forth in the transaction               Servicer
                 agreements. For purposes of this criterion, "federally insured   Special Servicer
                 depository institution" with respect to a foreign financial
                 Trustee institution means a foreign financial institution that
                 meets Servicer the requirements of Rule 13k-1(b)(1) of the
1122(d)(2)(v)    Securities Exchange Special Act.
----------------                                                                   ----------------
                                                                                      Servicer
                                                                                   Special Servicer
                 Unissued checks are safeguarded so as to prevent unauthorized        Trustee
1122(d)(2)(vi)   access.
----------------                                                                   ----------------
                 Reconciliations are prepared on a monthly basis for all               Trustee
                 asset-backed securities related bank accounts, including             Servicer
                 custodial accounts and related bank clearing accounts. These      Special Servicer
                 reconciliations are (A) mathematically accurate; (B) prepared
                 within 30 calendar days after the bank statement cutoff date,
                 or such other number of days specified in the transaction
                 agreements; (C) reviewed and approved by someone other than the
                 person who prepared the reconciliation; and (D) contain
                 explanations for reconciling items. These reconciling items are
                 resolved within 90 calendar days of their original
                 identification, or such other number of days specified in the
1122(d)(2)(vii) transaction agreements.
----------------                                                                   ----------------
                            Investor Remittances and Reporting
----------------                                                                   ----------------
                 Reports to investors, including those to be filed with the           Trustee
                 Commission, are maintained in accordance with the transaction
                 agreements and applicable Commission requirements.
                 Specifically, such reports (A) are prepared in accordance with
                 timeframes and other terms set forth in the transaction
                 agreements; (B) provide information calculated in accordance
                 with the terms specified in the transaction agreements; (C) are
                 filed with the Commission as required by its rules and
                 regulations; and (D) agree with investors' or the trustee's
                 records as to the total unpaid principal balance and number of
1122(d)(3)(i)    mortgage loans serviced by the Servicer.
----------------                                                                   ----------------
                 Amounts due to investors are allocated and remitted in               Trustee
                 accordance with timeframes, distribution priority and other
1122(d)(3)(ii)   terms set forth in the transaction agreements.
----------------                                                                   ----------------
                 Disbursements made to an investor are posted within two              Trutee
                 business days to the Servicer's investor records, or such other
1122(d)(3)(iii)  number of days specified in the transaction agreements.
----------------                                                                   ----------------
                 Amounts remitted to investors per the investor reports agree         Trustee
                 with cancelled checks, or other form of payment, or custodial
1122(d)(3)(iv)   bank statements.
----------------                                                                   ----------------
                                 Pool Asset Administration
----------------                                                                   ----------------
1122(d)(4)(i)    Collateral or security on mortgage loans is maintained                Trustee
                 as Servicer required by the transaction agreements or related        Servicer
                 mortgage loan documents.                                          Special Servicer
----------------                                                                   ----------------
                 Mortgage loan and related documents are safeguarded as required       Trustee
1122(d)(4)(ii)   by the transaction agreements.                                    Special Servicer
----------------                                                                   ----------------
                 Any additions, removals or substitutions to the asset pool are        Trustee
                 made, reviewed and approved in accordance with any conditions     Special Servicer
1122(d)(4)(iii)  or requirements in the transaction agreements.
----------------                                                                   ----------------
                 Payments on mortgage loans, including any payoffs, made in            Servicer
                 accordance with the related mortgage loan documents are posted
                 to the Servicer's obligor records maintained no more than two
                 business days after receipt, or such other number of days
                 specified in the transaction agreements, and allocated to
                 principal, interest or other items (e.g., escrow) in accordance
1122(d)(4)(iv)   with the related mortgage loan documents.
----------------                                                                   ----------------
                 The Servicer's records regarding the mortgage loans agree with       Servicer
                 the Servicer's records with respect to an obligor's unpaid
1122(d)(4)(v)    principal balance.
----------------                                                                   ----------------
                 Changes with respect to the terms or status of an obligor's           Servicer
                 mortgage loans (e.g., loan modifications or re-agings) are        Special Servicer
                 made, reviewed and approved by authorized personnel in Servicer
                 accordance with the transaction agreements and related pool
1122(d)(4)(vi)   asset documents.
----------------                                                                   ----------------
                 Loss mitigation or recovery actions (e.g., forbearance plans,     Special Servicer
                 modifications and deeds in lieu of foreclosure, foreclosures
                 and repossessions, as applicable) are initiated, conducted and
                 concluded in accordance with the timeframes or other
1122(d)(4)(vii)  requirements established by the transaction agreements.
----------------                                                                   ----------------
                 Records documenting collection efforts are maintained during          Servicer
                 the period a mortgage loan is delinquent in accordance with the   Special Servicer
                 transaction agreements. Such records are maintained on at least
                 a monthly basis, or such other period specified in the
                 transaction agreements, and describe the entity's activities in
                 monitoring delinquent mortgage loans including, for example,
                 phone calls, letters and payment rescheduling plans in cases
                 where delinquency is deemed temporary (e.g., illness or
1122(d)(4)(viii) unemployment).
----------------                                                                   ----------------

