EXHIBIT 4.1

                   Greenwich Capital Commercial Funding Corp.,
                                  as Depositor

                                       and

                          Midland Loan Services, Inc.,
                               as Master Servicer

                                       and

                               LNR Partners, Inc.,
                               as Special Servicer

                                       and

                       LaSalle Bank National Association,
                                   as Trustee


                         POOLING AND SERVICING AGREEMENT

                            Dated as of July 1, 2006

                                 $3,611,656,137

                       Commercial Mortgage Trust 2006-GG7,

                 Commercial Mortgage Pass-Through Certificates,

                                 Series 2006-GG7

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

Section 1.01  Defined Terms................................................
Section 1.02  General Interpretive Principles..............................
Section 1.03  Certain Adjustments to the Principal Distributions on the
               Certificates................................................
Section 1.04  Certain Calculations Relating to REO Loans...................


                                  ARTICLE II

    CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
                           ISSUANCE OF CERTIFICATES

Section 2.01  Creation of Trust; Conveyance of Mortgage Loans..............
Section 2.02  Acceptance of Trust Fund by Trustee..........................
Section 2.03  Repurchase of Mortgage Loans for Document Defects and
               Breaches of Representations and Warranties..................
Section 2.04  Representations, Warranties and Covenants of the Depositor...
Section 2.05  Execution of Certificates; Issuance of Uncertificated
               Lower-Tier Interests........................................
Section 2.06  Acceptance of Grantor Trust Assets by Trustee; Issuance
               of the Class V Certificates.................................


                                 ARTICLE III

                ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  Administration of the Loans..................................
Section 3.02  Collection of Loan Payments..................................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts; Reserve Accounts........................
Section 3.04  Pool Custodial Account, Defeasance Deposit Account,
               Distribution Account, Interest Reserve Account, Excess
               Liquidation Proceeds Account and Class V Sub-Account........
Section 3.04A Loan Group Custodial Account.................................
Section 3.05  Permitted Withdrawals From the Pool Custodial Account,
               the Distribution Account, the Interest Reserve Account
               and the Excess Liquidation Proceeds Account.................
Section 3.05A Permitted Withdrawals From the Loan Group Custodial
               Account.....................................................
Section 3.06  Investment of Funds in the Servicing Accounts, the
               Reserve Accounts, the Defeasance Deposit Account, the
               Custodial Accounts and the REO Accounts.....................
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
               and Fidelity Coverage; Environmental Insurance..............
Section 3.08  Enforcement of Due-on-Sale and Due on Encumbrance
               Provisions..................................................
Section 3.09  Realization Upon Defaulted Loans; Required Appraisals;
               Appraisal Reduction Calculation.............................
Section 3.10  Trustee and Custodian to Cooperate; Release of Mortgage
               Files.......................................................
Section 3.11  Servicing Compensation; Payment of Expenses..................
Section 3.12  Certain Matters Regarding Servicing Advances.................
Section 3.13  Property Inspections; Collection of Financial Statements;
               Delivery of Certain Reports.................................
Section 3.13A Delivery of Certain Reports to the Companion Loan
               Noteholders.................................................
Section 3.13B Statements to the Companion Loan Noteholders.................
Section 3.14  [Reserved]...................................................
Section 3.15  [Reserved]...................................................
Section 3.16  Access to Certain Information................................
Section 3.17  Title to REO Property; REO Accounts..........................
Section 3.18  Management of REO Property...................................
Section 3.19  Sale of Mortgage Loans and REO Properties....................
Section 3.20  Additional Obligations of the Master Servicer;
               Obligations to Notify Ground Lessors; the Special
               Servicer's Right to Request the Master Servicer to Make
               Servicing Advances..........................................
Section 3.21  Modifications, Waivers, Amendments and Consents;
               Defeasance..................................................
Section 3.22  Transfer of Servicing Between Master Servicer and Special
               Servicer; Record Keeping....................................
Section 3.23  Sub-Servicing Agreements.....................................
Section 3.24  Representations and Warranties of the Master Servicer........
Section 3.25  Representations and Warranties of the Special Servicer.......
Section 3.26  Certain Matters Regarding the Purchase of the Loan Group
               Trust Mortgage Loans........................................
Section 3.27  Application of Default Charges...............................
Section 3.28  Limitations on and Authorizations of the Master Servicer
               and Special Servicer with Respect to Specific Mortgage
               Loans.......................................................
Section 3.29  Litigation Control...........................................


                                  ARTICLE IV

        PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.02  Statements to Certificateholders; CMSA Loan Periodic
               Update File.................................................
Section 4.03  P&I Advances.................................................
Section 4.03A P&I Advances on the Loan Group Trust Mortgage Loans..........
Section 4.04  Allocation of Realized Losses and Additional Trust Fund
               Expenses....................................................
Section 4.05  Various Reinstatement Amounts................................
Section 4.06  Calculations.................................................
Section 4.07  Use of Agents................................................


                                  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 MASTER SERVICER, THE SPECIAL SERVICER AND THE DIRECTIN
                                    HOLDER

Section 6.01  Liability of Depositor, Master Servicer and Special
               Servicer....................................................
Section 6.02  Continued Qualification and Compliance of Master
               Servicer; Merger, Consolidation or Conversion of
               Depositor, Master Servicer or Special Servicer..............
Section 6.03  Limitation on Liability of Depositor, Master Servicer and
               Special Servicer............................................
Section 6.04  Resignation of Master Servicer and the Special Servicer......
Section 6.05  Rights of Depositor, Trustee and the Companion Loan
               Noteholders in Respect of the Master Servicer and the
               Special Servicer............................................
Section 6.06  Depositor, Master Servicer and Special Servicer to
               Cooperate with Trustee......................................
Section 6.07  Depositor, Special Servicer and Trustee to Cooperate with
               Master Servicer.............................................
Section 6.08  Depositor, Master Servicer and Trustee to Cooperate with
               Special Servicer............................................
Section 6.09  Termination and Designation of Special Servicer by the
               Directing Holder............................................
Section 6.10  Master Servicer or Special Servicer as Owner of a
               Certificate.................................................
Section 6.11  Certain Powers of the Directing Holder.......................


                                 ARTICLE VII

                                   DEFAULT

Section 7.01  Events of Default............................................
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  Additional Remedies of Trustee Upon Event of Default.........


                                 ARTICLE VIII

                            CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee............................................
Section 8.02  Certain Matters Affecting Trustee............................
Section 8.03  Trustee Not Liable for Validity or Sufficiency of
               Certificates or Loans.......................................
Section 8.04  Trustee May Own Certificates.................................
Section 8.05  Fees and Expenses of Trustee; Indemnification of and by
               Trustee.....................................................
Section 8.06  Eligibility Requirements for Trustee.........................
Section 8.07  Resignation and Removal of 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  Appointment of Authenticating Agents.........................
Section 8.13  Appointment of Tax Administrators............................
Section 8.14  Access to Certain Information................................
Section 8.15  [Reserved]...................................................
Section 8.16  Representations and Warranties of 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 TAX PROVISIONS

Section 10.01 REMIC Administration.........................................
Section 10.02 Grantor Trust Administration.................................


                                  ARTICLE XI

             EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 11.01 Intent of the Parties; Reasonableness........................
Section 11.02 Succession; Subcontractors...................................
Section 11.03 Filing Obligations...........................................
Section 11.04 Form 10-D Filings............................................
Section 11.05 Form 10-K Filings............................................
Section 11.06 Sarbanes Oxley Certification.................................
Section 11.07 Form 8-K Filings.............................................
Section 11.08 Form 15 Filing...............................................
Section 11.09 Annual Compliance Statements.................................
Section 11.10 Annual Reports on Assessment of Compliance with Servicing
               Criteria....................................................
Section 11.11 Annual Independent Public Accountants' Servicing Report......
Section 11.12 Indemnification..............................................
Section 11.13 Amendments...................................................
Section 11.14 Regulation AB Notices........................................


                                 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
               Companion Loan Noteholders..................................
Section 12.04 Governing Law; Consent to Jurisdiction.......................
Section 12.05 Notices......................................................
Section 12.06 Severability of Provisions...................................
Section 12.07 Grant of a Security Interest.................................
Section 12.08 [Reserved]...................................................
Section 12.09 Successors and Assigns; Beneficiaries........................
Section 12.10 Article and Section Headings.................................
Section 12.11 Notices to Rating Agencies...................................
Section 12.12 Global Opinions..............................................
Section 12.13 Complete Agreement...........................................



<PAGE>




                            SCHEDULES AND EXHIBITS

Schedule No.  Schedule Description

      I       Mortgage Loan Schedule

     II       Schedule of Exceptions to Mortgage File Delivery

     III      Environmentally Insured Mortgage Loans

     IV       [Reserved]

      V       Schedule of Initial Directing Holder For Each Loan Group

     VI       Supplemental Servicer Schedule

     VII      Primary Serviced Loans

    VIII      Class A-AB Planned Principal Balance Schedule

     IX       Broker Strip Loans

      X       Special Servicer Earnout/Holdback Mortgage Loans

 Exhibit No.  Exhibit Description

     A-1      Form of Class [A-1] Certificate

     A-2      Form of Class [X] Certificate

     A-3      Form of Class [A-2] Certificate

     A-4      Form of Class [A-3][A-AB][A-4][A-1-A][A-M][A-J] Certificate

     A-5      Form of Class [B] [C] [D] [E] [F] Certificate

     A-6      Form of Class [G] [H] [J][K] Certificates

     A-7      Form of Class [L] [M] [N] [O] [P] [Q] [S]Certificate

     A-8      Form of Class [R-I] [R-II] Certificate

     A-9      Form of Class [V] Certificate

      B       Form of Distribution Date Statement

      C       Form of Custodial Certification

     D-1      Form of Master Servicer Request for Release

     D-2      Form of Special Servicer Request for Release

      E       Form of Loan Payoff Notification Report

              Form of Transferor Certificate for Transfers of Definitive
     F-1      Non-Registered Certificates

    F-2A      Form I of Transferee Certificate for Transfers of Definitive
              Non-Registered Certificates

              Form II of Transferee Certificate for Transfers of Definitive
    F-2B      Non-Registered Certificates

    F-2C      Form of Transferee Certificate for Transfers of Interests in Rule
              144A Global Certificates

    F-2D      Form of Transferee Certificate for Transfers of Interests in
              Regulation S Global Certificates

      G       Form I of Transferee Certificate in Connection with ERISA
              (Definitive Non-Registered Certificates)

     H-1      Form of Transfer Affidavit and Agreement regarding Residual
              Interest Certificates

     H-2      Form of Transferor Certificate regarding Residual Interest
              Certificates

     I-1      Form of Notice and Acknowledgment

     I-2      Form of Acknowledgment of Proposed Special Servicer

      J       Form of Notice to Other Master Servicer

      K       [Reserved]

      L       Form of Defeasance Certification

      M       Form of Sarbanes-Oxley Certification

     N-1      Form of Certification to be Provided to Depositor by the Trustee

     N-2      Form of Certification to be Provided to Depositor by the Master
              Servicer

     N-3      Form of Certification to be Provided to Depositor by the Special
              Servicer

      O       Servicing Criteria to be Addressed in Assessment of Compliance

      P       Additional Form 10-D Disclosure

      Q       Additional Form 10-K Disclosure

      R       Form 8-K Disclosure

      S       Form of Additional Disclosure Information

      T       Sub-Servicers in respect of which Sub-Servicing Agreements are in
              effect or being negotiated as of the Closing Date

<PAGE>

            This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of July 1, 2006, among GREENWICH CAPITAL COMMERCIAL FUNDING CORP.,
as Depositor, MIDLAND LOAN SERVICES, INC., as Master Servicer, LNR PARTNERS,
INC., as Special Servicer and LASALLE BANK NATIONAL ASSOCIATION, as Trustee.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell the Certificates, which are to be
issued hereunder in multiple Classes and which in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund.

                                  CERTIFICATES

                   Approx.               Original Class
                   Initial             Principal Balance
Class         Pass-Through Rate       (or Notional Amount)      Original Rating
Designation      (per annum)          at Initial Issuance       S&P/Moody's (1)
-----------   -----------------       --------------------      ---------------
Class A-1               5.74300%      $        100,000,000          AAA/Aaa
Class A-2               6.03200%      $        260,782,000          AAA/Aaa
Class A-3               6.11007%      $        101,915,000          AAA/Aaa
Class A-AB              6.11007%      $        125,000,000          AAA/Aaa
Class A-4               6.11007%      $      1,845,339,000          AAA/Aaa
Class A-1-A             6.11007%      $         95,123,000          AAA/Aaa
Class A-M               6.11007%      $        361,165,000          AAA/Aaa
Class A-J               6.11007%      $        261,845,000          AAA/Aaa
Class B                 6.11007%      $         27,088,000          AA+/Aa1
Class C                 6.11007%      $         54,175,000          AA/Aa2
Class D                 6.11007%      $         27,087,000          AA-/Aa3
Class E                 6.11007%      $         22,573,000           A+/A1
Class F                 6.11007%      $         45,146,000           A/A2
Class G                 6.11007%      $         31,602,000           A-/A3
Class H                 6.11007%      $         45,145,000         BBB+/Baa1
Class J                 6.11007%      $         40,632,000         BBB/Baa2
Class K                 6.11007%      $         36,116,000         BBB-/Baa3
Class L                 5.70600%      $         13,544,000          BB+/Ba1
Class M                 5.70600%      $         18,058,000          BB/Ba2
Class N                 5.70600%      $         18,058,000          BB-/Ba3
Class O                 5.70600%      $          4,515,000           B+/B1
Class P                 5.70600%      $         13,544,000           B/B2
Class Q                 5.70600%      $          9,029,000           B-/B3
Class S                 5.70600%      $         54,175,137           NR/NR
Class X                 0.03045%(2)   $      3,611,656,137(3)       AAA/Aaa
Class V            N/A(4)                    N/A(4)                  NR/NR
Class R-I          N/A(5)                    N/A(5)                  NR/NR
Class R-II         N/A(5)                    N/A(5)                  NR/NR

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

(1)   "NR" indicates that the Class of Certificates has not been rated by the
      applicable Rating Agency.

(2)   The Pass-Through Rate for the Class X Certificates will be a variable rate
      per annum as set forth herein.

(3)   The Class X Certificates will not have a Class Principal Balance and will
      not entitle its Holders to receive distributions of principal. The Class X
      Certificates will have a Notional Amount as set forth herein.

(4)   The Class V Certificates do not have a Class Principal Balance or Notional
      Amount, do not bear interest and will only be entitled to receive Post-ARD
      Additional Interest with respect to the ARD Loan as set forth herein.

(5)   The Class R-I Certificates and Class R-II Certificates do not have a Class
      Principal Balance or Notional Amount, do not bear interest and will not be
      entitled to distributions of Net Prepayment Consideration. Any Available
      Distribution Amount remaining in the Lower-Tier Distribution Account after
      distributing the Lower-Tier Distribution Amount and Net Prepayment
      Consideration shall be distributed to the Holders of the Class R-I
      Certificates (but only to the extent of the Available Distribution Amount
      for such Distribution Date, if any, remaining in the Lower-Tier
      Distribution Account). 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-II Certificates.

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of 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 R-I 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 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-II 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 Interest 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 following table sets forth the Class designation, the
corresponding Uncertificated Lower-Tier Interest (the "Corresponding
Uncertificated Lower-Tier Interest") and the Original Class Principal Balance
for each Class of Principal Balance Certificates (the "Corresponding
Certificates").

                                    Corresponding
                                    Uncertificated
Corresponding    Original Class       Lower-Tier     Original Lower-Tier
Certificates    Principal Balance    Interests(1)     Principal Amount
-------------   -----------------   --------------   -------------------
Class A-1       $     100,000,000        LA-1        $       100,000,000
Class A-2       $     260,782,000        LA-2        $       260,782,000
Class A-3       $     101,915,000        LA-3        $       101,915,000
Class A-AB      $     125,000,000       LA-AB        $       125,000,000
Class A-4       $   1,845,339,000        LA-4        $     1,845,339,000
Class A-1-A     $      95,123,000       LA-1-A       $        95,123,000
Class A-M       $     361,165,000        LA-M        $       361,165,000
Class A-J       $     261,845,000        LA-J        $       261,845,000
Class B         $      27,088,000         LB         $        27,088,000
Class C         $      54,175,000         LC         $        54,175,000
Class D         $      27,087,000         LD         $        27,087,000
Class E         $      22,573,000         LE         $        22,573,000
Class F         $      45,146,000         LF         $        45,146,000
Class G         $      31,602,000         LG         $        31,602,000
Class H         $      45,145,000         LH         $        45,145,000
Class J         $      40,632,000         LJ         $        40,632,000
Class K         $      36,116,000         LK         $        36,116,000
Class L         $      13,544,000         LL         $        13,544,000
Class M         $      18,058,000         LM         $        18,058,000
Class N         $      18,058,000         LN         $        18,058,000
Class O         $       4,515,000         LO         $         4,515,000
Class P         $      13,544,000         LP         $        13,544,000
Class Q         $       9,029,000         LQ         $         9,029,000
Class S         $      54,175,137         LS         $        54,175,137

------------
(1)   The Uncertificated Lower-Tier Interest that corresponds to any particular
      Class of Principal Balance Certificates also correspond to each other and,
      accordingly, constitute the "Corresponding Uncertificated Lower-Tier
      Interest" with respect to each other.

            The initial aggregate principal balance of the Uncertificated
Lower-Tier Interests will be $3,611,656,137.

            The portion of the Trust Fund consisting of the Post-ARD Additional
Interest shall be treated as a grantor trust for federal income tax purposes. As
provided herein, the Trustee shall take all actions necessary to ensure that the
portion of the Trust Fund consisting of the Grantor Trust Assets maintains its
status as a "grantor trust" under federal income tax law and not be treated as
part of the Lower Tier REMIC or the Upper Tier REMIC. The Class V Certificates
represent undivided beneficial interests in the portion of the Grantor Trust
representing the Post-ARD Additional Interest as described herein.

            There are nine Mortgage Loans included in the Trust Fund (as
identified in the table below) that are each part of a split loan structure, and
are each secured by the same Mortgage that also secures another mortgage loan or
loans in that split loan structure.

            Each split loan structure, including all of the related notes that
are secured by the same Mortgage, is referred to herein as a "Loan Group." Each
Loan Group consists of (1) one or more "Loan Group Trust Mortgage Loans," which
is the portion of the Loan Group that is included as an asset of the Trust Fund
and (2) one or more "Companion Loans," which is the portion of the Loan Group
that is not included as an asset of the Trust Fund. Each Companion Loan may be
classified as either (1) a "Pari Passu Companion Loan," which is a Companion
Loan that is pari passu in right of payment with the related Loan Group Trust
Mortgage Loan in the same Loan Group (or in the case of the Investcorp Retail
Portfolio Companion Loan, pari passu in right of payment to the Investcorp
Retail Portfolio Trust Loan Senior Component) or (2) a "Subordinate Companion
Loan," which is a Companion Loan that is subordinate in right of payment to the
related Loan Group Trust Mortgage Loan in the same Loan Group. A Loan Group may
contain both Pari Passu Companion Loans and Subordinate Companion Loans. The
term "Mortgage Loan" as used in this Agreement will include the Loan Group Trust
Mortgage Loans.