                 Adjustments to interest rates or rates of return for mortgage       Servicer
                 loans with variable rates are computed based on the related
1122(d)(4)(ix)   mortgage loan documents.
----------------                                                                   ----------------
                 Regarding any funds held in trust for an obligor (such as           Servicer
                 escrow accounts): (A) such funds are analyzed, in accordance
                 with the obligor's mortgage loan documents, on at least an
                 annual basis, or such other period specified in the transaction
                 agreements; (B) interest on such funds is paid, or credited, to
                 obligors in accordance with applicable mortgage loan documents
                 and state laws; and (C) such funds are returned to the obligor
                 within 30 calendar days of full repayment of the related
                 mortgage loans, or such other number of days specified in the
1122(d)(4)(x)    transaction agreements.
----------------                                                                   ----------------
                 Payments made on behalf of an obligor (such as tax or insurance     Servicer
                 payments) are made on or before the related penalty or
                 expiration dates, as indicated on the appropriate bills or
                 notices for such payments, provided that such support has been
                 received by the servicer at least 30 calendar days prior to
                 these dates, or such other number of days specified in the
1122(d)(4)(xi)   transaction agreements.
----------------                                                                   ----------------
                 Any late payment penalties in connection with any payment to be      Servicer
                 made on behalf of an obligor are paid from the servicer's funds
                 and not charged to the obligor, unless the late payment was due
1122(d)(4)(xii)  to the obligor's error or omission.
----------------                                                                   ----------------
                 Disbursements made on behalf of an obligor are posted within         Servicer
                 two business days to the obligor's records maintained by the
                 servicer, or such other number of days specified in the
1122(d)(4)(xiii) transaction agreements.
----------------                                                                   ----------------
                 Delinquencies, charge-offs and uncollectible accounts are            Servicer
                 recognized and recorded in accordance with the transaction
1122(d)(4)(xiv)  agreements.
----------------                                                                   ----------------
                 Any external enhancement or other support, identified in Item         N/A
                 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv)   maintained as set forth in the transaction agreements.
---------------- ----------------------------------------------------------------- ----------------
</TABLE>


<PAGE>

                                   SCHEDULE 11

                       Additional Disclosure Notification

**SEND VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [  ] AND VIA
OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

LaSalle Bank National Association, as Trustee
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn:  Global Securities and Trust Services- [DEAL NAME]--SEC REPORT PROCESSING

RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

      In accordance with Section [ ] of the Pooling and Servicing Agreement,
dated as of March 1, 2006, among GE Commercial Mortgage Corporation, as
depositor, Wachovia Bank, National Association, as servicer, LNR Partners, Inc.,
as special servicer and LaSalle Bank National Association, as trustee. the
undersigned, as [ ], hereby notifies you that certain events have come to our
attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:



<PAGE>

List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:

      Any inquiries related to this notification should be directed to [ ],
phone number: [ ]; email address: [ ].