            The following table identifies the Loan Groups and their related
Loan Group Trust Mortgage Loans and Companion Loans:

<TABLE>
<CAPTION>
                                                          Trust
                                                         Mortgage
                                                       Loan as a %      Aggregate                                      Controlling
                                                        of Initial      Non-Trust         Non-Trust      Non-Trust      Pooling &
                                      Trust Mortgage     Mortgage        Mortgage           B Note       Pari Passu     Servicing
Mortgage Loan                          Loan Balance    Pool Balance    Loan Balance        Balance      Loan Balance   Agreement(1)
-----------------------------------   --------------   ------------    ------------      ------------   ------------   ------------
<S>                                   <C>              <C>             <C>               <C>            <C>            <C>
Investcorp Retail Portfolio           $  248,400,000            6.9%   $ 63,800,000          N/A        $ 63,800,000     2006-GG7
One New York Plaza                    $  200,000,000            5.5%   $200,000,000          N/A        $200,000,000      LB-UBS
                                                                                                                         2006-C4
JPMorgan International Plaza I & II   $  194,060,178            5.4%   $ 30,750,000      $ 30,750,000       N/A          2006-GG7
Montehiedra Town Center               $  120,000,000            3.3%      $ 0(4)             N/A        $          0(4)  2006-GG7
JQH Hotel Portfolio B2                $   76,000,000            2.1%   $165,000,000(4)       N/A        $165,000,000(5)  2005-GG5
Nemours Building                      $   58,600,000            1.6%   $  5,000,000      $  5,000,000       N/A          2006-GG7
Towns of Riverside                    $   27,900,000            0.8%   $  5,900,000      $  5,900,000       N/A          2006-GG7
Lackland Self Storage                 $   10,600,000            0.3%   $  1,185,000      $  1,185,000       N/A          2006-GG7
Centra Point Portfolio                $    9,372,677            0.3%   $ 28,245,074          N/A        $ 28,245,074     2005-GG5

<CAPTION>

                                        Initial       Initial
                                        Master        Special
Mortgage Loan                         Servicer(2)   Servicer(3)
-----------------------------------   -----------   -----------
<S>                                   <C>           <C>
Investcorp Retail Portfolio             Midland         LNR
One New York Plaza                     Wachovia         LNR

JPMorgan International Plaza I & II     Midland         LNR
Montehiedra Town Center                 Midland         LNR
JQH Hotel Portfolio B2                 Wachovia         LNR
Nemours Building                        Midland
Towns of Riverside                      Midland         LNR
Lackland Self Storage                   Midland         LNR
Centra Point Portfolio                 Wachovia         LNR
</TABLE>

---------------
(1)   2006-GG7 refers to the pooling and servicing agreement for this
      transaction. 2005-GG5 refers to the pooling and servicing agreement
      entered into in connection with Greenwich Capital Commercial Funding
      Corp., as depositor, Commercial Mortgage Pass-Through Certificates, Series
      2005-GG5. LB-UBS 2006-C4 refers to the pooling and servicing agreement
      entered into in connection with Structured Asset Securities Corporation
      II, as depositor, LB-UBS Commercial Mortgage Trust 2006-C4 Commercial
      Mortgage Pass-Through Certificates, Series 2006-C4.

(2)   Wachovia refers to Wachovia Bank, National Association. Midland refers to
      Midland Loan Services, Inc.

(3)   LNR refers to LNR Partners, Inc.

(4)   The mortgage loan permits a future pari passu companion loan.

(5)   Comprised of two non-trust pari passu mortgage loans with loan balances of
      $110,000,000 and $55,000,000.

            Investcorp Retail Portfolio . The Loan Group secured by a Mortgage
on the property known as Investcorp Retail Portfolio (the "Investcorp Retail
Portfolio Loan Group"), consists of two Loans:

            (a) one Loan Group Trust Mortgage Loan comprised of a senior
      component in the outstanding principal amount of $125,400,000 as of the
      date hereof (the "Investcorp Retail Portfolio Trust Loan Senior
      Component") and a subordinate component in the outstanding principal
      amount of $123,000,000 as of the date hereof (the "Investcorp Retail
      Portfolio Trust Loan Junior Component," and together with the Investcorp
      Retail Portfolio Trust Loan Senior Component, the "Investcorp Retail
      Portfolio Trust Loan"); and

            (b) one Pari Passu Companion Loan in the outstanding principal
      amount of $63,800,000 as of the date hereof (the "Investcorp Retail
      Portfolio Pari Passu Companion Loan").

            One New York Plaza. The Loan Group secured by a Mortgage on the
property known as One New York Plaza (the "One New York Plaza Loan Group"),
consists of two Loans:

            (a) one Loan Group Trust Mortgage Loan in the outstanding principal
      amount of $200,000,000 as of the date hereof (the "One New York Plaza
      Trust Loan"); and

            (b) one Pari Passu Companion Loan in the outstanding principal
      amount of $200,000,000 as of the date hereof (the "One New York Plaza Pari
      Passu Companion Loan").

            JP Morgan International Plaza I & II. The Loan Group secured by a
Mortgage on the property known as JP Morgan International Plaza I & II (the "JP
Morgan International Plaza I & II Loan Group"), consists of two Loans:

            (a) one Loan Group Trust Mortgage Loan in the outstanding principal
      amount of $194,060,178 as of the date hereof (the "JP Morgan International
      Plaza I & II Trust Loan"); and

            (b) one Subordinate Companion Loan in the outstanding principal
      amount of $30,750,000 as of the date hereof (the "JP Morgan International
      Plaza I & II Subordinate Companion Loan").

            Montehiedra Town Center. The Loan Group secured by a Mortgage on the
property known as Montehiedra Town Center (the "Montehiedra Town Center Loan
Group"), consists of two Loans:

            (a) one Loan Group Trust Mortgage Loan in the outstanding principal
      amount of $120,000,000 as of the date hereof (the "Montehiedra Town Center
      Trust Loan"); and

            (b) one future Pari Passu Companion Loan in the aggregate
      outstanding principal amount of $0 as of the date hereof (the "Montehiedra
      Town Center Pari Passu Companion Loan").

            JQH Hotel Portfolio B2. The Loan Group secured by a Mortgage on the
property known as JQH Hotel Portfolio B2 (the "JQH Hotel Portfolio B2 Loan
Group"), consists of three Loans:

            (a) one Loan Group Trust Mortgage Loan in the outstanding principal
      amount of $76,000,000 as of the date hereof (the "JQH Hotel Portfolio B2
      Trust Loan"); and

            (b) two Pari Passu Companion Loans in the aggregate outstanding
      principal amount of $165,000,000 as of the date hereof (the "JQH Hotel
      Portfolio B2 Pari Passu Companion Loans").

            Nemours Building. The Loan Group secured by a Mortgage on the
property known as Nemours Building (the "Nemours Building Loan Group"), consists
of two Loans:

            (a) one Loan Group Trust Mortgage Loan in the outstanding principal
      amount of $58,600,000 as of the date hereof (the "Nemours Building Trust
      Loan"); and

            (b) one Subordinate Companion Loan in the outstanding principal
      amount of $5,000,000 as of the date hereof (the "Nemours Building
      Subordinate Companion Loan").

            Towns of Riverside. The Loan Group secured by a Mortgage on the
property known as Towns of Riverside (the "Towns of Riverside Loan Group"),
consists of two Loans:

            (a) one Loan Group Trust Mortgage Loan in the outstanding principal
      amount of $27,900,000 as of the date hereof (the "Towns of Riverside Trust
      Loan"); and

            (b) one Subordinate Companion Loan in the outstanding principal
      amount of $5,900,000 as of the date hereof (the "Towns of Riverside
      Subordinate Companion Loan").

            Lackland Self Storage. The Loan Group secured by a Mortgage on the
property known as Lackland Self Storage (the "Lackland Self Storage Loan
Group"), consists of two Loans:

            (a) one Loan Group Trust Mortgage Loan in the outstanding principal
      amount of $10,600,000 as of the date hereof (the "Lackland Self Storage
      Trust Loan"); and

            (b) one Subordinate Companion Loan in the outstanding principal
      amount of $1,185,000 as of the date hereof (the "Lackland Self Storage
      Subordinate Companion Loan").

            Centra Point Portfolio. The Loan Group secured by a Mortgage on the
property known as Centra Point Portfolio (the "Centra Point Portfolio Loan
Group"), consists of two Loans:

            (a) one Loan Group Trust Mortgage Loan in the outstanding principal
      amount of $9,372,677 as of the date hereof (the "Centra Point Portfolio
      Trust Loan"); and

            (b) one Pari Passu Companion Loan in the outstanding principal
      amount of $28,245,074 as of the date hereof (the "Centra Point Portfolio
      Pari Passu Companion Loan").

            The relative rights of each holder of a Loan Group Trust Mortgage
Loan and the related Companion Loans are set forth in a co-lender or other
similar agreement (each a "Co-Lender Agreement") among the holders of each of
the Loans in the Loan Group. Pursuant to each Co-Lender Agreement, the Loan
Groups are to be serviced and administered in accordance with this Agreement,
other than the One New York Plaza Loan Group, the JQH Hotel Portfolio B2 Loan
Group and the Centra Point Portfolio Loan Group (the "Non-Serviced Loan
Groups"), by the Master Servicer and the Special Servicer hereunder.

            The One New York Plaza Loan Group, including the One New York Plaza
Trust Loan, will be serviced and administered in accordance with the pooling and
servicing agreement (the "LB-UBS 2006-C4 PSA") dated June 1, 2006, by and among
Structured Asset Securities Corporation II, as depositor (the "LB-UBS 2006-C4
Depositor"), Wachovia Bank, National Association, as master servicer (the
"LB-UBS 2006-C4 Master Servicer"), LNR Partners, Inc., as special servicer (the
"LB-UBS 2006-C4 Special Servicer") and LaSalle Bank National Association, as
trustee (the "LB-UBS 2006-C4 Trustee"), pursuant to which LB-UBS Commercial
Mortgage Trust 2006-C4 Commercial Mortgage Pass-Through Certificates, Series
2006-C4 were issued.

            The JQH Hotel Portfolio B2 Loan Group, including the JQH Hotel
Portfolio B2 Trust Loan, and the Centra Point Portfolio Loan Group, including
the Centra Point Portfolio Trust Loan, will be serviced and administered in
accordance with the pooling and servicing agreement (the "2005-GG5 PSA") dated
November 3, 2005, by and among Greenwich Capital Commercial Funding Corp., as
depositor (the "2005-GG5 Depositor"), Wachovia Bank, National Association, as
master servicer (the "2005-GG5 Master Servicer"), LNR Partners, Inc., as special
servicer (the "2005-GG5 Special Servicer"), LaSalle Bank National Association,
as trustee (the "2005-GG5 Trustee") and ABN AMRO Bank N.V., as fiscal agent (the
"2005-GG5 Fiscal Agent"), pursuant to which Commercial Mortgage Trust 2005-GG5,
Commercial Mortgage Pass Through Certificates, Series 2005-GG5 were issued.

            Capitalized terms used but not otherwise defined in this Preliminary
Statement have the respective meanings assigned thereto in Section 1.01 of this
Agreement.

            In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the Trustee hereby
agree, in each case, as follows:

                                   ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

            Section 1.01 Defined Terms.

            Whenever used in this Agreement, including in the Preliminary
Statement, unless the context otherwise requires:

            "2005-GG5 Depositor" shall have the meaning assigned thereto in the
Preliminary Statement.

            "2005-GG5 Fiscal Agent" shall have the meaning assigned thereto in
the Preliminary Statement.

            "2005-GG5 Master Servicer" shall have the meaning assigned thereto
in the Preliminary Statement.

            "2005-GG5 PSA" shall have the meaning assigned thereto in the
Preliminary Statement.

            "2005-GG5 Special Servicer" shall have the meaning assigned thereto
in the Preliminary Statement.

            "2005-GG5 Trustee" shall have the meaning assigned thereto in the
Preliminary Statement.

            "88 Third Avenue Loan" means the Mortgage Loan secured by the
property known as 88 Third Avenue.

            "Acceptable Insurance Default" shall mean, with respect to any
Serviced Loan, any default under the related Loan documents resulting from (a)
the exclusion of acts of terrorism from coverage under the related all risk
casualty insurance policy maintained on the subject Mortgaged Property and (b)
the related Mortgagor's failure to obtain insurance that specifically covers
acts of terrorism, but only if the Special Servicer has determined, in
accordance with the Servicing Standard, that either (i) such insurance is not
available at commercially reasonable rates and the subject hazards are not
commonly insured against by prudent owners of similar real properties in similar
locales (but only by reference to such insurance that has been obtained by such
owners at current market rates), or (ii) such insurance is not available at any
rate. Subject to the Servicing Standard, in making any of the determinations
required in subclause (i) or (ii) of this definition, the Special Servicer shall
be entitled to rely on the opinion of an insurance consultant.

            "Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest Certificates, the
amount of which interest shall equal: (a) in the case of any Class of Principal
Balance Certificates for any Interest Accrual Period, one-twelfth of the product
of (i) the Pass-Through Rate applicable to such Class of Certificates for such
Interest Accrual Period, multiplied by (ii) the Class Principal Balance of such
Class of Certificates outstanding immediately prior to the related Distribution
Date; and (b) in the case of the Class X Certificates for any Interest Accrual
Period, one-twelfth of the product of (i) the Class X Pass-Through Rate
applicable to such Class of Certificates for such Interest Accrual Period,
multiplied by (ii) the Class X Notional Amount immediately prior to the related
Distribution Date.

            "Acquisition Date" shall mean, with respect to any REO Property, the
first day on which such REO Property is considered to be acquired by the Trust
Fund within the meaning of Treasury Regulations Section 1.856-6(b)(1), which
shall be the first day on which the Trust Fund is treated as the owner of such
REO Property for federal income tax purposes.

            "Actual/360 Basis" shall mean the accrual of interest calculated on
the basis of the actual number of days elapsed during any interest accrual
period in a year assumed to consist of 360 days.

            "Additional Disclosure Notification" shall mean the form of
notification to be included with any Additional Form 10-D Disclosure, Additional
Form 10-K Disclosure or Form 8-K Disclosure Information which is attached hereto
as Exhibit S.

            "Additional Form 10-D Disclosure" has the meaning set forth in
Section 11.04.

            "Additional Form 10-K Disclosure" has the meaning set forth in
Section 11.05.

            "Additional Information" shall have the meaning assigned thereto in
Section 4.02(a).

            "Additional Interest Rate" shall mean, with respect to the ARD Loan
after its Anticipated Repayment Date, the incremental increase in the Mortgage
Rate for such Mortgage Loan resulting from the passage of such Anticipated
Repayment Date.

            "Additional Principal Distribution Amount" shall mean, with respect
to any Distribution Date, the aggregate of the Recovered Amounts included in,
and added to the Principal Distribution Amount for such Distribution Date for
purposes of calculating, the Adjusted Principal Distribution Amount for such
Distribution Date, pursuant to Section 1.03(c).

            "Additional Servicer" shall mean, each Affiliate of the Master
Servicer that Services any of the Mortgage Loans and each Person who is not an
Affiliate of the Master Servicer, other than the Special Servicer or the
Trustee, who Services 10% or more of the Mortgage Loans by unpaid balance
calculated in accordance with the provisions of Regulation AB.

            "Additional Trust Fund Expense" shall mean any expense incurred with
respect to the Trust Fund (excluding any Unliquidated Advance) and not otherwise
included in the calculation of a Realized Loss that would result in the Holders
of Regular Interest Certificates receiving less than the full amount of
principal and/or Distributable Certificate Interest to which they are entitled
on any Distribution Date. Amounts paid as Additional Trust Fund Expenses shall
be paid out of funds on deposit in the Custodial Account or the Distribution
Account.

            "Adjusted Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to the Principal Distribution Amount for such
Distribution Date, plus all amounts added to such Principal Distribution Amount
pursuant to Section 1.03(c) for such Distribution Date, minus all amounts
subtracted from such Principal Distribution Amount pursuant to Section 1.03(b)
for such Distribution Date.

            "Administrative Cost Rate" shall mean, with respect to each Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto), the rate per
annum specified as the "Administrative Cost Rate" on the Mortgage Loan Schedule,
which, (x) for each such Mortgage Loan (or successor REO Mortgage Loan) (other
than the 88 Third Avenue Loan) is equal to the sum of the related Master
Servicing Fee Rate, the Trustee Fee Rate and, in the case of a Non-Serviced
Trust Loan, the "servicing fee rate" payable to the applicable Lead Master
Servicer under the applicable Lead PSA and (y) for the Mortgage Loan secured by
the 88 Third Avenue property, is equal to the Trustee Fee Rate.

            "Advance" shall mean any P&I Advance or Servicing Advance.

            "Adverse Grantor Trust Event" shall have the meaning assigned
thereto in Section 10.02(e).

            "Adverse Rating Event" shall mean, (i) when used with respect to any
Class of Certificates, as of any date of determination, the qualification,
downgrade or withdrawal of any rating then assigned to such Class of
Certificates by any Rating Agency and (ii) when used with respect to any
Companion Loan Securities, as of any date of determination the qualification,
downgrade or withdrawal of any rating then assigned by any Rating Agency to such
Companion Loan Securities (but only if such Companion Loan Securities were
issued in connection with the inclusion of a Serviced Pari Passu Companion Loan
into a trust as part of a securitization).

            "Adverse REMIC Event" shall have the meaning assigned thereto in
Section 10.01(i).

            "Affiliate" shall mean, 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.

            "Agreement" shall mean this Pooling and Servicing Agreement,
together with all amendments hereof and supplements hereto.

            "Anticipated Repayment Date" shall mean, with respect to the ARD
Loan, the date specified in the related Mortgage Note after which the Mortgage
Rate for the ARD Loan will increase as specified in the related Mortgage Note.

            "Appraisal" shall mean an appraisal or update thereof prepared by an
Independent Appraiser.

            "Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount (calculated initially as of the Determination
Date immediately following the later of the date on which the subject Mortgage
Loan or Loan Group became a Required Appraisal Loan and the date on which the
applicable Required Appraisal was obtained) equal to the excess, if any, of: (a)
the sum of, without duplication, (i) the Stated Principal Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer or the Trustee, all unpaid interest on such
Required Appraisal Loan through the most recent Due Date prior to the date of
calculation (exclusive of any portion thereof that represents Default Interest),
(iii) all accrued and unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees in respect of such Required Appraisal Loan, (iv) all related
unreimbursed Advances (which shall include, without duplication, (1) any
Advances as to which the advancing party was reimbursed from a source other than
the related Mortgagor and (2) any Unliquidated Advances) made by or on behalf of
(plus all accrued interest on such Advances payable to) the Master Servicer, the
Special Servicer and/or Trustee with respect to such Required Appraisal Loan,
(v) any other unpaid Additional Trust Fund Expenses in respect of such Required
Appraisal Loan, and (vi) all currently due and unpaid real estate taxes and
assessments, insurance premiums and, if applicable, ground rents, and any
unfunded improvement or other applicable reserves, in respect of the related
Mortgaged Property or REO Property, as the case may be (in each case, net of any
amounts escrowed with the Master Servicer or the Special Servicer for such
items); over (b) the Required Appraisal Value. Notwithstanding the foregoing, if
(i) any Mortgage Loan or Loan Group becomes a Required Appraisal Loan, (ii)
either (A) no Required Appraisal or update thereof has been obtained or
conducted, as applicable, in accordance with Section 3.09(a), with respect to
the related Mortgaged Property during the 12-month period prior to the date such
Mortgage Loan or Loan Group became a Required Appraisal Loan or (B) there shall
have occurred since the date of the most recent Required Appraisal or update
thereof a material change in the circumstances surrounding the related Mortgaged
Property that would, in the Special Servicer's reasonable judgment, materially
affect the value of the related Mortgaged Property, and (iii) no new Required
Appraisal is obtained or conducted, as applicable, in accordance with Section
3.09(a), within 60 days after such Mortgage Loan or Loan Group became a Required
Appraisal Loan, then (x) until such new Required Appraisal is obtained or
conducted, as applicable, in accordance with Section 3.09(a), the Appraisal
Reduction Amount shall equal 25% of the Stated Principal Balance of such
Required Appraisal Loan, and (y) upon receipt or performance, as applicable, in
accordance with Section 3.09(a), of such Required Appraisal or update thereof by
the Special Servicer, the Appraisal Reduction Amount for such Required Appraisal
Loan shall be recalculated in accordance with the preceding sentence of this
definition. For purposes of this definition, each Required Appraisal Loan that
is part of a Cross-Collateralized Group shall be treated separately for the
purposes of calculating any Appraisal Reduction Amount.

            Notwithstanding the foregoing, Appraisal Reduction Amount shall
mean, with respect to a Non-Serviced Trust Loan, the amount calculated by the
applicable Lead Special Servicer or Lead Master Servicer, as applicable, in
accordance with and pursuant to the terms of the related Lead PSA.

            "Appraised Value" shall mean, with respect to each Mortgaged
Property or REO Property, the appraised value thereof based upon the most recent
appraisal or update thereof prepared by an Independent Appraiser that is
contained in the related Servicing File or, in the case of any such property
with or that had, as the case may be, an allocated loan amount of, or securing a
Loan or relating to an REO Loan, as the case may be, with a Stated Principal
Balance of, less than $2,000,000, either (a) the most recent appraisal or update
thereof that is contained in the related Servicing File or (b) the most recent
"desktop" value estimate performed by the Special Servicer that is contained in
the related Servicing File or with respect to any Non-Serviced Trust Loan, the
appraisal value as calculated pursuant to the Lead PSA.

            "ARD Loan" shall mean the Mortgage Loan (or any successor REO Loan
with respect thereto) that provides that if the unamortized principal balance
thereof is not repaid on its Anticipated Repayment Date, such Mortgage Loan (or
successor REO Loan) will accrue additional interest at the rate specified in the
related Mortgage Note and the related Mortgagor is required to apply certain
excess monthly cash flow generated by the related Mortgaged Property to the
repayment of the outstanding principal balance on such Mortgage Loan.