                                                [NAME OF PARTY],
                                                as [role]


                                      By:
                                          ---------------------------
                                      Name:
                                      Title:


<PAGE>

                                   SCHEDULE 12

 Mortgage Loans for which a request for the disbursement of earnouts or holdback
               amounts shall be submitted to the Special Servicer


                           [SEE ATTACHED SPREADSHEET]
<PAGE>

GE COMMERCIAL MORTGAGE CORPORATION, SERIES 2006-C1

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES

<TABLE>
<CAPTION>


ID    Property Name (1)(2)        Amount
---   -------------------------   ---------
<S>   <C>                         <C>
 15   Broadstone Plaza            1,862,300
 18   Marriott Saratoga           1,500,000
 31   248-254 East Fordham Road   3,000,000
 42   Overbrook Plaza               790,000
 56   The Shoppes at Rockwood       376,000
 57   Ridge Park Center             181,500
 67   South Street Self Storage     638,000
 78   Devon SS - Cockeysville       681,450
112   Hamilton Mill Plaza           760,000

<CAPTION>
                                                                                     % of        Amount as
                                                                                 Initial Pool      % of
ID    Description                                                                  Balance         Loan
---   ------------------------------------------------------------------------   ------------    ---------
<S>   <C>                                                                        <C>             <C>
 15   LOC performance earnout.                                                           1.51%        7.69%
 18   LOC for (I) restaurant completion guaranty and (ii) performance earnout.           1.15%        8.11%
 31   Reserved until Bank of America lease TI/LCs.                                       0.75%       25.00%
 42   Reserved for TI/LCs releated to three new tenants.                                 0.56%        8.78%
 56   Reserved performance earnout.                                                      0.17%       13.51%
 57   Reserved performance earnout.                                                      0.11%       10.60%
 67   Reserved performance earnout.                                                      0.42%        9.45%
 78   Reserved performance earnout.                                                      0.35%       11.96%
112   LOC performance earnout.                                                           0.24%       19.49%

<CAPTION>
       Mortgage                    Cut-Off     General        Detailed                                         Interest
         Loan       Original        Date       Property       Property          Interest    Administrative     Accrual
ID    Seller (3)   Balance ($)   Balance ($)   Type           Type                Rate        Cost Rate         Basis
---   ----------   -----------   -----------   ------------   ---------------   --------    --------------    ----------
<S>   <C>          <C>           <C>           <C>            <C>               <C>         <C>               <C>
 15      GECC       24,225,000    24,225,000   Retail         Anchored             5.570%            0.021%   Actual/360
 18      GACC       18,500,000    18,500,000   Hotel          Limited Service      5.675%            0.031%   Actual/360
 31      GACC       12,000,000    12,000,000   Retail         Anchored             5.680%            0.031%   Actual/360
 42      GACC        9,000,000     9,000,000   Retail         Anchored             5.700%            0.031%   Actual/360
 56      GECC        2,784,000     2,784,000   Retail         Shadow Anchored      5.680%            0.021%   Actual/360
 57      GECC        1,712,000     1,712,000   Retail         Shadow Anchored      5.680%            0.021%   Actual/360
 67      GECC        6,750,000     6,750,000   Self Storage   Self Storage         5.330%            0.021%   Actual/360
 78      GECC        5,700,000     5,700,000   Self Storage   Self Storage         5.670%            0.021%   Actual/360
112      GECC        3,900,000     3,890,086   Retail         Unanchored           5.010%            0.081%   Actual/360