            "Assignment of Leases" shall mean, with respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar document or
instrument executed by the Mortgagor in connection with the origination of the
related Loan.

            "Assumed Monthly Payment" shall mean: (a) with respect to any
Balloon Mortgage Loan (or Serviced Companion Loans) delinquent in respect of its
Balloon Payment, for each Due Date coinciding with or following its Stated
Maturity Date as of which such Mortgage Loan remains outstanding and part of the
Trust Fund, or, in the case of the Serviced Companion Loans, the related
Mortgage Loans remain part of the Trust Fund (provided that such Loan was not
paid in full, and no other Liquidation Event occurred in respect thereof, before
the end of the Collection Period in which the related Stated Maturity Date
occurs), the scheduled monthly payment of principal and/or interest deemed to be
due in respect of such Loan on such Due Date equal to the amount that would have
been due in respect thereof on such Due Date if such Loan had been required to
continue to accrue interest (other than Default Interest) in accordance with its
terms, and to pay principal in accordance with the amortization schedule (if
any) in effect immediately prior to, and without regard to the occurrence of,
the related Stated Maturity Date; (b) with respect to any REO Loan, for any Due
Date as of which the related REO Property remains part of the Trust Fund, or the
scheduled monthly payment of principal and/or interest deemed to be due in
respect thereof on such Due Date equal to the Monthly Payment (or, in the case
of a Balloon Loan described in clause (a) of this definition, the Assumed
Monthly Payment) that was due (or deemed due) in respect of the related Loan on
the last Due Date prior to its becoming an REO Loan.

            "ASTM" shall mean the American Society for Testing and Materials.

            "Authenticating Agent" shall mean any authenticating agent appointed
pursuant to Section 8.12 (or, in the absence of any such appointment, the
Trustee).

            "Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to: (a) the sum, without duplication, of the
following amounts (i) the aggregate amount of all payments and other collections
on or with respect to the Mortgage Loans and any REO Properties (including, with
respect to the Non-Serviced Trust Loans, payment remitted by the applicable Lead
Master Servicer) that (A) were Received as of the end of the related Collection
Period (or, in the case of the Non-Serviced Trust Loans as of 12:00 noon (New
York City time) on the Master Servicer Remittance Date) and (B) are on deposit
in the Distribution Account as of 12:00 noon (New York City time) on such
Distribution Date, (ii) the aggregate amount of any P&I Advances made by the
Master Servicer or the Trustee for distribution on the Certificates on such
Distribution Date pursuant to Section 4.03 and Section 4.03A, (iii) the
aggregate amount deposited by the Master Servicer in the Distribution Account
for such Distribution Date pursuant to Section 3.20(a) in connection with
Prepayment Interest Shortfalls, (iv) to the extent not included in clause (a)(i)
of this definition, the aggregate amount transferred from the Excess Liquidation
Proceeds Account to the Distribution Account pursuant to Section 3.05(d) in
respect of such Distribution Date and (v) to the extent not included in the
amount described in clause (a)(i) of this definition, if such Distribution Date
occurs during March 2007 or any year thereafter (or February if the Final
Distribution Date occurs in February), the aggregate of the Interest Reserve
Amounts transferred from the Interest Reserve Account to the Distribution
Account in respect of the Interest Reserve Mortgage Loans and any Interest
Reserve REO Mortgage Loans for distribution on such Distribution Date; net of
(b) the portion of the aggregate amount described in clause (a) of this
definition that represents one or more of the following: (i) Monthly Payments
that are due on a Due Date following the end of the related Collection Period,
(ii) any amounts payable or reimbursable to any Person from the Distribution
Account pursuant to clauses (ii) through (vii) of Section 3.05(b), (iii)
Prepayment Premiums and/or Yield Maintenance Charges, (iv) if such Distribution
Date occurs during January of any year that is not a leap year or during
February of any year (unless, in either case, the related Distribution Date is
the Final Distribution Date), the Interest Reserve Amounts with respect to the
Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans to
be withdrawn from the Distribution Account and deposited into the Interest
Reserve Account in respect of such Distribution Date and held for future
distribution, all pursuant to Section 3.04(c), and (v) amounts deposited in the
Distribution Account in error; provided that clauses (b)(i), (b)(iii) and
(b)(iv) of this definition shall not apply on the Final Distribution Date.

            "Balloon Loan" shall mean any 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 Stated Maturity Date and as to which,
in accordance with such terms, the payment due on its Stated Maturity Date is
significantly larger than the Monthly Payment due on the Due Date preceding its
Stated Maturity Date.

            "Balloon Mortgage Loan" shall mean any Mortgage Loan that is a
Balloon Loan.

            "Balloon Payment" shall mean, with respect to any Balloon Loan as of
any date of determination, the payment, other than any regularly scheduled
monthly payment, due with respect to such Loan at maturity.

            "Bass Pro Shops Loan" shall mean the Mortgage Loan secured by the
property known as Bass Pro Shops.

            "Bid Allocation" shall mean, with respect to the Master Servicer or
any Sub-Servicer and the proceeds of any bid pursuant to Section 7.01(c), the
amount of such proceeds (net of any expenses incurred in connection with such
bid and the transfer of servicing), multiplied by a fraction equal to (a) the
Servicer Fee Amount for the Master Servicer or such Sub-Servicer, as the case
may be, as of such date of determination, over (b) the aggregate of the Servicer
Fee Amounts for the Master Servicer and all of the Sub-Servicers as of such date
of determination.

            "Book-Entry Certificate" shall mean any Certificate registered in
the name of the Depository or its nominee.

            "Book-Entry Non-Registered Certificate" shall mean any
Non-Registered Certificate that constitutes a Book-Entry Certificate.

            "Breach" shall have the meaning assigned thereto in Section 2.03(a).

            "Broker" shall mean the entity set forth in Schedule IX with respect
to each Broker Strip Loan.

            "Broker Strip" shall mean the per annum rate set forth on Schedule
IX with respect to each Broker Strip Loan.

            "Broker Strip Fee" shall mean with respect to each Broker, as of any
date of determination, the aggregate of the products obtained by multiplying,
for each Broker Strip Loan, (i) the principal balance of such Broker Strip Loan
as of the end of the immediately preceding Collection Period and (ii) 1/12 of
the related Broker Strip for such Broker Strip Loan.

            "Broker Strip Loans" shall mean each Mortgage Loan listed on
Schedule IX hereto.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
a day on which banking institutions in New York, New York, or in any of the
cities in which the Corporate Trust Office of the Trustee, the Primary Servicing
Office of the Master Servicer, any Lead Master Servicer, the Primary Servicer or
the Special Servicer are located, are authorized or obligated by law or
executive order to remain closed.

            "Centra Point Portfolio Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Centra Point Portfolio Pari Passu Companion Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "Centra Point Portfolio Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

            "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

            "Certificate Factor" shall mean, with respect to any Class of
Regular Interest Certificates, as of any date of determination, a fraction,
expressed as a decimal carried to at least six places, the numerator of which is
the then current Class Principal Balance or Notional Amount, as the case may be,
of such Class of Regular Interest Certificates, and the denominator of which is
the Original Class Principal Balance or initial Notional Amount, as the case may
be, of such Class of Regular Interest Certificates.

            "Certificate Owner" shall mean, 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 Principal Balance" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the then
outstanding principal balance of such Certificate equal to the product of (a)
the then Certificate Factor for the Class of Principal Balance Certificates to
which such Certificate belongs, multiplied by (b) the amount specified on the
face of such Certificate as the initial Certificate Principal Balance thereof.

            "Certificate Register" shall mean the register maintained pursuant
to Section 5.02.

            "Certificate Registrar" shall mean the registrar appointed pursuant
to Section 5.02.

            "Certificateholder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register, except that: (i) neither
a Disqualified Organization nor a Disqualified Non-United States Tax Person
shall be Holder of a Residual Interest Certificate for any purpose hereof; and
(ii) solely for the purposes of giving any consent, approval or waiver pursuant
to this Agreement that relates to the rights and/or obligations of any of the
Depositor, the Master Servicer, the Special Servicer or the Trustee in its
respective capacity as such, any Certificate registered in the name of the
Depositor, the Master Servicer, the Special Servicer or the Trustee, as the case
may be, or any Certificate registered in the name of any of its Affiliates,
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 that relates to it has been obtained. The Certificate Registrar shall be
entitled to request and rely upon a certificate of the Depositor, the Master
Servicer or the Special Servicer in determining whether a Certificate is
registered in the name of an Affiliate of such Person. All references herein to
"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 "Certificateholder" only the
Person in whose name a Certificate is registered in the Certificate Register.

            "Certificateholder Reports" shall mean, collectively, the
Distribution Date Statement, the Mortgage Pool Data Update Report, the Loan
Payoff Notification Report and the CMSA Investor Reporting Package.

            "Certificates" shall mean any of the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4, Class A-1-A, Class A-M, Class A-J, Class X, 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, Class Q, Class S, Class R-I, Class R-II or
Class V Certificates, as applicable.

            "Certification Parties" shall have the meaning assigned to such term
in Section 11.06.

            "Certifying Person" shall have the meaning assigned to such term in
Section 11.06.

            "Certifying Servicer" as defined in Section 11.09.

            "Class" shall mean, collectively, all of the Certificates bearing
the same alphabetical and, if applicable, numerical class designation.

            "Class A Certificates" shall mean the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4 and Class A-1-A Certificates.

            "Class A-1 Certificate" shall mean any one of the Certificates with
a "Class A-1" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-1-A Certificate" shall mean any one of the Certificates
with a "Class A-1-A" designation on the face thereof, substantially in the form
of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-2 Certificate" shall mean any one of the Certificates with
a "Class A-2" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-3 Certificate" shall mean any one of the Certificates with
a "Class A-3" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-4 Certificate" shall mean any one of the Certificates with
a "Class A-4" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-AB Certificate" shall mean any one of the Certificates with
a "Class A-AB" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-AB Planned Principal Balance": The planned principal
balance set forth on Schedule VIII hereto relating to principal payments for the
Class A-AB Certificates.

            "Class A-J Certificate" shall mean any one of the Certificates with
a "Class A-J" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-M Certificate" shall mean any one of the Certificates with
a "Class A-M" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class B Certificate" shall mean any one of the Certificates with a
"Class B" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class C Certificate" shall mean any one of the Certificates with a
"Class C" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class D Certificate" shall mean any one of the Certificates with a
"Class D" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class E Certificate" shall mean any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class F Certificate" shall mean any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class G Certificate" shall mean any one of the Certificates with a
"Class G" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class H Certificate" shall mean any of the Certificates with a
"Class H" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class J Certificate" shall mean any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class K Certificate" shall mean any of the Certificates with a
"Class K" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class L Certificate" shall mean any of the Certificates with a
"Class L" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class LA-1 Interest" shall mean 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-1-A Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 Interest" shall mean 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 LQ Interest" shall mean 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 LS Interest" shall mean 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 M Certificate" shall mean any of the Certificates with a
"Class M" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class N Certificate" shall mean any of the Certificates with a
"Class N" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class O Certificate" shall mean any of the Certificates with a
"Class O" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class P Certificate" shall mean any of the Certificates with a
"Class P" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class Principal Balance" shall mean the aggregate principal balance
of any Class of Principal Balance Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each Class
of Principal Balance Certificates shall equal the Original Class Principal
Balance thereof. On each Distribution Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall be permanently reduced by the
amount of any distributions of principal made thereon on such Distribution Date
pursuant to Section 4.01 or 9.01, as applicable, and shall be further
permanently reduced (subject to Section 4.05) by the amount of any Realized
Losses and Additional Trust Fund Expenses deemed allocated thereto on such
Distribution Date pursuant to Section 4.04(a). On each Distribution Date, the
Class Principal Balance of each Class of Principal Balance Certificates shall be
increased by the related Class Principal Reinstatement Amount, if any, for such
Distribution Date.

            "Class Principal Reinstatement Amount" shall have the meaning
assigned thereto in Section 4.05(a).

            "Class Q Certificate" shall mean any of the Certificates with a
"Class Q" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class R-I Certificate" shall mean any one of the Certificates with
a "Class R-I" designation on the face thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing a portion of the sole class of
"residual interests" in the Lower-Tier REMIC for purposes of the REMIC
Provisions.

            "Class R-II Certificate" shall mean any one of the Certificates with
a "Class R-II" designation on the face thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing a portion of the sole class of
"residual interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.

            "Class S Certificate" shall mean any of the Certificates with a
"Class S" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class V Certificate" shall mean any of the Certificates with a
"Class V" designation on the face thereof, substantially in the form of Exhibit
A-9 attached hereto, and evidencing a pro rata undivided interest in the Grantor
Trust Assets.

            "Class V Sub-Account" shall mean a sub-account of the Distribution
Account established pursuant to Section 3.04(b), which sub-account shall
constitute an asset of the Trust Fund and the Grantor Trust, but not an asset of
either REMIC Pool.

            "Class X Certificate" shall mean any one of the Certificates with a
"Class X" designation on the face thereof, substantially in the form of Exhibit
A-2 attached hereto, and evidencing a portion of a class of "regular interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class X Interest Amount": With respect to any Distribution Date and
the related Interest Accrual Period, interest equal to the product of (i)
one-twelfth of a per annum rate equal to the Class X Pass-Through Rate for such
Distribution Date and (ii) the Class X Notional Amount for such Distribution
Date.

            "Class X Notional Amount": For any date of determination, the
aggregate of the Class Principal Balances of the Principal Balance Certificates
as of the preceding Distribution Date (after giving effect to the distributions
of principal on such Distribution Date), and in the case of the first
Distribution Date, as of the Closing Date.

            "Class X Pass-Through Rate": With respect to any Distribution Date,
the weighted average of the Class X Strip Rates for each of the Uncertificated
Lower-Tier Interests for such Distribution Date, weighted on the basis of the
respective Uncertificated Principal Balance of the Uncertificated Lower-Tier
Interests immediately prior to such Distribution Date.

            "Class X Strip Rate": With respect to any Uncertificated Lower-Tier
Interest for any Distribution Date, (i) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date over (ii) the Pass Through Rate for
the Corresponding Certificate. In no event will any Class X Strip Rate be less
than zero.

            "Clearstream" shall mean Clearstream Banking, Societe Anonyme or any
successor.

            "Closing Date" shall mean July 12, 2006.

            "CMSA" shall mean 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, 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 one of whose principal
purposes 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 Master Servicer and reasonably acceptable to the Trustee, the Special
Servicer and the Directing Holder.

            "CMSA Advance Recovery Report" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Advance Recoverability 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.

            "CMSA Bond Level File" shall mean 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.

            "CMSA Collateral Summary File" shall mean the report substantially
in the form of, and containing the information called for in, the downloadable
form of the "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.

            "CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA 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 "CMSA Comparative Financial Status Report" available as of the
Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable.

            "CMSA Delinquent Loan Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA 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.

            "CMSA Financial File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"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. The initial data for this
report shall be provided by each Mortgage Loan Seller.

            "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report" shall mean 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.

            "CMSA Investor Reporting Package" shall mean, 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; and

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

            "CMSA Loan Level Reserve/LOC Report" shall mean a 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 approved by the CMSA for commercial mortgage securities transactions
generally.

            "CMSA Loan Periodic Update File" shall mean the monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "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. The initial data for this report shall be provided by each Mortgage
Loan Seller. Each CMSA Loan Periodic Update File prepared by the Master Servicer
shall, if applicable, be accompanied by a Monthly Additional Report on
Recoveries and Reimbursements and all references herein to "CMSA Loan Periodic
Update File" shall be construed accordingly.

            "CMSA Loan Setup File" shall mean the report substantially in the
form of, and containing the information called for in, the downloadable form of
the "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.

            "CMSA NOI Adjustment Worksheet" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced Loans, and by the
Special Servicer with respect to Specially Serviced Loans and REO Loans, which
report shall be substantially in the form of, and contain 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.

            "CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA 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.

            "CMSA Property File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"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.

            "CMSA Reconciliation of Funds Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Reconciliation of Funds 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.

            "CMSA REO Status Report" shall mean 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.

            "CMSA Servicer Watch List" shall mean 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 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.

            "CMSA Special Servicer Loan File" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Special Servicer Loan 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.

            "CMSA Total Loan Report" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA Total 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.

            "CMSA Website" shall mean 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.

            "Co-Lender Agreement" shall have the meaning assigned thereto in the
Preliminary Statement.

            "Code" shall mean the Internal Revenue Code of 1986 and regulations
promulgated thereunder, including temporary regulations and proposed regulations
to the extent that, by reason of their proposed effective date, could, as of the
date of any determination or opinion as to the tax consequences of any action or
proposed action or transaction, be applied to the Certificates.

            "Collection Period" shall mean, with respect to any Distribution
Date or Master Servicer Remittance Date, the period commencing on the day
immediately following the Determination Date in the calendar month preceding the
month in which such Distribution Date or Master Servicer Remittance Date, as the
case may be, occurs (or, in the case of each of the initial Distribution Date
and the initial Master Servicer Remittance Date, commencing immediately
following the Cut-off Date) and ending on and including the Determination Date
in the calendar month in which such Distribution Date or Master Servicer
Remittance Date, as the case may be, occurs.

            "Commission" shall mean the Securities and Exchange Commission or
any successor agency.

            "Companion Loan" shall have the meaning assigned thereto in the
Preliminary Statement.

            "Companion Loan Noteholder" shall mean, with respect to any Loan
Group, the Holder of the Mortgage Note for the related Companion Loan.

            "Companion Loan Securities" means the securities issued in
connection with the inclusion of a Pari Passu Companion Loan into a trust as
part of a securitization of one or more mortgage loans.

            "Condemnation Proceeds" shall mean all cash amounts Received in
connection with the taking of all or a part of a Mortgaged Property or REO
Property by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be,
and the terms of the related Mortgage.

            "Control Appraisal Event" shall exist with respect to any Tier 1
Loan Group, any Tier 2 Loan Group or any Tier 3 Loan Group, if and for so long
as:

            (a) (1) the initial balance of the related Subordinate Companion
      Loan, minus (2) the sum of (x) any principal payments, allocated to, and
      received on, such Subordinate Companion Loan, (y) any Appraisal Reduction
      Amounts allocated to such Subordinate Companion Loan, and (without
      duplication) (z) Realized Losses allocated to such Subordinate Companion
      Loan,

            is less than

            (b) 25% of the initial balance of such Subordinate Companion Loan.

            "Controlling Class" shall mean the Class of Certificates (other than
the Residual Interest Certificates) with the latest alphabetical Class
designation that has a then-aggregate Class Principal Balance that is not less
than 25% of the Original Class Principal Balance of such Class; provided that if
no Class of Principal Balance Certificates has, as of such date of
determination, a Class Principal Balance that meets the requirements above, then
the Controlling Class shall be the then outstanding Class of Principal Balance
Certificates bearing the latest alphabetic Class designation that has a Class
Principal Balance greater than zero; and provided, further, that, for purposes
of determining the Controlling Class, the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4 and Class A-1-A Certificates shall be deemed a single Class of
Certificates. As of the Closing Date, the Controlling Class will be the Class S
Certificates. If the Controlling Class consists of Book-Entry Certificates, then
the rights of the Holders of the Controlling Class set forth in this Agreement
may be exercised directly by the relevant Certificate Owners, provided that the
identity of such Certificate Owners has been confirmed to the Trustee to its
reasonable satisfaction.

            "Controlling Class Certificateholder" shall mean any Holder of a
Certificate of the Controlling Class.

            "Controlling Class Directing Holder" shall mean the Holder or
Holders of greater than 50% of the Voting Rights assigned to the Controlling
Class; provided that no Holder of Voting Rights allocated to the Controlling
Class may exercise any rights of such Class with respect to any Loan as to which
such Holder is a Mortgagor Affiliate Holder.

            "Construction Reserve and Security Agreement" shall mean the
Construction Reserve and Security Agreement, dated as of June 20, 2006, by and
between Rancho BP, LLC and Greenwich Capital Financial Products, Inc., relating
to the Bass Pro Shops Loan.

            "Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its asset-backed
securities 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 - Greenwich Capital Commercial Funding Corp.,
Commercial Mortgage Trust Series 2006-GG7.

            "Corrected Loan" shall mean any Mortgage Loan that had been a
Specially Serviced Loan but has ceased to be such in accordance with the
definition of "Specially Serviced Loan" (other than by reason of a Liquidation
Event occurring in respect of such Loan or the related Mortgaged Property's
becoming an REO Property).

            "Corresponding Certificate" shall have the meaning assigned thereto
in the Preliminary Statement with respect to any Corresponding Uncertificated
Lower-Tier Interest.

            "Corresponding Uncertificated Lower-Tier Interest" shall have the
meaning assigned thereto in the Preliminary Statement with respect to any
Corresponding Certificate.