<CAPTION>
          Original        Stated Remaining      Original      Remaining           First    Maturity       Annual
      Term to Maturity    Term to Maturity    Amortization   Amortization       Payment        Date        Debt
ID    or APD (mos.) (4)   or APD (mos.) (4)   Term (mos.)    Term (mos.)    Payment (4)      or APD   Service ($) (5)
---   -----------------   -----------------   ------------   ------------   -----------   ---------   ---------------
<S>   <C>                 <C>                 <C>            <C>            <C>           <C>         <C>
 15                 120                 118            360            360      2/1/2006    1/1/2016         1,663,352
 18                 120                 120            360            360      4/1/2006    3/1/2016         1,284,974
 31                 120                 120            360            360      4/1/2006    3/1/2016           833,952
 42                 120                 120            360            360      4/1/2006    3/1/2016           626,832
 56                 120                 118            360            360      2/1/2006    1/1/2016           193,477
 57                 120                 118            360            360      2/1/2006    1/1/2016           118,977
 67                 120                 116            360            360     12/1/2005   11/1/2015           451,307
 78                 120                 115            360            360     11/1/2005   10/1/2015           395,694
112                 120                 118            360            358      2/1/2006    1/1/2016           251,519

<CAPTION>
          Monthly           Remaining                                  Crossed
           Debt           Interest Only                     APD         With       Related                        Grace
ID    Service ($) (5)   Period (mos.) (4)   Lockbox (6)   (Yes/No)   Other Loans   Borrower   DSCR (5)(7)(8)(9)   Period
---   ---------------   -----------------   -----------   --------   -----------   --------   -----------------   ------
<S>   <C>               <C>                 <C>           <C>        <C>           <C>        <C>                 <C>
 15        138,612.71                  58      None          No          No        Yes - D          1.22x              5
 18        107,081.16                   0      None          No          No           No            1.41x              5
 31         69,496.04                  36      Hard          No          No           No            1.19x              5
 42         52,236.04                  24      None          No          No           No            1.22x              5
 56         16,123.08                  22      None          No        Yes - B     Yes - R          1.25x              5
 57          9,914.77                  22      None          No        Yes - B     Yes - R          1.25x              5
 67         37,608.91                  20      None          No          No           No            1.35x              5
 78         32,974.54                  19      None          No          No        Yes - K          1.23x              5
112         20,959.88                   0      None          No          No           No            1.57x              5

<CAPTION>
                                        Cut-Off               LTV
      Payment       Appraised          Date LTV             Ratio at
ID     Date     Value ($) (10)(11)   Ratio (5)(12)    Maturity/APD (5)(12)    Address                           City
---   -------   ------------------   -------------    --------------------    -------------------------   ----------------
<S>   <C>       <C>                  <C>              <C>                     <C>                         <C>
 15         1           33,000,000           73.41%                  68.26%   2791 E. Bidwell Street           Folsom
 18         1           24,800,000           68.55%                  56.62%   11 Excelsior Avenue         Saratoga Springs
 31         1           15,300,000           58.82%                  50.83%   248-254 East Fordham Road        Bronx
 42         1           11,300,000           72.65%                  63.11%   5610 Lancaster Avenue         Philadephia
 56         1            3,470,000           77.34%                  68.04%   110 South Rockwood Road          Cabot
 57         1            2,258,000           77.34%                  68.04%   1907 West Parker Road          Jonesboro
 67         1           10,750,000           62.79%                  54.78%   2323 South Street              Long Beach
 78         1            8,020,000           71.07%                  62.51%   11150 York Road               Cockeysville
112         1            6,000,000           64.83%                  53.45%   3421 Ridge Road                  Buford

<CAPTION>
                                                                             Net Rentable        Units
                                             Year             Year        Area Sq. Ft/Units/      of
ID       County      State   Zip Code   Built (13)(14)   Renovated (14)   Beds/Pads/Keys (16)   Measure
---   ------------   -----   --------   --------------   --------------   -------------------   -------
<S>   <C>            <C>     <C>        <C>              <C>              <C>                   <C>
 15    Sacramento     CA        95630             2001                                118,002   Sq. Ft.
 18     Saratoga      NY        12866             2004                                    146    Keys
 31      Bronx        NY        10458             1932                                 13,900   Sq. Ft.
 42   Philadelphia    PA        19131             2004                                 69,635   Sq. Ft.
 56      Lonoke       AR        72023             1998                                 27,150   Sq. Ft.
 57    Craighead      AR        72404             1997                                 24,067   Sq. Ft.
 67   Los Angeles     CA        90805             2003                                 70,680   Sq. Ft.
 78    Baltimore      MD        21030             2002                                 68,525   Sq. Ft.
112     Gwinnett      GA        30519             2005                                 30,000   Sq. Ft.

<CAPTION>
            Loan per Net                    Prepayment                                                   Third
            Rentable Area                   Provisions                                                Most Recent
ID    Sq. Ft./Units ($) (5)(17)   (# of payments) (4)(18)(19)(29)   ID    Property Name                 NOI ($)
---   -------------------------   -------------------------------   ---   -------------------------   -----------
<S>   <C>                         <C>                               <C>   <C>                         <C>
 15                      205.29          L(26),D(91),O(3)            15   Broadstone Plaza              1,942,953
 18                  126,712.33          L(24),D(92),O(4)            18   Marriott Saratoga
 31                      863.31          L(24),D(92),O(4)            31   248-254 East Fordham Road
 42                      129.25          L(24),D(92),O(4)            42   Overbrook Plaza
 56                      102.54          L(26),D(91),O(3)            56   The Shoppes at Rockwood         278,963
 57                       71.13          L(26),D(91),O(3)            57   Ridge Park Center               136,906
 67                       95.50          L(28),D(89),O(3)            67   South Street Self Storage        11,437
 78                       83.18          L(29),D(88),O(3)            78   Devon SS - Cockeysville         149,665
112                      129.67          L(26),D(91),O(3)           112   Hamilton Mill Plaza

<CAPTION>
      Third Most      Second      Second Most                     Most Recent
      Recent NOI   Most Recent     Recent NOI   Most Recent               NOI   Underwritten   Underwritten   Underwritten
ID          Date   NOI ($) (20)          Date     NOI ($)           Date (20)     NOI ($)      Revenue ($)      EGI ($)
---   ----------   ------------   -----------   -----------   ---------------   ------------   ------------   ------------
<S>   <C>          <C>            <C>           <C>           <C>               <C>            <C>            <C>
 15   12/31/2003      2,106,588    12/31/2004     2,162,087    T-12 9/30/2005      1,974,453      2,040,904      2,640,904
 18                   1,199,546    12/31/2004     1,940,263        12/31/2005      1,879,896      4,589,233      5,260,821
 31                     589,458     12/1/2004       645,037   T-12 11/30/2005        763,275        899,344      1,024,336
 42                     222,249    12/31/2004       615,355        12/31/2005        749,423        770,561      1,009,123
 56   12/31/2003        267,219    12/31/2004       260,351    T-12 3/31/2005        236,578        261,638        326,638
 57   12/31/2003        185,281    12/31/2004       196,652    T-12 3/31/2005        151,475        175,976        242,826
 67   12/31/2003        272,049    12/31/2004       435,656    T-12 8/31/2005        568,749        840,000        886,000
 78   12/31/2003        311,670    12/31/2004       369,735    T-12 7/31/2005        442,513        678,091        725,091
112                                                                                  349,760        387,500        485,000

<CAPTION>

      Underwritten   Underwritten   Underwritten        Underwritten
ID    Expenses ($)   Reserves ($)    TI/LC ($)     Net Cash Flow ($) (21)   Largest Tenant                        SF
---   ------------   ------------   ------------   ----------------------   ---------------------------------   ------
<S>   <C>            <C>            <C>            <C>                      <C>                                 <C>
 15        666,451         17,700         71,768                1,884,985   Gart Bros. Sporting Goods Company   32,711
 18      3,380,925        210,433                               1,669,463
 31        261,061          2,320         17,569                  743,386   Strawberry                           8,600
 42        259,700         13,927         39,963                  695,533   Save-A-Lot                          15,775
 56         90,060          4,073         21,748                  210,758   Hibbett's                            5,025
 57         91,351          3,610         14,516                  133,349   Dollar Tree Store                   10,067
 67        317,251         10,602                                 558,147
 78        282,578         10,279                                 432,234
112        135,240          4,500         19,897                  325,363   Cabo's Mex Grille Restaurant         4,200