            "Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgaged Loans.

            "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that is cross-defaulted and cross-collateralized with any other Mortgage Loan.

            "Cross-Over Date" shall mean the Distribution Date on which (i) the
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1-A
Certificates, or any two or more of such Classes, remain outstanding and (ii)
the aggregate of the Class Principal Balances of the 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, Class Q and Class S Certificates are
reduced to zero as a result of the allocation of Realized Losses and Additional
Trust Fund Expenses pursuant to Section 4.04(a).

            "Custodial Account" shall mean either of the Pool Custodial Account
or any Loan Group Custodial Account.

            "Custodian" shall mean 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, the Mortgage Loan Sellers or an
Affiliate of the Depositor or the Mortgage Loan Sellers. If no such custodian
has been appointed, or if such custodian has been so appointed but the Trustee
shall have terminated such appointment, then the Trustee shall be the Custodian.

            "Cut-off Date" shall mean (i) with respect to each Mortgage Loan
that pays on a Due Date in July 2006, its Due Date in July 2006 and (ii) with
respect to any other Mortgage Loan, July 6, 2006.

            "Cut-off Date Balance" shall mean, with respect to any Loan, the
outstanding principal balance of such Loan as of the Cut-off Date, net of all
unpaid payments of principal due in respect thereof on or before such date.

            "Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, to the Trust in
respect of any Loan or any successor REO Loan with respect thereto.

            "Default Interest" shall mean, with respect to any Serviced Loan or
any successor REO Loan with respect thereto, any amounts Received thereon (other
than late payment charges, Prepayment Premiums or Yield Maintenance Charges)
that represent penalty interest (arising out of a default) in excess of: (i)
interest accrued on the principal balance of such Loan (or successor REO Loan),
at the related Mortgage Rate (net of any applicable Additional Interest Rate);
and (ii) in the case of the ARD Loan after the related Anticipated Repayment
Date, any Post-ARD Additional Interest.

            "Defaulting Party" shall have the meaning assigned thereto in
Section 7.01(b).

            "Defeasance Certificate" shall have the meaning assigned thereto in
Section 3.21(k).

            "Defeasance Collateral" shall mean, with respect to any Defeasance
Loan, the Government Securities required or permitted to be pledged in lieu of
prepayment pursuant to the terms thereof in order to obtain a release of the
related Mortgaged Property.

            "Defeasance Deposit Account" shall have the meaning assigned thereto
in Section 3.04(a).

            "Defeasance Loan" shall mean any Loan that permits the related
Mortgagor to pledge Defeasance Collateral to the holder of such loan in lieu of
prepayment.

            "Definitive Certificate" shall have the meaning assigned thereto in
Section 5.03(a).

            "Definitive Non-Registered Certificate" shall mean any
Non-Registered Certificate that has been issued as a Definitive Certificate.

            "Depositor" shall mean Greenwich Capital Commercial Funding Corp,
and any successor in interest.

            "Depository" shall mean The Depository Trust Company or any
successor Depository hereafter named as contemplated by Section 5.03(c). 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" shall mean 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.

            "Determination Date" shall mean the sixth calendar day of each month
(or, if such sixth day is not a Business Day, the Business Day immediately
following such sixth day), commencing in August 2006.

            "Directing Holder" shall mean with respect to any Serviced Loan
Group, the person or persons selected by the related Loan Group Directing
Holder, and with respect to any other Mortgage Loan, the person selected by the
Controlling Class Directing Holder; provided, however, that (i) absent such
selection, or (ii) until a Directing Holder is so selected or (iii) upon receipt
of a notice from the Controlling Class Directing Holder or Loan Group Directing
Holder, as applicable, that a Directing Holder is no longer designated, the
Directing Holder will be the Loan Group Directing Holder or the Controlling
Class Directing Holder, as applicable; provided, further, that, in the case of a
Directing Holder selected by the Controlling Class Directing Holder, in order
for the Trustee to certify the status of such Directing Holder, the Directing
Holder must provide notice and certification to the Trustee as to its status as
Directing Holder (including the address and telecopy number of such Directing
Holder), and the Trustee shall provide written notice to the Controlling Class
Certificateholders, the Special Servicer and the Master Servicer as to the
designation of such Directing Holder (including the address and telecopy number
of such Directing Holder). No Mortgagor Affiliate Holder may be a Directing
Holder. The Trustee acknowledges and agrees that with respect to each Loan Group
the Person set forth on Schedule V shall be designated as the initial Directing
Holder with respect to the related Loan Group, and that no further notice of
such selection is required. In the event that a Controlling Class Directing
Holder or Loan Group Directing Holder appoints a third party (including any
affiliate) to act as Directing Holder, none of the parties to this Agreement
shall be obligated to recognize such appointment unless such Controlling Class
Directing Holder or Loan Group Directing Holder shall have delivered to each
party to this Agreement a certification regarding such appointment. Any Loan
Group Directing Holder that is a Directing Holder may, in its capacity as
Directing Holder, only control, direct, prohibit or be consulted with respect to
the enforcement of the related Mortgage or the servicing and administration of
the related Loan Group to the extent set forth in this Agreement. The Directing
Holder shall be required to keep all non-public information received by it in
such capacity pursuant to this Agreement confidential and, upon its designation
as such, shall deliver to the Trustee a confirmation to such effect. Other than
as set forth on Schedule V, the initial Directing Holder shall be Redwood Trust,
Inc.

            "Directly Operate" shall mean, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale or lease, the performance of any construction work thereon or any use of
such REO Property in a trade or business conducted by the Lower-Tier REMIC,
other than through an Independent Contractor; provided, however, that the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of the Trustee)
shall not be considered to Directly Operate an REO Property solely because the
Trustee (or the Special Servicer or any Sub-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.

            "Discount Rate" shall mean, with respect to any prepaid Mortgage
Loan or REO Mortgage Loan, for purposes of allocating any Prepayment Premium or
Yield Maintenance Charge Received with respect thereto among the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-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, a rate equal to the yield (when compounded monthly) on the U.S.
Treasury issue (primary issue) with a maturity date closest to the maturity date
or, in the case of the ARD Loan, the Anticipated Repayment Date for such prepaid
Mortgage Loan or REO Mortgage Loan, as published in Federal Reserve Statistical
Release H.15 (519) published by the Federal Reserve Board; provided that if
there are two such U.S. Treasury issues (a) with the same coupon, the issue with
the lower yield shall apply, and (b) with maturity dates equally close to the
maturity date or, in the case of the ARD Loan, the Anticipated Repayment Date
for such prepaid Mortgage Loan or REO Mortgage Loan, the issue with the earliest
maturity date shall apply.

            "Disqualified Non-United States Tax Person" shall mean, with respect
to any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury Regulations Section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury Regulations Section
1.860E-1(c)(4)(ii), as a Holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Interest Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Residual Interest Certificate will not be disregarded for
United States federal income tax purposes.

            "Disqualified Organization" shall mean any of the following: (i) the
United States, any State or any political subdivision thereof, any foreign
government, international organization, or any agency or instrumentality of any
of the foregoing; (ii) any organization (except certain farmers' cooperatives
described in Section 521 of the Code) that is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business income); (iii) rural electric and
telephone cooperatives described in Section 1381 of the Code; or (iv) any other
Person so designated by the Trustee or the Tax Administrator based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Interest Certificate by such Person may cause the Trust Fund 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 Interest 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.

            "Disqualified Partnership" shall mean any domestic entity classified
as a partnership under the Code if any of its beneficial owners are Disqualified
Non-United States Tax Persons.

            "Distributable Certificate Interest" shall mean, with respect to any
Class of Regular Interest Certificates for any Distribution Date, subject to
Section 4.05(b), an amount of interest equal to the amount of Accrued
Certificate Interest in respect of such Class of Certificates for the related
Interest Accrual Period, reduced (to not less than zero) by that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution
Date allocated to such Class of Certificates as provided below. The Net
Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date
shall be allocated among the respective Classes of Regular Interest Certificates
on a pro rata basis in accordance with, the respective amounts of Accrued
Certificate Interest for each such Class of Certificates for the related
Interest Accrual Period.

            "Distribution Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b), which shall
be entitled "LaSalle Bank National Association, as Trustee, in trust for the
registered holders of Greenwich Capital Commercial Funding Corp., Commercial
Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through Certificates, Series
2006-GG7" which account shall be deemed to consist of, collectively, the
Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the
Interest Reserve Account and the Class V Sub-Account.

            "Distribution Date" shall mean the date each month, commencing in
August 2006, on which, among other things, the Trustee is to make distributions
on the Certificates, which date shall be the tenth day of the month, or if such
tenth day is not a Business Day, then the Business Day immediately following
such tenth day, provided that the Distribution Date will be at least four
Business Days following the related Determination Date.

            "Distribution Date Statement" shall have the meaning assigned
thereto in Section 4.02(a).

            "Document Defect" shall have the meaning assigned thereto in Section
2.03(a).

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

            "EDGAR" shall mean the Commission's Electronic Data Gathering,
Analysis and Retrieval system.

            "Eligible Account" shall mean any of: (i) an account maintained with
a federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated at least
"Aa3" by Moody's and at least "AA-" (or, if such depository institution or trust
company has short-term unsecured debt obligations rated at least "A-1" by S&P,
at least "A+") by S&P (or, in the case of any Rating Agency, such lower rating
as will not result in an Adverse Rating Event with respect to any Class of
Certificates or Companion Loan Securities, as evidenced in writing by such
Rating Agency) at any time such funds are on deposit therein (if such funds are
to be held for more than 30 days), or the short-term deposits of which are rated
at least "P-1" by Moody's and at least "A-1" by S&P (or, in the case of any
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to any Class of Certificates or Companion Loan Securities, as
evidenced in writing by such Rating Agency) at any time such funds are on
deposit therein (if such funds are to be held for 30 days or less); or (ii) a
segregated trust account maintained with the trust department of a federal or
state chartered depository institution or trust company acting in its fiduciary
capacity (which may be the Trustee), is subject to supervision or examination by
federal or state authority and, in the case of a state chartered depository
institution or trust company, is subject to regulations regarding fiduciary
funds on deposit therein substantially similar to 12 CFR ss. 9.10(b); (iii) any
other account, the use of which would not, in and of itself, cause an Adverse
Rating Event with respect to any Class of Certificates or Companion Loan
Securities, as evidenced in writing by each Rating Agency; or (iv) an account
maintained at PNC Bank, National Association so long as its short term unsecured
debt is rated at least "P-1" by Moody's, "A-1" by S&P and "F-1" by Fitch Ratings
and its long term unsecured debt is rated at least "A-" by S&P.

            "Environmental Assessment" shall mean a "Phase I assessment" as
described in, and meeting the criteria of, the American Society of Testing
Materials Standard Sections 1527-05 or a review conducted in accordance with the
All Appropriate Inquiries final rule issued by the United States Environmental
Protection Agency on November 1, 2005 (40 C.F.R. Part 312), or any successor to
either.

            "Environmental Insurance Policy" shall mean, with respect to any
Mortgaged Property or REO Property, any insurance policy covering pollution
conditions and/or other environmental conditions that is maintained from time to
time in respect of such Mortgaged Property or REO Property, as the case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.

            "Environmentally Insured Mortgage Loans" shall mean the Mortgage
Loans identified on Schedule III hereto.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

            "Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Mortgagor for
application toward the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and other items for which an escrow has
been created in respect of the related Mortgaged Property.

            "Euroclear" shall mean Euroclear Bank as operator of the Euroclear
System or any successor.

            "Event of Default" shall have the meaning assigned thereto in
Section 7.01(a).

            "Excess Liquidation Proceeds" shall mean the excess, if any, of (a)
the Net Liquidation Proceeds from the sale or liquidation of a Specially
Serviced Loan or REO Property, net of (i) interest on any related Advances, (ii)
any related Servicing Advances and (iii) any Liquidation Fee payable from such
Net Liquidation Proceeds, over (b) the amount needed to pay off the Mortgage
Loan or related REO Loan in full and reimburse the Trust for any prior
Additional Trust Fund Expenses related to such Loan.

            "Excess Liquidation Proceeds Account" shall mean the segregated
account created and maintained by the Trustee pursuant to Section 3.04(d) in
trust for the Certificateholders, which shall be entitled "LaSalle Bank National
Association, as Trustee, in trust for the registered Holders of Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust 2006-GG7, Commercial
Mortgage Pass-Through Certificates, Series 2006-GG7."

            "Excess Servicing Strip": shall mean the excess of the Master
Servicing Fee Rate over 0.005% (0.50 basis points) per annum, subject to
reduction by the Trustee pursuant to Section 3.11(a).

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

            "Exemption-Favored Party" shall mean any of (i) Greenwich Capital
Markets, (ii) any Person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with
Greenwich Capital Markets and (iii) any member of any underwriting syndicate or
selling group of which any Person described in clauses (i), (ii) or (iii) is a
manager or co-manager with respect to a Class of Investment Grade Certificates.

            "Fannie Mae" shall mean the Federal National Mortgage Association or
any successor.

            "FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.

            "FHLMC" shall mean the Federal Home Loan Mortgage Corporation or any
successor.

            "Final Distribution Date" shall mean the Distribution Date on which
the final distribution is to be made with respect to the Certificates in
connection with a termination of the Trust Fund pursuant to Article IX.

            "Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Loan or REO Property
that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries that the Special Servicer
has determined, in accordance with the Servicing Standard, will be ultimately
recoverable (or in the case of the Non-Serviced Loan Groups, a "Final Recovery
Determination" as defined in the applicable Lead PSA with respect to such loan);
provided that the term Final Recovery Determination shall not apply to: (i) a
Loan that was paid in full; or (ii) a Loan or REO Property, as the case may be,
that was purchased by (A) the applicable Mortgage Loan Seller pursuant to
Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement, (B) a
Purchase Option Holder or its assignee pursuant to Section 3.19, (C) the
Depositor, the Mortgage Loan Sellers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, (D) the
holder of a related mezzanine loan in connection with a Loan default, as set
forth in the related intercreditor agreement or (E) in the case of the Loan
Group Trust Mortgage Loans, the related Companion Loan Noteholder or their
designees pursuant to the related Co-Lender Agreement.

            "Form 8-K Disclosure Information" as defined in Section 11.07.

            "FV Bid" shall have the meaning assigned thereto in Section 3.19(c).

            "FV Price" shall have the meaning assigned thereto in Section
3.19(c).

            "GAAP" shall mean generally accepted accounting principles in the
United States of America.

            "Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates, either the related Rule 144A Global
Certificate or the Regulation S Global Certificate.

            "Global Opinion" shall have the meaning assigned thereto in Section
12.12.

            "Government Securities" shall mean "Government Securities" as
defined in Section 2(a)(16) of the Investment Company Act of 1940, excluding any
such securities that are not acceptable to any Rating Agency as Defeasance
Collateral.

            "Grantor Trust" shall mean that certain "grantor trust" (within the
meaning of the Grantor Trust Provisions) consisting of the Grantor Trust Assets.

            "Grantor Trust Assets" shall mean any Post-ARD Additional Interest
Received with respect to the ARD Loan after its Anticipated Repayment Date.

            "Grantor Trust Provisions" shall mean subpart E, Part I of
subchapter J of the Code, including Treasury Regulations Section
301.7701-4(c)(2).

            "Greenwich Capital Markets" shall mean Greenwich Capital Markets,
Inc. or its successor in interest.


            "Ground Lease" shall mean, with respect to any Mortgage Loan for
which the related Mortgagor has a leasehold interest in the related Mortgaged
Property, the lease agreement(s) (including any lease agreement with respect to
a master space lease) creating such leasehold interest.

            "Hazardous Materials" shall mean 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 now existing or hereafter enacted,
and specifically including asbestos and asbestos-containing materials,
polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea
formaldehyde and any substance classified as being "in inventory," "usable work
in process" or similar classification which would, if classified as unusable, be
included in the foregoing definition.

            "Holder" shall mean, with respect to a Certificate, a
Certificateholder and, with respect to any Uncertificated Lower-Tier Interest,
the Trust.

            "HUD-Approved Servicer" shall mean a servicer that is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to Sections
203 and 211 of the National Housing Act.

            "Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer, any
Controlling Class Certificateholder, and with respect to matters relating to a
particular Loan Group any Companion Loan Noteholder, and any and all Affiliates
thereof, (ii) does not have any direct financial interest in or any material
indirect financial interest in any of the Depositor, the Mortgage Loan Sellers,
the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, and with respect to matters relating to a particular Loan
Group any Companion Loan Noteholder, or any Affiliate thereof, and (iii) is not
connected with the Depositor, the Mortgage Loan Sellers, the Master Servicer,
the Special Servicer, any Controlling Class Certificateholder, and with respect
to matters relating to a particular Loan Group any Companion Loan Noteholder, 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 Depositor, the Mortgage
Loan Sellers, the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, any Companion Loan Noteholder, or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, such Controlling Class Certificateholder, such
Companion Loan Noteholder or any Affiliate thereof, as the case may be, provided
that such ownership constitutes less than 1% of the total assets owned by such
Person.

            "Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the subject Mortgaged Property is located
certifies or licenses appraisers, is certified or licensed in such state, and
(iii) has a minimum of five years experience in the subject property type and
market.

            "Independent Contractor" shall mean: (a) 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 was 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
percent 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 Master Servicer, the Special Servicer, the Trustee or the
Trust Fund, delivered to the Trustee (and, if any of the Loan Groups are
affected, to the Companion Loan Noteholder), provided that (i) such REMIC Pool
does not receive or derive any income from such Person and (ii) the relationship
between such Person and such REMIC Pool is at arm's length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any other Person
upon receipt by the Trustee (and, if any of the Loan Groups are affected, by the
related Companion Loan Noteholder) of an Opinion of Counsel, which shall be at
no expense to the Master Servicer, the Special Servicer, the Trustee or the
Trust Fund, 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 for purposes of Section 860D(a) of the
Code, or cause any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property, due to such Person's failure to be treated
as an Independent Contractor.

            "Initial Bidder" shall have the meaning assigned thereto in Section
3.19(c).

            "Initial Trust Balance" shall be as set forth in the Preliminary
Statement hereto and shall equal the aggregate Cut-off Date Balances of the
Mortgage Loans.

            "Institutional Accredited Investor" or "IAI" shall mean an
"accredited investor" as defined in any of paragraphs (1), (2), (3) and (7) of
Rule 501(a) under the Securities Act or any entity in which all of the equity
owners come within such paragraphs.

            "Insurance Policy" shall mean, with respect to any Loan, any hazard
insurance policy, flood insurance policy, title policy, Environmental Insurance
Policy or other insurance policy that is maintained from time to time in respect
of such Loan or the related Mortgaged Property.

            "Insurance Proceeds" shall mean the proceeds paid under any
Insurance Policy, to the extent such proceeds are not applied to the restoration
of the related Mortgaged Property, released to the Mortgagor, or any tenants or
ground lessors, as the case may be, pursuant to the terms of the related
Mortgage or lease, in accordance with the Servicing Standard.

            "Insured Environmental Event" shall have the meaning assigned
thereto in Section 3.07(d).

            "Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Loan, any Uncertificated Lower-Tier Interests or any
Class of Regular Interest Certificates, in each case consisting of one of the
following: (i) a 360-day year consisting of twelve 30-day months; (ii) actual
number of days elapsed in a 360-day year; (iii) actual number of days elapsed in
a 365-day year; or (iv) actual number of days elapsed in an actual calendar year
(taking account of leap year).

            "Interest Accrual Period" shall mean with respect to any Class of
Regular Interest Certificates or 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 Reserve Account" shall mean the sub-account of the
Distribution Account, which is created and maintained by the Trustee pursuant to
Section 3.04(c) in trust for Certificateholders, which shall be entitled
"LaSalle Bank National Association, as Trustee, in trust for the registered
holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
2006-GG7, Commercial Mortgage Pass-Through Certificates, Series 2006-GG7."

            "Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for any
Distribution Date that occurs in February of any year and for any Distribution
Date that occurs in January of any year that is not a leap year in either case,
unless such Distribution Date is the Final Distribution Date, an amount equal to
one day's interest accrued at the related Mortgage Rate (net of the related
Additional Interest Rate in the case of the ARD Loan or related REO Mortgage
Loan after the related Anticipated Repayment Date) on the related Stated
Principal Balance as of the Due Date in the month in which such Distribution
Date occurs (but prior to the application of any amounts due on such Due Date),
to the extent that a Monthly Payment is Received in respect thereof for such Due
Date as of the related Determination Date or a P&I Advance is made under this
Agreement in respect thereof for such Due Date by such Distribution Date.

            "Interest Reserve Mortgage Loan" shall mean any Mortgage Loan that
accrues interest on an Actual/360 Basis.

            "Interest Reserve REO Mortgage Loan" shall mean any REO Mortgage
Loan that relates to a predecessor Interest Reserve Mortgage Loan.

            "Interested Person" shall mean the Depositor, the Master Servicer,
the Special Servicer, the Trustee, any Certificateholder, or any Affiliate of
any such Person.

            "Investcorp Retail Portfolio Loan Group" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Investcorp Retail Portfolio Pari Passu Companion Loan" shall have
the meaning assigned thereto in the Preliminary Statement.

            "Investcorp Retail Portfolio Trust Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Investcorp Retail Portfolio Trust Loan Junior Component" shall have
the meaning assigned thereto in the Preliminary Statement.

            "Investcorp Retail Portfolio Trust Loan Senior Component" shall have
the meaning assigned thereto in the Preliminary Statement.

            "Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).

            "Investment Grade Certificate" shall mean, as of any date of
determination, a Certificate, other than a Residual Interest Certificate, that
is rated in one of the four highest generic rating categories by at least one
Rating Agency.

            "IRS" shall mean the Internal Revenue Service or any successor
agency.

            "JP Morgan International Plaza I & II Loan Group" shall have the
meaning assigned thereto in the Preliminary Statement.

            "JP Morgan International Plaza I & II Trust Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "JP Morgan International Plaza I & II Subordinate Companion Loan"
shall have the meaning assigned thereto in the Preliminary Statement.

            "JQH Hotel Portfolio B2 Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement.

            "JQH Hotel Portfolio B2 Pari Passu Companion Loans" shall have the
meaning assigned thereto in the Preliminary Statement.

            "JQH Hotel Portfolio B2 Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Lackland Self Storage Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Lackland Self Storage Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Lackland Self Storage Subordinate Companion Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "Late Collections" shall mean: (a) with respect to any Loan, all
amounts Received in connection therewith during any Collection Period, whether
as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise, which represent late collections of the principal and/or interest
portions of a Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in respect of such Loan due or deemed due on a Due Date in a
previous Collection Period, or on a Due Date coinciding with or preceding the
Cut-off Date, and not previously recovered; and (b) with respect to any REO
Loan, all amounts Received in connection with the related REO Property during
any Collection Period, whether as Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of the principal and/or interest portions of a Monthly Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in respect of the
predecessor Loan, or the principal and/or interest portions of an Assumed
Monthly Payment in respect of such REO Loan, due or deemed due on a Due Date in
a previous Collection Period and not previously recovered.

            "LB-UBS 2006-C4 Depositor" shall have the meaning assigned thereto
in the Preliminary Statement.

            "LB-UBS 2006-C4 Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "LB-UBS 2006-C4 PSA" shall have the meaning assigned thereto in the
Preliminary Statement.

            "LB-UBS 2006-C4 Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "LB-UBS 2006-C4 Trustee" shall have the meaning assigned thereto in
the Preliminary Statement.

            "Lead Fiscal Agent" shall mean the 2005-GG5 Fiscal Agent.

            "Lead Master Servicer" shall mean each of the 2005-GG5 Master
Servicer and the LB-UBS 2006-C4 Master Servicer.

            "Lead PSA" shall mean each of the 2005-GG5 PSA and the LB-UBS
2006-C4 PSA.

            "Lead Special Servicer" shall mean each of the 2005-GG5 Special
Servicer and the LB-UBS 2006-C4 Special Servicer.

            "Lead Trustee" shall mean each of the 2005-GG5 Trustee and the
LB-UBS 2006-C4 Trustee.

            "Liquidation Event" shall mean: (a) with respect to any Loan, any of
the following events--(i) such Loan is paid in full, (ii) a Final Recovery
Determination is made with respect to such Loan, (iii) such Loan or related Loan
Group Trust Mortgage Loan is repurchased by the applicable Mortgage Loan Seller
pursuant to Section 2.03(a) and the applicable Mortgage Loan Purchase Agreement,
(iv) such Loan is purchased by a Purchase Option Holder or its assignee pursuant
to Section 3.19, (v) such Loan is purchased by the Depositor, the Special
Servicer, a Mortgage Loan Seller, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, (vi) such Loan is purchased by the
holder of a related mezzanine loan on behalf of the related Mortgagor in
connection with a Loan default, as set forth in the related intercreditor
agreement, or (vii) in the case of any of the Loan Group Trust Mortgage Loans,
such Loan Group Trust Mortgage Loan is purchased by any related Companion Loan
Noteholder or its designee pursuant to the related Co-Lender Agreement or the
related Lead PSA; and (b) 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
Depositor, the Special Servicer, a Mortgage Loan Seller, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01.

            "Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not otherwise
covered by Servicing Advances) in connection with the liquidation of any
Specially Serviced Loan or REO Property pursuant to Sections 3.09 or 3.19
(including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

            "Liquidation Fee" shall mean the fee designated as such in, and
payable to the Special Servicer in connection with certain specified events
pursuant to Section 3.11(b).

            "Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Loan or REO Property as to which a Liquidation Fee is payable, 1.0%.

            "Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds and REO Revenues) Received in connection with: (i) the full
or partial liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted 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 Specially Serviced Loan by a Purchase Option Holder or its
assignee pursuant to Section 3.19; (iv) the repurchase of a Mortgage Loan by the
applicable Mortgage Loan Seller(s) pursuant to Section 2.03(a) and the
applicable Mortgage Loan Purchase Agreement(s); (v) the purchase of a Mortgage
Loan or REO Property by the Depositor, a Mortgage Loan Seller, the Special
Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant
to Section 9.01; (vi) the purchase of a Loan by the holder of a related
mezzanine loan on behalf of the related Mortgagor in connection with a Loan
default, as set forth in the related intercreditor agreement; or (vii) in the
case of any of the Loan Group Trust Mortgage Loans, the purchase of such
Mortgage Loan by any related Companion Loan Noteholder or its designee pursuant
to the Co-Lender Agreement or the related Lead PSA.

            "Litigation Control" has the meaning set forth in Section 3.29.

            "Loan" shall mean any Mortgage Loan or Companion Loan.

            "Loan Group" shall have the meaning assigned thereto in the
Preliminary Statement (and shall include any successor REO Loans).

            "Loan Group Custodial Account" shall mean, with respect to any
Serviced Loan Group, the segregated account or sub-accounts created and
maintained by the Master Servicer pursuant to Section 3.04A on behalf of the
Holders of such Loan Group.

            "Loan Group Directing Holder" with respect to any Loan Group, will
be as follows:

            (a) with respect to the Tier 1 Loan Groups, for so long as (i) a
      Control Appraisal Event does not exist and the holder of more than 50% of
      the principal balance of the related Subordinate Companion Loan is not a
      Mortgagor Affiliate Holder, the Loan Group Directing Holder shall be the
      holder of such Subordinate Companion Loan, or (ii) while a Control
      Appraisal Event does exist or if the holder of more than 50% of the
      principal balance of the related Subordinate Companion Loan is a Mortgagor
      Affiliate Holder, the Loan Group Directing Holder shall be the Controlling
      Class Directing Holder;

            (b) with respect to the Tier 2 Loan Groups, for so long as (i) a
      Control Appraisal Event does not exist and the holder of more than 50% of
      the principal balance of the related Subordinate Companion Loan is not a
      Mortgagor Affiliate Holder, the Loan Group Directing Holder shall be the
      holder of such Subordinate Companion Loan, or (ii) while a Control
      Appraisal Event does exist or if the holder of more than 50% of the
      principal balance of the related Subordinate Companion Loan is a Mortgagor
      Affiliate Holder, the Loan Group Directing Holder shall be the Controlling
      Class Directing Holder;

            (c) with respect to the Tier 3 Loan Groups, the Loan Group Directing
      Holder shall be the Controlling Class Directing Holder;

            (d) with respect to the Investcorp Retail Portfolio Loan Group, the
      Loan Group Directing Holder shall be the Controlling Class Directing
      Holder or as otherwise set forth in the Co-Lender Agreement;

            (e) with respect to the JQH Hotel Portfolio B2 Loan Group and the
      Centra Point Portfolio Loan Group, the Loan Group Directing Holder shall
      be the controlling class representative under the 2005-GG5 PSA or as
      otherwise set forth in the Co-Lender Agreement; and

            (f) with respect to the One New York Plaza Loan Group, the Loan
      Group Directing Holder shall be the controlling class representative under
      the LB-UBS 2006-C4 PSA or as otherwise set forth in the Co-Lender
      Agreement.

            For purposes of this definition, in calculating the holders of more
than 50% of a Subordinate Companion Loan, the unpaid principal amount of such
Subordinate Companion Loan held by a Mortgagor Affiliate Holder shall be deemed
to be zero, except with respect to determining whether holders of more 50% of
such Subordinate Companion Loan are not Mortgagor Affiliate Holders. For the
Montehiedra Town Center Loan Group, the Directing Holder shall be as set forth
in the related Co-Lender Agreement.

            "Loan Group Mortgaged Property" shall mean any of the properties
securing a Loan Group.

            "Loan Group Noteholders" shall mean, with respect to each Loan
Group, the Trustee, as holder of the Mortgage Note or Mortgage Notes for the
related Loan Group Trust Mortgage Loan and the related Companion Loan
Noteholder.

            "Loan Group Remittance Amount" shall mean, with respect to any
Master Servicer Remittance Date and each Serviced Loan Group, an amount equal
to: (a) the aggregate amount of (i) all payments and other collections on or
with respect to the applicable Loan Group and the related Mortgaged Property (if
it becomes an REO Property) that (A) were received as of the close of business
on the immediately preceding Determination Date and (B) are on deposit or are
required to be on deposit in the related Loan Group Custodial Account as of
12:00 noon (New York City time) on such Master Servicer Remittance Date,
including any such payments and other collections transferred to the related
Loan Group Custodial Account from the related Loan Group REO Account (if
established), and (ii) any and all P&I Advances made with respect to the Loan
Group Trust Mortgage Loan(s); net of (b) the portion of the aggregate amount
described in clause (a) of this definition that represents one or more of the
following--(i) Monthly Payments that are due on a Due Date following the end of
the related Collection Period, (ii) any amount payable or reimbursable to any
Person from the related Loan Group Custodial Account pursuant to clauses (ii)
through (xv) of Section 3.05A, and (iii) any amounts deposited in the related
Loan Group Custodial Account in error.

            "Loan Group Remittance Date" shall mean, (i) with respect to each
Serviced Companion Loan that is not an asset of a securitization, the Master
Servicer Remittance Date, (ii) in the case of each other Serviced Companion Loan
that is an asset of a securitization (other than the Investcorp Retail Portfolio
Pari Passu Companion Loan), the earlier of (A) the Master Servicer Remittance
Date and (B) the Business Day prior to the date that is the equivalent to the
"Master Servicer Remittance Date" in such securitization but in no event earlier
than the first Business Day following the Determination Date and (iii) in the
case of the Investcorp Retail Portfolio Pari Passu Companion Loan, the Business
Day prior to the "Distribution Date" in the securitization in which the
Investcorp Retail Portfolio Pari Passu Companion Loan will be included.

            "Loan Group REO Account" shall mean, with respect to each Serviced
Loan Group the segregated account or accounts created and maintained by the
Special Servicer pursuant to Section 3.17 on behalf of the Certificateholders
and the related Companion Noteholders, which shall be entitled "LNR Partners,
Inc., as Special Servicer, in trust for LaSalle Bank National Association, as
Trustee, for the registered holders of Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through
Certificates, Series 2006-GG7, and for [NAMES OF COMPANION LOAN NOTEHOLDERS], as
their interests may appear."

            "Loan Group REO Property" shall mean the Loan Group Mortgaged
Property, if such Mortgaged Property becomes an REO Property hereunder.

            "Loan Group Servicing Reports" shall mean, with respect to any
Serviced Loan Group, each of the CMSA Delinquent Loan Status Report, CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA REO Status
Report, Loan Payoff Notification Report, CMSA Loan Periodic Update File, CMSA
Property File, CMSA Loan Level Reserve/LOC Report, CMSA Financial File, CMSA
Loan Setup File, CMSA Servicer Watch List, CMSA Operating Statement Analysis
Report, CMSA NOI Adjustment Worksheet and CMSA Comparative Financial Status
Report.

            "Loan Group Trust Mortgage Loan" shall mean, with respect to any
Loan Group, the portion of such Loan Group that is a Mortgage Loan in the Trust.

            "Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached hereto, and
setting forth for each Serviced Loan as to which written notice of anticipated
payoff has been received by the Master Servicer as of the Determination Date
preceding the delivery of such report, among other things, the mortgage loan
number, the property name, the ending scheduled loan balance for the Collection
Period ending on such Determination Date, the expected date of payment, the
expected related Distribution Date and the estimated amount of the Yield
Maintenance Charge or Prepayment Premium due (if any).

            "Lockout Period" shall mean, with respect to any Loan that prohibits
the Mortgagor from prepaying such loan until a date specified in the related
Mortgage Note or other Loan document, the period from the Closing Date until
such specified date.

            "Loss Reimbursement Amount" shall mean:

            (a) with respect to any Class of Principal Balance Certificates, for
      any Distribution Date, the total amount of all Unfunded Principal Balance
      Reductions, if any, incurred by (but not reimbursed to) the Holders of
      such Class of Certificates on all prior Distribution Dates, if any; and

            (b) with respect to any Lower-Tier Regular Interest, for any
      Distribution Date, the total amount of all Unfunded Principal Balance
      Reductions, if any, incurred by (but not reimbursed to) the Lower-Tier
      REMIC with respect to such Lower-Tier Regular Interest on all prior
      Distribution Dates, if any.

            For purposes of this definition: (x) any increase in the Class
Principal Balance of any Class of Principal Balance Certificates pursuant to
Section 4.05(a) shall constitute a reimbursement to the Holders of such Class of
Principal Balance Certificates of any related Unfunded Principal Balance
Reductions; and (y) any increase in the Lower-Tier Interest Principal Balance of
any Lower-Tier Regular Interest pursuant to Section 4.05(c) shall constitute a
reimbursement to the Lower-Tier REMIC with respect to any related Unfunded
Principal Balance Reductions relating to such Lower-Tier Regular Interest.

            "Lower-Tier Distribution Account" shall mean 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" shall mean the aggregate of amounts
distributable to the Uncertificated Lower-Tier Interests pursuant to Section
4.01(h).

            "Lower-Tier Interest Principal Reinstatement Amount" shall have the
meaning assigned thereto pursuant to Section 4.05(c).

            "Lower-Tier REMIC" shall mean the segregated pool of assets
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made, and 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 by the Trust
after the Closing Date (other than scheduled payments of interest and principal
due on or before the Cut-off Date, and other than Post-ARD Additional Interest
Received in respect of the ARD Loan after its Anticipated Repayment Date),
together with all documents included in the related Mortgage Files; (ii) any REO
Properties as from time to time are subject to this Agreement and all income and
proceeds therefrom (to the extent not allocable to a Companion Loan) and a
beneficial interest in the applicable portion of any "REO Property" under the
applicable Lead PSA for the Non-Serviced Trust Loans; and (iii) such funds or
assets as from time to time are deposited in the Pool Custodial Account, each
Loan Group Custodial Account (to the extent not related to the Companion Loans),
the Lower-Tier Distribution Account, the Excess Liquidation Proceeds Account
and, if established, the Pool REO Account and each Loan Group REO Account (to
the extent not related to the Companion Loans).

            "Master Servicer" shall mean Midland Loan Services, Inc., in its
capacity as master servicer hereunder, or any successor master servicer
appointed as herein provided.

            "Master Servicer Remittance Amount" shall mean, with respect to any
Master Servicer Remittance Date, an amount equal to: (a) the aggregate amount of
all payments and other collections on or with respect to the Serviced Loans and
the Non-Serviced Trust Loans and any related REO Properties (including with
respect to the Non-Serviced Trust Loans, all payments remitted by the applicable
Lead Master Servicer) that (A) were Received as of the close of business on the
immediately preceding Determination Date (or in the case of the Non-Serviced
Trust Loans, as of 12:00 noon (New York City time) on the Master Servicer
Remittance Date and (B) are on deposit or are required to be on deposit in the
Pool Custodial Account as of 12:00 noon (New York City time) on such Master
Servicer Remittance Date, including any such payments and other collections
transferred to the Pool Custodial Account from the Pool REO Account (if
established); net of (b) the portion of the aggregate amount described in clause
(a) of this definition that represents one or more of the following--(i) Monthly
Payments that are due on a Due Date following the end of the related Collection
Period, (ii) any amount payable or reimbursable to any Person from the Pool
Custodial Account pursuant to clauses (ii) through (xviii) of Section 3.05(a),
(iii) any Excess Liquidation Proceeds and (iv) any amounts deposited in the Pool
Custodial Account in error.

            "Master Servicer Remittance Date" shall mean the date each month,
commencing in August 2006, on which, among other things, the Master Servicer is
required to (i) make P&I Advances and (ii) transfer the Master Servicer
Remittance Amount and any Excess Liquidation Proceeds to the Trustee, which date
shall be the Business Day immediately preceding each Distribution Date.

            "Master Servicing Fee" shall mean, with respect to each Serviced
Loan and the Non-Serviced Trust Loans (and, in each case, any successor REO Loan
with respect thereto), the fee designated as such and payable to the Master
Servicer pursuant to Section 3.11(a). The Master Servicing Fee includes any
servicing fees payable to any third-party servicers that sub-service or primary
service the loans on behalf of the Master Servicer and any Broker Strip Fees
payable to third party Brokers, but does not include any primary servicing fee
payable with respect to a Non-Serviced Trust Loan to the applicable Lead Master
Servicer under the applicable Lead PSA.

            "Master Servicing Fee Rate" shall mean, with respect to each
Serviced Loan and the Non-Serviced Trust Loans and any successor REO Loan, the
rate per annum specified as such on the Mortgage Loan Schedule. With respect to
each Loan Group, the Master Servicing Fee Rate for the related Mortgage Loan may
be different than the Master Servicing Fee Rate for the related Companion Loan,
as more particularly set forth on the Mortgage Loan Schedule.

            "Material Breach" shall have the meaning assigned thereto in Section
2.03(a).

            "Material Document Defect" shall have the meaning assigned thereto
in Section 2.03(a).

            "Modified Loan" shall mean any Serviced Loan as to which any
Servicing Transfer Event has occurred and which has been modified by the Special
Servicer pursuant to Section 3.21 in a manner that:

            (a) affects the amount or timing of any payment of principal or
      interest due thereon (other than, or in addition to, bringing Monthly
      Payments current with respect to such Loan);

            (b) except as expressly contemplated by the related Loan documents,
      results in a release of the lien of the related Mortgage on any material
      portion of the related Mortgaged Property without a corresponding
      Principal Prepayment in an amount, or the delivery of substitute real
      property collateral with a fair market value (as is), that is not less
      than the fair market value (as is) of the property to be released, as
      determined by an appraisal delivered to the Special Servicer (at the
      expense of the related Mortgagor and upon which the Special Servicer may
      conclusively rely); or

            (c) in the reasonable, good faith judgment of the Special Servicer,
      otherwise materially impairs the security for such Loan or materially
      reduces the likelihood of timely payment of amounts due thereon.

            "Montehiedra Town Center Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Montehiedra Town Center Pari Passu Companion Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "Montehiedra Town Center Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Monthly Payment" shall mean, with respect to any Loan, as of any
Due Date, the scheduled monthly debt service payment (or, in the case of the ARD
Loan after its Anticipated Repayment Date, the monthly debt service payment
required to be paid on a current basis) on such Loan that is actually payable by
the related Mortgagor from time to time under the terms of the related Mortgage
Note (as such terms may be changed or modified in connection with a bankruptcy
or similar proceeding involving the related Mortgagor or by reason of a
modification, extension, waiver or amendment granted or agreed to by the Special
Servicer pursuant to Section 3.21), including any Balloon Payment payable in
respect of such Loan on such Due Date; provided that the Monthly Payment due in
respect of any Loan shall not include Default Interest; provided, further, that
the Monthly Payment due in respect of the ARD Loan after its Anticipated
Repayment Date shall not include Post-ARD Additional Interest.

            "Moody's" shall mean Moody's Investors Service, Inc. or its
successor in interest. If neither such rating agency nor any successor remains
in existence, "Moody's" shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the Trustee, the
Master Servicer and the Special Servicer, and specific ratings of Moody's
Investors Service, Inc. herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

            "Mortgage" shall mean, with respect to any Loan, the mortgage, deed
of trust, deed to secure debt or similar instrument that secures the related
Mortgage Note and creates a lien on the related Mortgaged Property.