<CAPTION>

           Lease                                       Lease                                         Lease        Occupancy
ID    Expiration   2nd Largest Tenant         SF     Expiration    3rd Largest Tenant       SF     Expiration   Rate (22)(23)
---   ----------   ----------------------   ------   ----------   ---------------------   ------   ----------   -------------
<S>   <C>          <C>                      <C>      <C>          <C>                     <C>      <C>          <C>
 15    6/30/2012   Baby Superstore, Inc.    30,555   1/31/2013       Cost Plus, Inc.      17,857   1/31/2013            100.0%
 18                                                                                                                      58.8%
 31    7/31/2006   Zales                     4,800    9/1/2020        Jewelry Store          500      MTM               100.0%
 42    6/30/2014   Family Dollar             8,060   6/30/2014             HIG             6,615   10/31/2015           100.0%
 56   10/31/2006   Marty's Hallmark          5,025   2/28/2007         Dollar Tree         4,500   8/31/2008            100.0%
 57    2/28/2009   Hibbett Sporting Goods    5,000   1/31/2009    Capitol Entertainment    5,000   10/31/2011            91.7%
 67                                                                                                                      84.5%
 78                                                                                                                      69.2%
112   10/31/2010   Workout Anytime           4,200   2/28/2011        Dollar Smart         3,300   9/30/2010             92.5%

<CAPTION>
                        Upfront        Monthly                                                               Upfront
       Occupancy    Replacement    Replacement     Upfront     Monthly   Monthly Tax   Monthly Insurance   Engineering
ID    As-of Date   Reserves ($)   Reserves ($)   TI/LC ($)   TI/LC ($)    Escrow ($)          Escrow ($)   Reserve ($)
---   ----------   ------------   ------------   ---------   ---------   -----------   -----------------   -----------
<S>   <C>          <C>            <C>            <C>         <C>         <C>           <C>                 <C>
 15    9/16/2005                         1,475                   7,294        21,235               2,888        10,938
 18   12/31/2005         75,000         10,000                                14,658               4,992
 31    12/1/2005                           284     100,000       2,154        17,973               1,335        28,750
 42    1/17/2006                         1,161                   2,902         4,187               2,004
 56    4/30/2005                           340                   2,175           956               1,377
 57    4/30/2005                           305                   1,640           601               1,070
 67    9/26/2005                           884                                 3,612                 704
 78    8/23/2005                           857                                 4,089
112    6/16/2005                                                               5,337                 570

<CAPTION>

         Other
ID    Reserves ($)
---   ------------
<S>   <C>
 15          5,000
 18         94,968
 31      3,906,250
 42        790,000
 56        376,200
 57        181,500
 67
 78        681,450
112

<CAPTION>


ID    Description Other Reserves
---   ----------------------------------------------------------------------------------------------------
<S>   <C>
 15   Tenant Escrow Cost Plus
 18   Initial Seasonal Reserve ($94,968); Ongoing Seasonal Reserve ($47,484/month, May 1 through October 1).
 31   Earnout holdback ($3,000,000), Shortfall Reserve ($900,000), ACM Reserve ($6,250)
 42   See Footnote (25)
 56   Performance Escrow
 57   Performance Escrow
 67
 78   Performance Escrow
112

<CAPTION>
                                 Environmental
             Letter of                  Report   Engineering         Appraisal
ID             Credit                     Date   Report Date   As-of Date (10)
---   ------------------------   -------------   -----------   ---------------
<S>   <C>                        <C>             <C>           <C>
 15   Yes ($1,862,300 Earnout)      11/17/2005    11/15/2005         11/6/2005
 18   Yes ($1,500,000 Earnout)      12/28/2005    12/27/2005          1/3/2006
 31                                 12/13/2005    12/13/2005          8/1/2006
 42                                   2/2/2006     12/1/2005        12/30/2005
 56                                  8/15/2005     8/17/2005          8/5/2005
 57                                  8/15/2005     8/17/2005         12/5/2005
 67    Yes ($638,000 Earnout)        9/16/2005     9/15/2005         2/14/2006
 78                                  6/27/2005     8/22/2005         2/16/2007
112    Yes ($760,000 Earnout)        7/18/2005     7/15/2005          7/5/2005