            "Mortgage File" shall mean:

            (a) with respect to any Mortgage Loan and, in the case of any Loan
      Group, any Companion Loan, the following documents collectively (which, in
      the case of a Loan Group, except for the Mortgage Note referred to in
      clause (i) and clause (vi) of this definition, relates to an entire Loan
      Group):

                  (i) (A) the original executed Mortgage Note for such Mortgage
            Loan, endorsed (without recourse, representation or warranty,
            express or implied) to the order of "LaSalle Bank National
            Association, as trustee for the registered holders of Greenwich
            Capital Commercial Funding Corp., Commercial Mortgage Trust
            2006-GG7, Commercial Mortgage Pass-Through Certificates, Series
            2006-GG7" or in blank, and further showing a complete, unbroken
            chain of endorsement from the originator (if such originator is not
            the Mortgage Loan Seller) (or, alternatively, if the original
            executed Mortgage Note has been lost, a lost note affidavit and
            indemnity with a copy of such Mortgage Note), and (B) in the case of
            a Loan Group, a copy of the executed Mortgage Note for the related
            Companion Loan;

                  (ii) an original or copy of the Mortgage, together with
            originals or copies of any and all intervening assignments thereof,
            in each case (unless the particular item has not been returned from
            the applicable recording office) with evidence of recording
            indicated thereon;

                  (iii) an original or copy of any related Assignment of Leases
            (if such item is a document separate from the Mortgage), together
            with originals or copies of any and all intervening assignments
            thereof, in each case (unless the particular item has not been
            returned from the applicable recording office) with evidence of
            recording indicated thereon;

                  (iv) an original executed assignment, in recordable form
            (except for recording information not yet available if the
            instrument being assigned has not been returned from the applicable
            recording office), of (A) the Mortgage and (B) any related
            Assignment of Leases (if such item is a document separate from the
            Mortgage), in favor of "LaSalle Bank National Association, in its
            capacity as trustee for the registered holders of Greenwich Capital
            Commercial Funding Corp., Commercial Mortgage Trust 2006-GG7,
            Commercial Mortgage Pass-Through Certificates, Series 2006-GG7" (or,
            in each case, a copy thereof, certified to be the copy of such
            assignment submitted for recording);

                  (v) an original or copy of the assignment of all unrecorded
            documents relating to the Mortgage Loan, in favor of "LaSalle Bank
            National Association, as trustee for the registered holders of
            Greenwich Capital Commercial Funding Corp., Commercial Mortgage
            Trust 2006-GG7, Commercial Mortgage Pass-Through Certificates,
            Series 2006-GG7";

                  (vi) originals or copies of final written modification
            agreements in those instances where the terms or provisions of the
            Mortgage Note for such Mortgage Loan (or, if applicable, either
            Mortgage Note of a Loan Group) or the related Mortgage have been
            modified as to a monetary term or other material term thereof, in
            each case (unless the particular item has not been returned from the
            applicable recording office) with evidence of recording indicated
            thereon if the instrument being modified is a recordable document;

                  (vii) the original or a copy of the policy or certificate of
            lender's title insurance issued in connection with such Mortgage
            Loan (or, if such policy has not been issued, a "marked-up" pro
            forma title policy marked as binding and countersigned by the title
            insurer or its authorized agent, or an irrevocable, binding
            commitment to issue such title insurance policy);

                  (viii) filed copies (with evidence of filing) of any prior
            effective UCC Financing Statements in favor of the originator of
            such Mortgage Loan or in favor of any assignee prior to the Trustee
            (but only to the extent the applicable Mortgage Loan Seller had
            possession of such UCC Financing Statements prior to the Closing
            Date) and an original UCC-2 or UCC-3 assignment thereof, as
            appropriate, in form suitable for filing, in favor of "LaSalle Bank
            National Association, in its capacity as trustee for the registered
            holders of Greenwich Capital Commercial Funding Corp., Commercial
            Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through
            Certificates, Series 2006-GG7";

                  (ix) an original or copy of the related Ground Lease relating
            to such Mortgage Loan, if any;

                  (x) an original or copy of the related loan agreement, if any;

                  (xi) an original of the related guaranty of payment under, or
            an original of the letter of credit (which original shall be
            delivered by the Trustee to the Master Servicer with a copy
            retained) in connection with, such Mortgage Loan, if any;

                  (xii) an original or copy of the lock-box agreement or cash
            management agreement relating to such Mortgage Loan, if any;

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

                  (xiv) an original or copy of the related security agreement
            (if such item is a document separate from the Mortgage) and, if
            applicable, the originals or copies of any intervening assignments
            thereof;

                  (xv) an original assignment of the related security agreement
            (if such item is a document separate from the Mortgage and if such
            item is not included in the assignment described in clause (v)), in
            favor of "LaSalle Bank National Association, in its capacity as
            trustee for the registered holders of Greenwich Capital Commercial
            Funding Corp., Commercial Mortgage Trust 2006-GG7, Commercial
            Mortgage Pass-Through Certificates, Series 2006-GG7";

                  (xvi) in the case of a Loan Group, a copy of the related
            Co-Lender Agreement;

                  (xvii) in the case of any Loan as to which there exists a
            related mezzanine loan, the original or a copy of the related
            intercreditor agreement;

                  (xviii) an original or copy of any related Environmental
            Insurance Policy; and

                  (xix) 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 that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or a Custodian on its behalf for documents
described in clauses (a)(vi) and (a)(ix) through (a)(xviii) of this definition,
shall be deemed to include such documents only to the extent the Trustee or a
Custodian on its behalf has actual knowledge of their existence; provided,
further, with respect to the Non-Serviced Trust Loans, the preceding delivery
requirements with respect to clause (a)(i) of this definition will be satisfied
by delivery of the original Mortgage Note (and all intervening endorsements) and
with respect to clauses (a)(ii) through (a)(xix) of this definition by delivery
by the applicable Mortgage Loan Seller of copies of the "mortgage file"
delivered under the applicable Lead PSA.

            "Mortgage Loan" shall mean each of the mortgage loans listed on the
Mortgage Loan Schedule and from time to time held in the Trust Fund. As used
herein, the term "Mortgage Loan" includes the related Mortgage Note(s), Mortgage
and other security documents contained in the related Mortgage File or otherwise
held on behalf of the Trust. The term "Mortgage Loan" includes the "Loan Group
Trust Mortgage Loan" portion of each Loan Group, but does not include any
Companion Loans.

            "Mortgage Loan Purchase Agreement" shall mean the Mortgage Loan
Purchase Agreement dated as of July 1, 2006 and entered into by and between the
Depositor and the applicable Mortgage Loan Seller.

            "Mortgage Loan Schedule" shall mean the list of Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Schedule I (and also delivered to the Trustee and the Master
Servicer in a computer readable format). Such list shall set forth the following
information with respect to each Mortgage Loan:

                  (i) the Mortgage Loan number;

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

                  (iii) the Cut-off Date Balance;

                  (iv) the amount of the Monthly Payment due on the first Due
            Date following the Closing Date;

                  (v) the original Mortgage Rate;

                  (vi) the (A) remaining term to stated maturity and (B) Stated
            Maturity Date;

                  (vii) in the case of a Balloon Mortgage Loan, the remaining
            amortization term;

                  (viii) the Interest Accrual Basis;

                  (ix) the (A) Administrative Cost Rate, and (B) Master
            Servicing Fee Rate (separately identifying any primary servicing fee
            rate or subservicing fee rate included in the Master Servicing Fee
            Rate, and in the case of each Loan Group, separately identifying the
            Master Servicing Fee Rate applicable to each Loan in such Loan
            Group);

                  (x) whether the Mortgage Loan is secured by a Ground Lease;

                  (xi) the Mortgage Loan Seller(s);

                  (xii) the originator;

                  (xiii) whether the related Mortgage Loan is a Defeasance Loan;

                  (xiv) whether the Mortgage Loan is a Cross-Collateralized
            Mortgage Loan and the Cross-Collateralized Group to which it
            belongs;

                  (xv) whether there is a letter of credit in place for the
            related Mortgage Loan;

                  (xvi) whether such Mortgage Loan is an ARD Loan and, if so,
            the Anticipated Repayment Date and Additional Interest Rate; and

                  (xvii) whether such Mortgage Loan is part of a Serviced Loan
            Group, in which case the information required by clauses (iii),
            (iv), (v), (vi), (vii), (viii) and (ix)(B) shall also be set forth
            for the Companion Loan in such Loan Group.

            "Mortgage Loan Sellers" shall mean each of Greenwich Capital
Financial Products, Inc., Goldman Sachs Mortgage Company, and their respective
successors in interest.

            "Mortgage Note" shall mean the original executed note or notes
evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider, addendum or amendment thereto, or any renewal, substitution or
replacement of such note or notes.

            "Mortgage Pool" shall mean all of the Mortgage Loans and any
successor REO Mortgage Loan. The Mortgage Pool does not include any Companion
Loan or any related REO Loan.

            "Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the Distribution
Date Statement), prepared by the Trustee, containing information regarding the
Loans as of the end of the related Collection Period, which report shall contain
substantially the categories of information regarding the Loans set forth on
Annex A to the Prospectus Supplement (calculated, where applicable, on the basis
of the most recent relevant information provided by the Mortgagors to the Master
Servicer or the Special Servicer, as the case may be, and by the Master Servicer
or the Special Servicer, as the case may be, to the Trustee), and which
information shall be presented in tabular format substantially similar to the
format utilized on such annex and shall also include a loan-by-loan listing (in
descending balance order) showing loan number, property type, location, unpaid
principal balance, Mortgage Rate, paid-through date, maturity date, gross
interest portion of the Monthly Payment, principal portion of the Monthly
Payment, and any Prepayment Premium or Yield Maintenance Charge received.

            "Mortgage Rate" shall mean, with respect to each Loan (and any
successor REO Loan with respect thereto), the related annualized rate at which
interest is scheduled (in the absence of a default) to accrue on such Loan from
time to time in accordance with the related Mortgage Note and applicable law, as
such rate may be modified in accordance with Section 3.21 or in connection with
a bankruptcy, insolvency or similar proceeding involving the related Mortgagor.
In the case of the ARD Loan, the related Mortgage Rate shall increase in
accordance with the related Mortgage Note if the particular Mortgage Loan is not
paid in full by its Anticipated Repayment Date. Notwithstanding the foregoing,
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 shall 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) in
respect of such Mortgage Loan during such one-month period at the related
Mortgage Rate; provided, however, that with respect to any Interest Reserve
Mortgage Loan, the Mortgage Rate for (A) the one month period preceding the Due
Dates that occur in January and February in any year that is not a leap year or
the one month period preceding the Due Date that occurs in February in any year
that is a leap year (in either case, unless the related Distribution Date is the
Final Distribution Date) will be determined exclusive of the Interest Reserve
Amount withheld from that month, and (B) the one month period preceding the Due
Date in March (or February, if the related Distribution Date is the Final
Distribution Date) will be determined inclusive of the amounts withheld from the
immediately preceding February and, if applicable, January.

            "Mortgaged Property" shall mean the real property (together with all
improvements and fixtures thereon) subject to the lien of a Mortgage.

            "Mortgagor" shall mean, individually and collectively, as the
context may require, the obligor or obligors under a Loan, including any Person
that has not signed the related Mortgage Note but owns an interest in the
related Mortgaged Property, which interest has been encumbered to secure such
Loan.

            "Mortgagor Affiliate Holder" shall mean any Companion Loan
Noteholder or Certificateholder that is a Mortgagor or an Affiliate of the
Mortgagor (including any Companion Loan Noteholder, its Affiliate, a
Certificateholder or its Affiliate, in each case, that was a lender of the
Mortgagor and has foreclosed on the equity interests in the Mortgagor or any
Companion Loan Noteholder or Certificateholder that acquires, directly or
through an Affiliate, a direct equity interest in the Mortgaged Property).

            "Nemours Building Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Nemours Building Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Nemours Building Subordinate Companion Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect to any Distribution Date and any Serviced Loan, the amount, if any, by
which (a) the aggregate of all Prepayment Interest Shortfalls incurred in
connection with the receipt of Principal Prepayments and/or, insofar as they
result from the application of Insurance Proceeds and/or Condemnation Proceeds,
other early recoveries of principal Received on such Mortgage Loans (including
Specially Serviced Loans) during the related Collection Period, exceeds (b) the
aggregate amount deposited by the Master Servicer in the Distribution Account
for such Distribution Date pursuant to Section 3.20(a) in connection with such
Prepayment Interest Shortfalls.

            "Net Default Charges" shall have the meaning assigned thereto in
Section 3.27(a).

            "Net Investment Earnings" shall mean, with respect to any Investment
Account for any Collection Period, the amount, if any, by which the aggregate of
all interest and other income realized during such Collection Period on funds
held in such Investment Account (exclusive, in the case of a Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion of such
interest or other income payable to a Mortgagor in accordance with the related
Loan documents and applicable law), exceeds the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of such
funds in accordance with Section 3.06 (exclusive, in the case of a Servicing
Account, a Reserve Account or the Defeasance Deposit Account, of any portion of
such losses that were incurred in connection with investments made for the
benefit of a Mortgagor).

            "Net Investment Loss" shall mean, with respect to any Investment
Account for any Collection Period, the amount by which the aggregate of all
losses, if any, incurred during such Collection Period in connection with the
investment of funds held in such Investment Account in accordance with Section
3.06 (exclusive, in the case of a Servicing Account, a Reserve Account or the
Defeasance Deposit Account, of any portion of such losses that were incurred in
connection with investments made for the benefit of a Mortgagor), exceeds the
aggregate of all interest and other income realized during such Collection
Period on such funds (exclusive, in the case of a Servicing Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such interest or
other income payable to a Mortgagor in accordance with the related Loan
documents and applicable law).

            "Net Liquidation Proceeds" shall mean the excess, if any, of all
Liquidation Proceeds received with respect to any Specially Serviced Loan or REO
Property, over the amount of all Liquidation Expenses incurred with respect
thereto.

            "Net Mortgage Rate" shall mean with respect to any Mortgage Loan or
REO Loan, as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect (excluding, if applicable, the portion thereof
comprised of the Additional Interest Rate following the related Anticipated
Repayment Date), minus the Administrative Cost Rate; provided, however, that for
purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any
Mortgage Loan will be determined without regard to any modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by the Master
Servicer or Special Servicer or resulting from a bankruptcy, insolvency or
similar proceeding involving the Mortgagor.

            "Net Prepayment Consideration" shall mean the Prepayment
Consideration Received with respect to any Mortgage Loan or REO Mortgage Loan,
net of any Workout Fee or Liquidation Fee payable therefrom.

            "New Lease" shall mean any lease of REO Property (other than an REO
Property with respect to a Non-Serviced Mortgage Loan) entered into at the
direction of the Special Servicer, including any lease renewed, modified or
extended on behalf of the Trustee and, in the case of any Serviced Loan Group,
the related Companion Loan Noteholder, if the Trust has the right to renegotiate
the terms of such lease.

            "Nonrecoverable Advance" shall mean 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 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 Loan Group or REO Loans, or (b) has
determined that such Workout-Delayed Reimbursement Amount, along with any other
Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the
party that made such Advance) or unreimbursed Nonrecoverable Advances, would not
be ultimately recoverable from the principal portion of future general
collections on the Mortgage Loans and REO Properties. Any determination as to
whether an Advance is or, if made, would be a Nonrecoverable Advance, if made by
the Master Servicer or the Special Servicer shall be made in accordance with the
Servicing Standard and if made by the Trustee shall be made in such party's
reasonable, good faith judgment.

            "Nonrecoverable P&I Advance" shall mean with respect to any Mortgage
Loan, any P&I Advance previously made or proposed to be made in respect of such
Loan or a related REO Loan by the Master Servicer or the Trustee, which P&I
Advance such party or the Special Servicer has determined will not be ultimately
recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds, or any other recovery on or in respect of such Mortgage
Loan, Loan Group or REO Loan, as the case may be. Any determination as to
whether a P&I Advance is or, if made, would be a Nonrecoverable P&I Advance, if
made by the Master Servicer or the Special Servicer shall be made in accordance
with the Servicing Standard and if made by the Trustee shall be made in such
party's reasonable, good faith judgment.

            "Nonrecoverable Servicing Advance" shall mean any Servicing Advance
previously made or proposed to be made in respect of a Loan or REO Property by
the Master Servicer, the Special Servicer or the Trustee, or in the case of the
JQH Hotel Portfolio B2 Trust Loan and the Centra Point Portfolio Trust Loan,
made by the 2005-GG5 Master Servicer, the 2005-GG5 Special Servicer, the
2005-GG5 Trustee or the 2005-GG5 Fiscal Agent, or in the case of the One New
York Plaza Trust Loan, made by the LB-UBS 2006-C4 Master Servicer, the LB-UBS
2006-C4 Special Servicer or the LB-UBS 2006-C4 Trustee, which Servicing Advance
such party has determined will not be ultimately recoverable from late payments,
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other
recovery on or in respect of such Loan or REO Property, as the case may be. Any
Servicing Advance that is (i) not required to be repaid by the related Mortgagor
under the terms of the related Mortgage Loan documents or (ii) cannot be
collected from the Mortgagor under applicable law shall be deemed to be a
Nonrecoverable Advance for purposes of the Master Servicer's, the Special
Servicer's or the Trustee's entitlement to reimbursement for such Advance. Any
determination as to whether a Servicing Advance is or, if made, would be a
Nonrecoverable Servicing Advance, if made by the Master Servicer or the Special
Servicer shall be made in accordance with the Servicing Standard and if made by
the Trustee shall be made in such party's reasonable, good faith judgment.

            "Non-Registered Certificate" shall mean any Certificate that has not
been the subject of registration under the Securities Act. As of the Closing
Date, the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class Q, Class S, Class R-I, Class R-II and Class V
Certificates are Non-Registered Certificates.

            "Non-Serviced Companion Loan" shall mean each of (i) the JQH Hotel
Portfolio B2 Pari Passu Companion Loans, (ii) the Centra Point Portfolio Pari
Passu Companion Loans and (iii) the One New York Plaza Pari Passu Companion
Loan.

            "Non-Serviced Loan Group" shall mean, individually or collectively,
as applicable, (i) the JQH Hotel Portfolio B2 Loan Group, (ii) the Centra Point
Portfolio Loan Group and (iii) the One New York Plaza Loan Group.

            "Non-Serviced Trust Loan" shall mean each of (i) the JQH Hotel
Portfolio B2 Trust Loan and, (ii) the Centra Point Portfolio Trust Loan and
(iii) the One New York Plaza Trust Loan.

            "Non-United States Tax Person" shall mean any Person other than a
United States Tax Person.

            "Notional Amount" means, as of any date of determination: (i) with
respect to all of the Class X Certificates as a Class, the Class X Notional
Amount as of such date of determination; and (ii) with respect to any Class X
Certificate, the product of the Percentage Interest evidenced by such
Certificate and the Class X Notional Amount as of such date of determination.

            "Officer's Certificate" shall mean a certificate signed by a
Servicing Officer of the Master Servicer or the Special Servicer, as the case
may be or by a Responsible Officer of the Trustee, and shall mean with respect
to any other Person, a certificate signed by any of the Chairman of the Board,
the Vice Chairman of the Board, the President, any Vice President or Managing
Director, an Assistant Vice President or any other authorized officer (however
denominated) or another officer customarily performing functions similar to
those performed by any of the above designated officers or, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.

            "One New York Plaza Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement.

            "One New York Plaza Pari Passu Companion Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "One New York Plaza Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Opinion of Counsel" shall mean a written opinion of counsel, who
may, without limitation, be salaried counsel for the Depositor, the Master
Servicer or the Special Servicer, acceptable in form and delivered to the
Trustee or any other specified Person, as the case may be, except that any
opinion of counsel relating to (a) the qualification of the Lower-Tier REMIC or
the Upper-Tier REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c)
qualification of the Grantor Trust as a grantor trust, (d) compliance with the
Grantor Trust Provisions, (e) whether any act or event would cause an Adverse
REMIC Event or Adverse Grantor Trust Event, or (f) the resignation of the Master
Servicer or the Special Servicer pursuant to this Agreement, must be a written
opinion of Independent counsel acceptable to and delivered to the Trustee or any
other specified Person, as the case may be.

            "Original Class Principal Balance" shall mean, with respect to any
Class of Principal Balance Certificates, the initial Class Principal Balance
thereof as of the Closing Date, in each case as specified in the Preliminary
Statement.

            "Original Lower-Tier Principal Amount" shall mean the amount set
forth under the column bearing such title in the table in the Preliminary
Statement hereto.

            "OTS" shall mean the Office of Thrift Supervision or any successor
thereto.

            "Ownership Interest" shall mean, 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" shall mean, as to any Mortgage Loan or a related REO
Loan, any advance made by the Master Servicer or the Trustee pursuant to Section
4.03 or Section 4.03A, as applicable.

            "Pari Passu Companion Loan" shall have the meaning assigned thereto
in the Preliminary Statement.

            "Pass-Through Rate" shall mean:

            (a) with respect to the Class A-1 Certificates for any Interest
      Accrual Period, 5.74300% per annum;

            (b) with respect to the Class A-2 Certificates for any Interest
      Accrual Period, an annual rate equal to the lesser of (i) 6.03200% per
      annum and (ii) the Weighted Average Net Mortgage Rate for such Interest
      Accrual Period;

            (c) with respect to the Class A-3 Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (d) with respect to the Class A-AB Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (e) with respect to the Class A-4 Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (f) with respect to the Class A-1-A Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (g) with respect to the Class A-M Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (h) with respect to the Class A-J Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (i) with respect to the Class B Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (j) with respect to the Class C Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (k) with respect to the Class D Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (l) with respect to the Class E Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (m) with respect to the Class F Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (n) with respect to the Class G Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (o) with respect to the Class H Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (p) with respect to the Class J Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (q) with respect to the Class K Certificates for any Interest
      Accrual Period, an annual rate equal to the Weighted Average Net Mortgage
      Rate for such Interest Accrual Period;

            (r) with respect to each of the Class L, Class M, Class N, Class O,
      Class P, Class Q and Class S Certificates for any Interest Accrual Period,
      an annual rate equal to the lesser of (i) 5.70600% per annum and (ii) the
      Weighted Average Net Mortgage Rate for such Interest Accrual Period; and

            (s) with respect to the Class X Certificates for any Interest
      Accrual Period, an annual rate equal to the Class X Pass-Through Rate for
      such Distribution Date.

            "PCAOB" means the Public Company Accounting Oversight Board.

            "Percentage Interest" shall mean: (a) with respect to any Regular
Interest Certificate, the portion of the relevant Class evidenced by such
Certificate, expressed as a percentage, the numerator of which is the
Certificate Principal Balance or Notional Amount, as the case may be, of such
Certificate as of the Closing Date, as specified on the face thereof, and the
denominator of which is the Original Class Principal Balance or initial Notional
Amount, as the case may be, of the relevant Class; and (b) with respect to
Residual Interest Certificate or a Class V Certificate, the percentage interest
in distributions to be made with respect to the relevant Class, as stated on the
face of such Certificate.

            "Performance Certification" shall have the meaning assigned to such
term in Section 11.06.

            "Performing Party" shall have the meaning assigned to such term in
Section 11.12.

            "Performing Serviced Loan" shall mean any Serviced Loan as to which
a Servicing Transfer Event has never occurred and any Corrected Loan.

            "Permitted Encumbrances" shall have the meaning assigned thereto in
Section 2.04(b)(viii).

            "Permitted Investments" shall mean any one or more of the following
obligations or securities (including obligations or securities of the Trustee if
otherwise qualifying hereunder):

                  (i) direct obligations of, or obligations fully guaranteed as
            to timely payment of principal and interest by, the United States or
            any agency or instrumentality thereof (having original maturities of
            not more than 365 days), provided that such obligations are backed
            by the full faith and credit of the United States. Such obligations
            must be limited to those instruments that have a predetermined fixed
            dollar amount of principal due at maturity that cannot vary or
            change. Interest may either be fixed or variable. If such interest
            is variable, interest must be tied to a single interest rate index
            plus a single fixed spread (if any), and move proportionately with
            that index;

                  (ii) repurchase obligations with respect to any security
            described in clause (i) of this definition (having original
            maturities of not more than 365 days), provided that the short-term
            deposit or debt obligations of the party agreeing to repurchase such
            obligations are rated in the highest rating category of each of S&P
            and Moody's (or, in the case of any Rating Agency, such lower rating
            as will not result in an Adverse Rating Event with respect to any
            Class of Certificates or Companion Loan Securities, as evidenced in
            writing by such Rating Agency). In addition, any such item by its
            terms must have a predetermined fixed dollar amount of principal due
            at maturity that cannot vary or change. Interest may either be fixed
            or variable. If such interest is variable, interest must be tied to
            a single interest rate index plus a single fixed spread (if any),
            and move proportionately with that index;

                  (iii) certificates of deposit, time deposits, demand deposits
            and bankers' acceptances of any bank or trust company organized
            under the laws of the United States or any state thereof (having
            original maturities of not more than 365 days), the short term
            obligations of which are rated in the highest rating category of
            each of S&P and Moody's (or, in the case of any Rating Agency, such
            lower rating as will not result in an Adverse Rating Event with
            respect to any Class of Certificates or Companion Loan Securities,
            as evidenced in writing by such Rating Agency). In addition, any
            such item by its terms must have a predetermined fixed dollar amount
            of principal due at maturity that cannot vary or change. Interest
            may either be fixed or variable. If such interest is variable,
            interest must be tied to a single interest rate index plus a single
            fixed spread (if any), and move proportionately with that index;

                  (iv) commercial paper (having original maturities of not more
            than 90 days) of any corporation incorporated under the laws of the
            United States or any state thereof (or if not so incorporated, the
            commercial paper is United States Dollar denominated and amounts
            payable thereunder are not subject to any withholding imposed by any
            non-United States jurisdiction) which is rated in the highest rating
            category of each of S&P and Moody's (or, in the case of any Rating
            Agency, such lower rating as will not result in an Adverse Rating
            Event with respect to any Class of Certificates or Companion Loan
            Securities, as evidenced in writing by such Rating Agency). In
            addition, such commercial paper by its terms must have a
            predetermined fixed dollar amount of principal due at maturity that
            cannot vary or change. Interest may either be fixed or variable. If
            such interest is variable, interest must be tied to a single
            interest rate index plus a single fixed spread (if any), and move
            proportionately with that index;

                  (v) units of money market funds rated in the highest
            applicable rating category of each of S&P and Moody's (or, in the
            case of any Rating Agency, such lower rating as will not result in
            an Adverse Rating Event with respect to any Class of Certificates or
            Companion Loan Securities, as evidenced in writing by such Rating
            Agency) and which seeks to maintain a constant net asset value; and

                  (vi) any other obligation or security that (A) is acceptable
            to each Rating Agency, evidence of which acceptability shall be
            provided in writing by each Rating Agency to the Master Servicer,
            the Special Servicer and the Trustee, and (B) constitutes a "cash
            flow investment" (within the meaning of the REMIC Provisions), as
            evidenced by an Opinion of Counsel obtained at the expense of the
            Person that wishes to include such obligation or security as a
            Permitted Investment;

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; (2) no investment described hereunder may be purchased
at a price greater than par if such investment may be prepaid or called at a
price less than its purchase price prior to stated maturity; and (3) no
investment described hereunder may have a "r" highlighter or other comparable
qualifier attached to its rating.

            "Permitted Transferee" shall mean any Transferee of a Residual
Interest Certificate other than (a) a Disqualified Organization, (b) any Person
as to whom, as determined by the Trustee (based upon an Opinion of Counsel,
obtained at the request of the Trustee at the expense of such Person or the
Person seeking to Transfer a Residual Interest Certificate, supporting such
determination), the Transfer of a Residual Interest Certificate may cause either
REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is
outstanding, (c) a Disqualified Non-United States Tax Person, (d) a Disqualified
Partnership, or (e) a United States Tax Person with respect to whom interest is
attributable to a foreign permanent establishment or fixed base (within the
meaning of any applicable income tax treaty between the United States and any
foreign jurisdiction) of such Person or any other United States Tax Person.

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

            "Plan" shall have the meaning assigned thereto in Section 5.02(c).

            "Plurality Residual Interest Certificateholder" shall mean, as to
any taxable year of each REMIC Pool, the Holder of Certificates entitled to the
largest percentage of the Voting Rights allocated to the related Class of
Residual Interest Certificates.

            "Pool Custodial Account" shall mean the segregated account or
accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee in trust for the Certificateholders, which
shall be entitled "Midland Loan Services, Inc., as Master Servicer, on behalf of
LaSalle Bank National Association, as Trustee, in trust for the registered
holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust
2006-GG7, Commercial Mortgage Pass-Through Certificates, Series 2006-GG7."

            "Pool REO Account" shall mean the segregated account or accounts
created and maintained by the Special Servicer pursuant to Section 3.17 on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "LNR Partners, Inc., as Special Servicer, on behalf of LaSalle Bank
National Association, as Trustee, in trust for the registered holders of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2006-GG7,
Commercial Mortgage Pass-Through Certificates, Series 2006-GG7."

            "Post-ARD Additional Interest" shall mean, with respect to the ARD
Loan after its Anticipated Repayment Date, all interest accrued on the principal
balance of the ARD Loan at the Additional Interest Rate and, if so provided in
the related Loan documents, compounded at the related Mortgage Rate (the payment
of which interest shall, under the terms of the ARD Loan, be deferred until the
entire outstanding principal balance thereof has been paid). For purposes of
this Agreement, Post-ARD Additional Interest on the ARD Loan or any successor
REO Loan with respect thereto shall be deemed not to constitute principal or any
portion thereof and shall not be added to the unpaid principal balance or Stated
Principal Balance of the ARD Loan or any successor REO Loan with respect
thereto, notwithstanding that the terms of the related Loan documents so permit.
To the extent that any Post-ARD Additional Interest is not paid on a current
basis, it shall, for purposes of this Agreement, be deemed to be deferred
interest (regardless of whether it is added to principal outstanding with
respect to the ARD Loan in accordance with the related Loan documents).

            "Prepayment Assumption" shall mean, for purposes of determining the
accrual of original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, the assumption that no Mortgage
Loan is prepaid prior to stated maturity, except that it is assumed that the ARD
Loan is repaid on its Anticipated Repayment Date.

            "Prepayment Consideration" shall mean any Prepayment Premium or
Yield Maintenance Charge.

            "Prepayment Consideration Entitlement" shall mean, with respect to
(i) any Distribution Date on which any Net Prepayment Consideration Received on
any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is
distributable and (ii) each of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-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 entitled to
distributions of principal on such Distribution Date, an amount equal to the
product of (a) such Net Prepayment Consideration, multiplied by (b) a fraction
(not greater than 1.0 or less than 0.0), the numerator of which is equal to the
excess, if any, of the Pass-Through Rate for such Class of Principal Balance
Certificates over the relevant Discount Rate, and the denominator of which is
equal to the excess, if any, of the Mortgage Rate for such Mortgage Loan (or REO
Mortgage Loan) over the relevant Discount Rate.

            "Prepayment Interest Excess" shall mean with respect to any Serviced
Loan and the Non-Serviced Trust Loans that were subject to a Principal
Prepayment in full or in part made (or, if resulting from the application of
Insurance Proceeds or Condemnation Proceeds, any other early recovery of
principal received) after its Due Date in any Collection Period, any payment of
interest (net of related Master Servicing Fees) actually collected from the
related Mortgagor or otherwise and intended to cover interest accrued on such
Principal Prepayment during the period from and after such Due Date (exclusive,
however, of any related Prepayment Premium or Yield Maintenance Charge that may
have been collected) and, in the case of the ARD Loan after its Anticipated
Repayment Date, further exclusive of any Post-ARD Additional Interest).

            "Prepayment Interest Shortfall" shall mean with respect to any
Serviced Loan and the Non-Serviced Trust Loans that were subject to a Principal
Prepayment in full or in part made (or, if resulting from the application of
Insurance Proceeds or Condemnation Proceeds, any other early recovery of
principal received) prior to its Due Date in any Collection Period, the amount
of interest, to the extent not collected from the related Mortgagor or otherwise
(without regard to any Prepayment Premium or Yield Maintenance Charge that may
have been collected), that would have accrued at a rate per annum equal to the
related Mortgage Rate (net of the sum of the related Master Servicing Fee Rate
and, in the case of the ARD Loan after its Anticipated Repayment Date, the
related Additional Interest Rate) on the amount of such Principal Prepayment
during the period from the date to which interest was paid by the related
Mortgagor to, but not including, such Due Date.

            "Prepayment Premium" shall mean any premium, penalty or fee (other
than a Yield Maintenance Charge) paid or payable, as the context requires, as a
result of a Principal Prepayment on, or other early collection of principal of,
a Loan.

            "Primary Servicer" shall mean any person appointed by the Master
Servicer to act as primary servicer with respect to the Mortgage Loans with the
prior written consent of the Depositor. For purposes of this Agreement, there is
no Primary Servicer appointed by the Master Servicer.

            "Primary Servicing Agreement" shall mean the written contract
between the Master Servicer and the Primary Servicer relating to the Mortgage
Loans. For purposes of this Agreement, there is no Primary Servicing Agreement.

            "Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that are primarily
responsible for such party's servicing obligations hereunder. As of the Closing
Date, the Primary Servicing Office of the Master Servicer is located at 10851
Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and the
Primary Servicing Office of the Special Servicer is located at 1601 Washington
Avenue, Suite 700, Miami Beach, Florida 33139.

            "Prime Rate" shall mean the "prime rate" published in the "Money
Rates" section of The Wall Street Journal, as such "prime rate" may change from
time to time. If The Wall Street Journal ceases to publish the "prime rate,"
then the Trustee shall select an equivalent publication that publishes such
"prime rate"; and if such "prime rate" is no longer generally published or is
limited, regulated or administered by a governmental or quasi-governmental body,
then the Trustee shall select a comparable interest rate index. In either case,
such selection shall be made by the Trustee in its sole discretion and the
Trustee shall notify the Master Servicer, the Special Servicer and the Companion
Loan Noteholders in writing of its selection.

            "Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than the Class X Certificates).

            "Principal Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate (without duplication) of the
following:

            (a) the aggregate of all payments of principal (other than Principal
      Prepayments) Received with respect to the Serviced Loans during the
      related Collection Period, in each case exclusive of any portion of the
      particular payment that represents a Late Collection of principal for
      which a P&I Advance was previously made under this Agreement for a prior
      Distribution Date or that represents the principal portion of a Monthly
      Payment due on or before the Cut-off Date or on a Due Date subsequent to
      the related Collection Period;

            (b) the aggregate of the principal portions of all Monthly Payments
      due in respect of the Serviced Loans for their respective Due Dates
      occurring during the related Collection Period, that were Received prior
      to the related Collection Period;

            (c) the aggregate of all Principal Prepayments Received on the
      Serviced Loans during the related Collection Period;

            (d) the aggregate of all Liquidation Proceeds, Condemnation Proceeds
      and Insurance Proceeds Received with respect to any Serviced Loans during
      the related Collection Period that were identified and applied by the
      Master Servicer as recoveries of principal of such Mortgage Loans, in each
      case exclusive of any portion of such proceeds that represents a Late
      Collection of principal due on or before the Cut-off Date or for which a
      P&I Advance was previously made under this Agreement for a prior
      Distribution Date;

            (e) the aggregate of all Liquidation Proceeds, Condemnation
      Proceeds, Insurance Proceeds and REO Revenues Received with respect to any
      REO Properties during the related Collection Period that were identified
      and applied by the Master Servicer as recoveries of principal of the
      related REO Mortgage Loans, in each case exclusive of any portion of such
      proceeds and/or revenues that represents a Late Collection of principal
      due on or before the Cut-off Date or for which a P&I Advance was
      previously made under this Agreement for a prior Distribution Date;

            (f) the aggregate of the principal portions of all P&I Advances made
      under this Agreement with respect to the Mortgage Loans and any REO
      Mortgage Loans for such Distribution Date; and

            (g) all amounts received by the Master Servicer on or prior to 12:00
      noon (New York City time) on the Master Servicer Remittance Date from the
      applicable Lead Master Servicer in respect of principal for the
      Non-Serviced Trust Loans (which shall include the principal portion of any
      P&I Advance made by the applicable Lead Master Servicer);

provided that none of the amounts set forth in clauses (a) to (g) above shall
represent amounts received, due or advanced on or in respect of any Companion
Loan or any successor REO Loan thereto; provided, further, that the Principal
Distribution Amount for the applicable Sub-Pool or Mortgage Pool 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
deemed 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 Sub-Pool or Mortgage Pool
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 Sub-Pool or Mortgage Pool
for such Distribution Date.

            "Principal Prepayment" shall mean any voluntary payment of principal
made by the Mortgagor on a Loan that is Received in advance of its scheduled Due
Date and that is not accompanied by an amount of interest (without regard to any
Prepayment Premium or Yield Maintenance Charge that may have been collected)
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.

            "Prohibited Party": A party that is a proposed Servicing Function
Participant that the Master 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 obligations under the Exchange Act or Regulation AB with respect to the
securitization transaction contemplated by this Agreement or any other
securitization. In addition, a Prohibited Party shall be any Person identified
in writing by the Depositor to the Master Servicer, the Special Servicer or the
Trustee, as applicable, as a Person, who, to the knowledge of the Depositor, at
any point failed to comply with its obligations under the Exchange Act or
Regulation AB obligations with respect to the securitization transaction
contemplated by this Agreement or any other securitization.

            "Prohibited Transaction Exemption" shall mean Prohibited Transaction
Exemption 90-59 granted to Greenwich Capital Markets by the United States
Department of Labor, as such Prohibited Transaction Exemption may be amended
from time to time.

            "Proposed Plan" shall have the meaning assigned thereto in Section
3.18(a)(iii).

            "Prospectus" shall mean the prospectus dated April 28, 2006, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

            "Prospectus Supplement" shall mean the prospectus supplement dated
June 27, 2006, relating to the Registered Certificates.

            "Purchase Option Holders" shall have the meaning assigned thereto in
Section 3.19(b).

            "Purchase Price" shall mean, with respect to any Mortgage Loan (or
REO Property), a cash price equal to the aggregate of: (a) the outstanding
principal balance of such Mortgage Loan (or the successor REO Loan) as of the
date of purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or
the successor REO Loan) to, but not including, the Due Date in the Collection
Period of purchase (exclusive, however, of any portion of such accrued but
unpaid interest that represents Default Interest or, in the case of the ARD Loan
after its Anticipated Repayment Date, Post-ARD Additional Interest), (c) all
related unreimbursed Servicing Advances (including Advances that were reimbursed
out of general collections of the Mortgage Pool and not reimbursed by, or on
behalf of, the related Mortgagor), if any, (d) all accrued and unpaid interest,
if any, in respect of related Advances in accordance with, as applicable,
Section 3.12(b), Section 4.03(d) and/or Section 4.03A(d), and (e) in the case of
a repurchase by the applicable Mortgage Loan Seller pursuant to Section 2.03(a)
and the applicable Mortgage Loan Purchase Agreement, (i) to the extent not
otherwise included in the amount described in clause (d) of this definition, any
Special Servicing Fees, Workout Fees and other Additional Trust Fund Expenses
with respect to such Mortgage Loan (or REO Property), including any Liquidation
Fee payable because the subject repurchase occurred outside the applicable cure
period set forth in Section 2.03 with respect to the Material Document Defect or
Material Breach that gave rise to the repurchase, and (ii) to the extent not
otherwise included in the amount described in clause (c) of this definition, any
costs and expenses incurred by the Master Servicer, the Special Servicer or the
Trustee (on behalf of the Trust) in enforcing the obligation of such Person to
purchase such Mortgage Loan.

            "Qualified Bidder" shall have the meaning assigned thereto in
Section 7.01(c).

            "Qualified Institutional Buyer" or "QIB" shall mean a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act.

            "Qualified Insurer" shall mean an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant
jurisdiction.

            "Rated Final Distribution Date" shall mean, for the purposes of this
Agreement, the Distribution Date in July 2038.

            "Rating   Agency"   shall   mean   each   of  S&P   and   Moody's.
Notwithstanding  the  foregoing,  when used with respect to any Companion Loan
Securities  Rating Agency means any rating  agencies that rated such Companion
Loan Securities.

            "Rating Agency Confirmation" shall mean, with respect to any
proposed action, failure to act, or other event specified herein, prior written
confirmation by each Rating Agency that such proposed action, failure to act, or
other event will not in and of itself result in an Adverse Rating Event with
respect to any Certificates or Companion Loan Securities.