<CAPTION>


ID    Sponsor (27)
---   -------------------------------------------------
<S>   <C>
 15   Alan C. Fox
 18   John Eric King & Donald R. Led Duke
 31   James Khezrie, Ezra Khezrie, Gabriel Ezra Khezrie
 42   Samual Friedler
 56   Edgar Lopez, Jack Hunt
 57   Edgar Lopez, Jack Hunt
 67   See Footnote (28)
 78   Kenneth E Nitzberg, Kelly Gallacher
112   Ben F. Kushner, Warren Steinberg
</TABLE>

<PAGE>

8)    With respect to the ten Mortgage Loans listed in this footnote, for
      purposes of calculating DSCR, the Annual Debt Service is calculated after
      netting out letters of credit and/or holdback amounts for the following
      mortgage loans:

      Marriott Saratoga (Loan No. 18): $1,500,000 letter of credit is being held
      by the Mortgagee as additional security for the mortgage loan until such
      time that, among other things, (i) the completion of the adjacent
      restaurant parcel pursuant to the requirements in the loan documents and
      (ii) the DSCR is greater than or equal to 1.40x at least twenty four
      months from the mortgage loan closing date.

      248-254 East Fordham Road (Loan No. 31): $3,000,000 reserve is being held
      by the Mortgagee as additional security for the mortgage loan until Bank
      of America takes occupancy as a tenant, is open for business, rent
      payments commence and all landlord obligations are completed regarding the
      Bank of America lease.

      Overbrook Plaza (Loan No. 42): $790,000 reserve is being held by the
      Mortgagee as additional security for the mortgage loan and is to be
      released in increments as certain tenants take occupancy, open for
      business, commence rent payments, and all landlord obligations are
      completed provided such conditions are satisfied within two years of the
      loan closing date.

      Broadstone Plaza (Loan No. 15): $1,862,300 letter of credit ($1,693,000
      earnout) held as additional security for the loan unless the borrower
      requests redetermination by January 1, 2009, and Mortgagee determines that
      certain requirements, including a 1.20x DSCR based on a 6.84% minimum
      constant, have been satisfied. Borrower has the right to request two
      redeterminations. If the borrower does not qualify or only partially
      qualifies for the release, the Mortgagee has the option to hold the letter
      of credit for the term or to apply the letter of credit to the outstanding
      principal loan balance, and principal and interest payments are
      recalculated on the new loan balance. Any proceeds for which the borrower
      qualifies shall be released to the borrower, less any required fees. For
      purposes of calculating DSCR used in this prospectus supplement, the
      annual debt service is based on netting out the $1,862,300 letter of
      credit, less $169,300 in fees, from the original balance of $24,225,000.

      Yosemite Park (Loan No. 16): $330,000 letter of credit ($300,000 earnout)
      held as additional security for the loan unless the borrower requests
      redetermination by March 1, 2007, and Mortgagee determines that certain
      requirements, including a 1.20x DSCR based on a 6.74% minimum constant,
      have been satisfied. Borrower has the right to request two
      redeterminations. If the borrower does not qualify or only partially
      qualifies for the release, the Mortgagee is required to apply the letter
      of credit to the outstanding principal loan balance, and principal and
      interest payments are recalculated on the new loan balance. For purposes
      of calculating DSCR used in this prospectus supplement, the annual debt
      service is based on netting out the $330,000 letter of credit, (less
      $30,000 in fees), from the original balance of $22,000,000.

      South Street Self Storage (Loan No. 67): $638,000 letter of credit
      ($580,000 earnout) held as additional security for the loan unless the
      borrower requests redetermination by September 30, 2007, and Mortgagee
      determines that certain requirements, including a 1.25x DSCR based on a
      7.25% minimum constant, have been satisfied. If the borrower does not
      qualify or only partially qualifies for the release, the Mortgagee has the
      option to hold the portion of the letter of credit for the term or to
      apply the letter of credit to the outstanding principal loan balance, with
      yield maintenance being paid, and principal and interest payments are
      recalculated on the new loan balance. For purposes of calculating DSCR
      used in this prospectus supplement, the annual debt service is based on
      netting out the $638,000 letter of credit, less $58,000 in fees, from the
      original balance of $6,750,000.

      Devon SS - Cockeysville (Loan No. 78): $681,450 cash escrow, ($649,000
      earnout) held as additional security for the loan unless the borrower
      requests redetermination by October 1, 2007, and Mortgagee determines that
      certain requirements, including a 1.25x DSCR based on a 7.25% minimum
      constant, have been satisfied. If the borrower does not qualify or only
      partially qualifies for the release, the Mortgagee is required to apply
      the escrow to the outstanding principal loan balance, with yield
      maintenance being paid, and principal and interest payments are
      recalculated on the new loan balance. For purposes of calculating DSCR
      used in this prospectus supplement, the annual debt service is based on
      netting out the $681,450 cash escrow, less $32,450 in fees, from the
      original balance of $5,700,000.

      Hamilton Mill Plaza (Loan No. 112): $760,000 letter of credit ($691,000
      earnout) held as additional security for the loan unless the borrower
      requests redetermination by December 1, 2007, and Mortgagee determines
      that certain requirements, including a 1.40x DSCR based on a 7.00% minimum
      constant, have been satisfied. Borrower has the right to request two
      redeterminations. If the borrower does not qualify or only partially
      qualifies for the release, the Mortgagee is required to apply the letter
      of credit to the outstanding principal loan balance, with yield
      maintenance being paid, and principal and interest payments are
      recalculated on the new loan balance. Any proceeds for which the borrower
      qualifies shall be released to the borrower, less any required fees. For
      purposes of calculating DSCR used in this prospectus supplement, the
      annual debt service is based on netting out the $760,000 letter of credit,
      less $69,000 in fees, from the original balance of $3,900,000.

      The Shoppes at Rockwood (Loan No. 56): $376,200 cash escrow ($342,000
      earnout) held as additional security for the loan unless the borrower
      requests redetermination by December 1, 2007, and Mortgagee determines
      that certain requirements, including a 1.20x DSCR based on a 6.93% minimum
      constant, have been satisfied. If the borrower does not qualify or only
      partially qualifies for the release, the Mortgagee is required to apply
      the escrow to the outstanding principal loan balance, with yield
      maintenance being paid, and principal and interest payments are
      recalculated on the new loan balance. For purposes of calculating DSCR
      used in this prospectus supplement, the annual debt service is based on
      netting out the $376,200 cash escrow, less $34,200 in fees, from the
      original balance of $2,784,000.

      Ridge Park Center (Loan No. 57): $181,500 cash escrow ($165,000 earnout)
      held as additional security for the loan unless the borrower requests
      redetermination by December 1, 2007, and Mortgagee determines that certain
      requirements, including a 1.20x DSCR based on a 6.65% minimum constant,
      have been satisfied. If the borrower does not qualify or only partially
      qualifies for the release, the Mortgagee is required to apply the escrow
      to the outstanding principal loan balance, with yield maintenance being
      paid, and principal and interest payments are recalculated on the new loan
      balance. For purposes of calculating DSCR used in this prospectus
      supplement, the annual debt service is based on netting out the $181,500
      cash escrow, less $16,500 in fees, from the original balance of
      $1,712,000.

      Loan Nos. 15, 16, 56, 57, 67, 78 & 112 listed in Footnote 8 require that
      if these holdback escrows or LOC's are used to prepay the related Mortgage
      Loan, the Master Servicer will reduce the Monthly Debt Service payments to
      account for the new lower outstanding balance.


<PAGE>

                                   SCHEDULE 13

                            Loan Seller Sub-Servicers


               o     Bank of America, National Association

               o     GEMSA Loan Services, L.P.

               o     Laureate Capital LLC

               o     NorthMarq Capital, Inc.

               o     Holiday Fenoglio Fowler, LP

               o     CBRE Melody of Texas, LP