            "Realized Loss" shall mean: (1) with respect to each Loan as to
which a Final Recovery Determination has been made, or with respect to any
successor REO Loan as to which a Final Recovery Determination has been made as
to the related REO Property, an amount (not less than zero) equal to the excess,
if any, of (a) the sum of (i) the unpaid principal balance of such Loan or REO
Loan, as the case may be, as of the commencement of the Collection Period in
which the Final Recovery Determination was made, plus (ii) without taking into
account the amount described in subclause (1)(b) of this definition, all accrued
but unpaid interest on such Loan or such REO Loan, as the case may be, to but
not including the Due Date in the Collection Period in which the Final Recovery
Determination was made (exclusive, however, of any portion of such accrued but
unpaid interest that represents Default Interest and, in the case of the ARD
Loan after its Anticipated Repayment Date, Post-ARD Additional Interest), over
(b) all payments and proceeds, if any, Received in respect of such Loan or, to
the extent allocable to such REO Loan, the related REO Property, as the case may
be, during the Collection Period in which such Final Recovery Determination was
made, insofar as such payments and proceeds are allocable to interest (other
than Default Interest) on or principal of such Loan or REO Loan; (2) with
respect to each Loan as to which any portion of the principal or previously
accrued interest payable thereunder was canceled in connection with a bankruptcy
or similar proceeding involving the related Mortgagor or a modification,
extension, waiver or amendment of such Loan granted or agreed to by the Special
Servicer pursuant to Section 3.21, the amount of such principal and/or interest
(other than Default Interest and, in the case of the ARD Loan after its
Anticipated Repayment Date, Post-ARD Additional Interest) so canceled; and (3)
with respect to each Loan as to which the Mortgage Rate thereon has been
permanently reduced and not recaptured for any period in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, extension, waiver or amendment of such Loan granted or agreed to
by the Special Servicer pursuant to Section 3.21, the amount of the consequent
reduction in the interest portion of each successive Monthly Payment due thereon
(each such Realized Loss shall be deemed to have been incurred on the Due Date
for each affected Monthly Payment); provided, however, that any Loan Group shall
be deemed to be a single Loan for purposes of this definition.

            "Received" shall mean in the case of any Loan or REO Property,
received by the Master Servicer or any of its Sub-Servicers, the Special
Servicer or any of its Sub-Servicers or the Trustee, as the case may be, in any
event on behalf of the Trust.

            "Record Date" shall mean the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.

            "Recording/Filing Agent" shall have the meaning assigned thereto in
Section 2.01(c).

            "Recovered Amount" shall have the meaning assigned thereto in
Section 1.03(c).

            "Reference Rate" shall mean, with respect to any Interest Accrual
Period, the rate per annum set forth on the Reference Rate Schedule.

            "Registered Certificate" shall mean any Certificate that has been
the subject of registration under the Securities Act. As of the Closing Date,
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class
A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates are
Registered Certificates.

            "Regular Interest Certificate" shall mean any Certificate other than
a Class V Certificate, Class R-I Certificate or Class R-II Certificate.

            "Regulation AB" means 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" shall mean Regulation S under the Securities Act.

            "Regulation S Global Certificates" shall mean, with respect to any
Class of Book-Entry Non-Registered Certificates offered and sold outside of the
United States in reliance on Regulation S, one or more global Certificates,
collectively, in definitive, fully registered form without interest coupons,
each of which Certificates bears a Regulation S Legend.

            "Regulation S Legend" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the United
States in reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the date that is
40 days after the later of (a) the commencement of the offering to Persons other
than distributors in reliance on Regulation S, and (b) the date of closing of
the offering, except pursuant to an exemption from the registration requirements
of the Securities Act.

            "Regulation S Restricted Certificate": Any Certificate that is not
rated in one of the four highest generic ratings categories by a Rating Agency.


            "Reimbursement Rate" shall mean the rate per annum applicable to the
accrual of interest, compounded annually, on Servicing Advances in accordance
with Section 3.12(b) and on P&I Advances in accordance with, as applicable,
Section 4.03(d) or Section 4.03A(d), which rate per annum is equal to the Prime
Rate.

            "Release Date" shall have the meaning assigned thereto in Section
5.02(b).

            "Relevant Servicing Criteria" means the Servicing Criteria
applicable to a specific party, as set forth on Exhibit O attached hereto and as
may be amended from time to time by the parties hereto in writing due to any
change in interpretations of the requirements of Item 1122(d) of Reg AB (whether
due to interpretive guidance provided by the Commission or its staff or
otherwise). For clarification purposes, multiple parties can have responsibility
for the same Relevant Servicing Criteria. With respect to a Servicing Function
Participant engaged by the Master Servicer, the Special Servicer or the Trustee,
the term "Relevant Servicing Criteria" may refer to a portion of the Relevant
Servicing Criteria applicable to the Master Servicer, the Special Servicer or
the Trustee.

            "REMIC" shall mean a "real estate mortgage investment conduit" as
defined in Section 860D of the Code.

            "REMIC Pool" shall mean either of the Lower-Tier REMIC and/or the
Upper-Tier REMIC, as applicable.

            "REMIC Provisions" shall mean the provisions of the federal income
tax law relating to REMICs, which appear at Sections 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and proposed,
temporary and final Treasury regulations and any published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.

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

            "REO Account" shall mean either of the Pool REO Account or the
applicable Loan Group REO Account.

            "REO Acquisition" shall mean the acquisition of any REO Property
pursuant to Section 3.09.

            "REO Disposition" shall mean the sale or other disposition of any
REO Property pursuant to Section 3.19.

            "REO Extension" shall have the meaning assigned thereto in Section
3.17(a).

            "REO Loan" shall mean the mortgage loan (or, if any Loan Group is
involved, any of the mortgage loans comprising such Loan Group) deemed for
purposes hereof to be outstanding with respect to each REO Property or, with
respect to a Non-Serviced Trust Loan, the Loan deemed outstanding when the
related Mortgaged Property is acquired on behalf of the certificateholders under
the Lead PSA. Each REO Loan shall be deemed to provide for monthly payments of
principal and/or interest equal to its Assumed Monthly Payment and otherwise to
have the same terms and conditions as its predecessor Loan (such terms and
conditions to be applied without regard to the default on such predecessor Loan
and the acquisition of the related REO Property as part of the Trust Fund).

            "REO Mortgage Loan" shall mean any REO Loan that relates to a
predecessor Mortgage Loan.

            "REO Property" shall mean a Mortgaged Property acquired on behalf
and in the name of the Trustee for the benefit of the Certificateholders (or, in
the case of the Loan Group Mortgaged Properties (other than the Non-Serviced
Loan Groups, which are being serviced under the applicable Lead PSA), for the
benefit of the Certificateholders and the Companion Loan Noteholders, 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 Loan.

            "REO Revenues" shall mean all income, rents, profits and proceeds
derived from the ownership, operation or leasing of any REO Property.

            "REO Tax" shall have the meaning assigned thereto in Section
3.18(a).

            "Reportable Event" has the meaning set forth in Section 11.07.

            "Reporting Servicer" has the meaning set forth in Section 11.10.

            "Repurchased Note" shall have the meaning assigned thereto in
Section 3.29.

            "Repurchased Percentage Interest" shall have the meaning assigned
thereto in Section 3.29.

            "Repurchasing Seller" shall have the meaning assigned thereto in
Section 3.29.

            "Request for Release" shall mean a request signed by a Servicing
Officer of, as applicable, the Master Servicer in the form of Exhibit D-1
attached hereto or the Special Servicer in the form of Exhibit D-2 attached
hereto.

            "Required Appraisal" shall mean, with respect to each Required
Appraisal Loan, an appraisal of the related Mortgaged Property from an
Independent Appraiser selected by the party required or authorized to obtain
such appraisal hereunder, which appraisal shall be prepared in accordance with
12 CFR ss. 225.62 and conducted in accordance with the standards of the
Appraisal Institute or, in the case of a Required Appraisal Loan having a Stated
Principal Balance of, or in the case of a Mortgaged Property that has an
allocated loan amount of, less than $2,000,000, if no satisfactory (as
determined by the Special Servicer pursuant to Section 3.09(a)) appraisal
meeting the foregoing criteria was obtained or conducted within the prior 12
months, a "desktop" value estimate performed by the Special Servicer.

            "Required Appraisal Loan" shall mean any Serviced Loan or Serviced
Loan Group:

                  (i) that becomes a Modified Loan,

                  (ii) that is 60 days or more delinquent in respect of any
            Monthly Payment, except for a Balloon Payment,

                  (iii) such Mortgage Loan is delinquent in respect of its
            Balloon Payment, if any, for (A) 10 Business Days, beyond the date
            on which the subject Balloon Payment was due or (B) in the case of a
            Balloon Loan as to which the related Mortgagor shall have delivered
            a refinancing commitment acceptable to the Special Servicer within
            10 Business Days of the date the subject Balloon Payment was due,
            for 60 days beyond the date on which the related Mortgagor delivered
            such refinancing commitment (or for such shorter period beyond such
            date during which the refinancing is scheduled to occur); provided
            the related Mortgagor continues to make the Monthly Payments during
            such period,

                  (iv) with respect to which the related Mortgaged Property has
            become an REO Property,

                  (v) with respect to which a receiver or similar official is
            appointed and continues for 60 days in such capacity in respect of
            the related Mortgaged Property,

                  (vi) with respect to which the related Mortgagor is subject to
            a bankruptcy, insolvency or similar proceedings, which, in the case
            of an involuntary bankruptcy, insolvency or similar proceeding, has
            not been dismissed within 60 days of the commencement thereof, or

                  (vii) that remains outstanding five (5) years following any
            extension of its maturity date pursuant to Section 3.21.

Any Required Appraisal Loan (other than a Mortgage Loan that became a Required
Appraisal Loan pursuant to clause (vii) above) shall cease to be such at such
time as it has become a Corrected Loan (except if such Required Appraisal Loan
had not become a Specially Serviced Loan at the time the applicable event(s)
described in any of clauses (i) through (vii) above ceased to exist), it has
remained current for at least three (3) consecutive Monthly Payments, and no
other event described in clauses (i) through (vii) above has occurred with
respect thereto during the preceding three-month period; provided that the term
"Required Appraisal Loan" shall include any successor REO Loan(s); and provided,
further, that any Serviced Loan Group shall, upon the occurrence of any of the
events described in clauses (i) through (vii) of this definition in respect of
any Loan in such Serviced Loan Group, be deemed to be a single "Required
Appraisal Loan."

            "Required Appraisal Value" shall mean, with respect to any Mortgaged
Property securing (or REO Property relating to) a Required Appraisal Loan, an
amount equal to the sum of: (a) the excess, if any, of (i) 90% of the Appraised
Value of such Mortgaged Property (or REO Property) as determined by the most
recent Required Appraisal or any letter update of such Required Appraisal (as it
may be adjusted downward by the Special Servicer in accordance with the
Servicing Standard (without implying any duty to do so) based upon its review of
the Appraisal or estimate and such other information as it may deem
appropriate), over (ii) the amount of any obligations secured by liens on such
Mortgaged Property (or REO Property) that are prior to the lien of the related
Required Appraisal Loan; plus (b) the amount of Escrow Payments and Reserve
Funds held by the Master Servicer in respect of such Required Appraisal Loan
that (i) are not being held in respect of any real estate taxes and assessments,
insurance premiums or, if applicable, ground rents, (ii) are not otherwise
scheduled to be applied or utilized (except to pay debt service on such Required
Appraisal Loan) within the twelve-month period following the date of
determination and (iii) may be applied towards the reduction of the principal
balance of such Required Appraisal Loan; plus (c) the amount of any letter of
credit constituting additional security for such Required Appraisal Loan and
that may be applied towards the reduction of the principal balance of such
Required Appraisal Loan.

            "Reserve Account" shall mean any account established by the Master
Servicer, pursuant to Section 3.03(d), as to which Reserve Funds shall be
deposited.

            "Reserve Funds" shall mean, with respect to any Serviced Loan, any
amounts delivered by the related Mortgagor to be held by or on behalf of the
mortgagee representing reserves for repairs, capital improvements and/or
environmental remediation in respect of the related Mortgaged Property or debt
service on such Loan.

            "Residual Interest Certificate" shall mean a Class R-I or Class R-II
Certificate.

            "Responsible Officer" shall mean, with respect to the Trustee, any
Vice President, any Assistant Vice President, any Trust Officer, any Assistant
Secretary or any other officer of the Trustee's Global Securities and Trust
Services Group customarily performing functions similar to those performed by
any of the above designated officers and having direct responsibility for the
administration of this Agreement.

            "Review Package" shall mean a package of documents consisting of a
memorandum outlining the analysis and recommendation (in accordance with the
Servicing Standard) of the Master Servicer or the Special Servicer, as the case
may be, with respect to the matters that are the subject thereof, and copies of
all relevant documentation.

            "Rule 144A Global Certificate" shall mean, with respect to any Class
of Book-Entry Non-Registered Certificates, one or collectively more global
certificates representing such Class registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, none
of which certificates bears a Regulation S Legend, and each of which
certificates has a Rule 144A CUSIP number.

            "S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. or its successor in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the Trustee, the Master Servicer and the Special Servicer, and
specific ratings of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

            "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" shall have the meaning assigned to
such term in Section 11.05(a)(iv).

            "Securities Act" shall mean the Securities Act of 1933, as amended.

            "Service(s)(ing)" means, 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 Companion Loan" shall mean each of the Investcorp Retail
Portfolio Pari Passu Companion Loan, the JP Morgan International Plaza I & II
Subordinate Companion Loan, the Montehiedra Town Center Pari Passu Companion
Loan, if any, the Nemours Building Subordinate Companion Loan, the Towns of
Riverside Subordinate Companion Loan and the Lackland Self Storage Subordinate
Companion Loan.

            "Serviced Loan" shall mean any Loan (including a Specially Serviced
Loan, but excluding an REO Loan) that is, as contemplated by Section 3.01, to be
serviced and administered by the Master Servicer and/or the Special Servicer
hereunder, which includes the Mortgage Loans (other than the Non-Serviced Trust
Loans) and the Companion Loans (other than the Non-Serviced Companion Loans).

            "Serviced Loan Group" shall mean each of the Investcorp Retail
Portfolio Loan Group, the Montehiedra Town Center Loan Group, the Tier 1 Loan
Groups, the Tier 2 Loan Groups and the Tier 3 Loan Groups.

            "Serviced Loan Group Trust Mortgage Loan" shall mean the Investcorp
Retail Portfolio Trust Loan, the JP Morgan International Plaza I & II Trust
Loan, the Montehiedra Town Center Trust Loan, the Nemours Building Trust Loan,
the Towns of Riverside Trust Loan and the Lackland Self Storage Trust Loan.

            "Serviced Pari Passu Companion Loan" shall mean the Investcorp
Retail Portfolio Pari Passu Companion Loan and the Montehiedra Town Center Pari
Passu Companion Loan.

            "Servicer Fee Amount" shall mean: (a) with respect to each
Sub-Servicer, as of any date of determination, the aggregate of the products
obtained by multiplying, for each Serviced Loan primary serviced by such
Sub-Servicer, (i) the principal balance of such Loan as of the end of the
immediately preceding Collection Period and (ii) the sub-servicing fee rate
specified in the related Sub-Servicing Agreement for such Loan; and (b) with
respect to the Master Servicer, as of any date of determination, the aggregate
of the products obtained by multiplying, for each Serviced Loan and the
Non-Serviced Trust Loans, (i) the principal balance of such Loan or the
Non-Serviced Trust Loans, as applicable, as of the end of the immediately
preceding Collection Period and (ii) the excess, if any, of the Master Servicing
Fee Rate for such Loan or the Non-Serviced Trust Loans, as applicable, over the
sub-servicing fee rate (if any) applicable to such Loan, as specified in any
Sub-Servicing Agreement related to such Loan and any Broker Strip applicable to
such Loan.

            "Servicer Reports" shall mean each of the files and reports
comprising the CMSA Investor Reporting Package (excluding the CMSA Bond Level
File, the CMSA Collateral Summary File and CMSA Reconciliation of Funds).

            "Servicing Account" shall have the meaning assigned thereto in
Section 3.03(a).

            "Servicing Advances" shall mean all customary, reasonable and
necessary "out of pocket" costs and expenses (including attorneys' fees and fees
and expenses of real estate brokers) incurred by the Master Servicer, the
Special Servicer or the Trustee in connection with the servicing and
administration of a Serviced Loan, if a default is imminent thereunder or a
default, delinquency or other unanticipated event has occurred with respect
thereto, or in connection with the administration of any REO Property,
including, but not limited to, the cost of (a) compliance with the obligations
of the Master Servicer, the Special Servicer or the Trustee, if any, set forth
in Section 3.03(c), (b) the preservation, insurance, restoration, protection and
management of a Mortgaged Property, including the cost of any "forced placed"
insurance policy purchased by the Master Servicer to the extent such cost is
allocable to a particular Mortgaged Property that the Master Servicer or the
Special Servicer is required to cause to be insured pursuant to Section 3.07(a),
(c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds, (d) any enforcement or judicial proceedings with respect to a
Mortgaged Property, including foreclosures, (e) any Required Appraisal or any
other appraisal or update thereof expressly permitted or required to be obtained
hereunder, (f) the operation, management, maintenance and liquidation of any REO
Property, (g) obtaining any related ratings confirmation and (h) the Master
Servicer, Special Servicer or Trustee fulfilling its obligations under Section
2.03; provided that, notwithstanding anything to the contrary, "Servicing
Advances" shall not include allocable overhead of the Master Servicer, the
Special Servicer or the Trustee, 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 any Loan or REO Property pursuant
to any provision of this Agreement, or the applicable Co-Lender Agreement.

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

            "Servicing Fees" shall mean with respect to each Serviced Loan and
the Non-Serviced Trust Loans (and any successor REO Loan with respect thereto),
the Master Servicing Fee and the Special Servicing Fee.

            "Servicing File" shall mean, (i) with respect to each Serviced Loan,
collectively, any and all documents (other than documents required to be part of
the related Mortgage File) in the possession of the Master Servicer or the
Special Servicer and relating to the servicing of any Serviced Loan, including
any original letter of credit (together with any transfer or assignment
documents related thereto), any franchise agreement and any franchise comfort
letter (together with any transfer or assignment documents relating thereto),
appraisals, surveys, engineering reports, environmental reports, opinion letters
of counsel to a related Mortgagor, escrow agreements and property management
agreements and (ii) with respect to each Non-Serviced Trust Loan, a copy of the
related Mortgage Note (and all intervening endorsements), the applicable Lead
PSA, the applicable Co-Lender Agreement and appraisal shall be sufficient for
the applicable Servicing File.

            "Servicing Function Participant" means any Person, other than the
Master 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 by unpaid principal balance
calculated in accordance with the provisions of Regulation AB.

            "Servicing Officer" shall mean any officer or employee of the Master
Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the Serviced Loans, whose name and specimen
signature appear on a list of servicing officers furnished by such party to the
Trustee and the Depositor on the Closing Date, as such list may be amended from
time to time.

            "Servicing-Released Bid" shall have the meaning assigned thereto in
Section 7.01(c).

            "Servicing-Retained Bid" shall have the meaning assigned thereto in
Section 7.01(c).

            "Servicing Standard" shall mean, with respect to the Master Servicer
or the Special Servicer, to service and administer the Serviced Loans and any
REO Properties that such party is obligated to service and administer pursuant
to this Agreement: (i) in accordance with the higher of the following standards
of care: (A) the same manner in which, and with the same care, skill, prudence
and diligence with which, the Master Servicer or the Special Servicer, as the
case may be, services and administers comparable mortgage loans with similar
borrowers and comparable REO properties for other third-party portfolios (giving
due consideration to the customary and usual standards of practice of prudent
institutional commercial mortgage lenders servicing their own mortgage loans and
REO properties), and (B) the same manner in which, and with the same care,
skill, prudence and diligence with which, the Master Servicer or the Special
Servicer, as the case may be, services and administers comparable mortgage loans
owned by the Master Servicer or the Special Servicer, as the case may be, in
either case exercising reasonable business judgment and acting in accordance
with applicable law, the terms of this Agreement and the terms of the respective
Serviced Loans; (ii) with a view to: the timely recovery of all payments of
principal and interest, including Balloon Payments, under the Serviced Loans or,
in the case of any such Serviced Loan that is (1) a Specially Serviced Loan or
(2) a Serviced Loan as to which the related Mortgaged Property has become an REO
Property, the maximization of recovery on the Mortgage Loan to the
Certificateholders (as a collective whole) (or, if any Loan Group is involved,
with a view to the maximization of recovery on such Loan Group to the
Certificateholders and the related Companion Loan Noteholders (as a collective
whole) (it being understood that the interest of any Subordinate Companion Loan
is a subordinate interest, subject to the terms and conditions of the related
Co-Lender Agreement)) of principal and interest, including Balloon Payments, on
a present value basis (the relevant discounting of anticipated collections that
will be distributable to the Certificateholders (or, in the case of any Loan
Group, to the Certificateholders and the related Companion Noteholders) to be
performed at the related Mortgage Rate (or, in the case of any Loan Group, at
the weighted average of the Mortgage Rates for such Loan Group)), in the case of
the ARD Loan or related REO Loan after its Anticipated Repayment Date, net of
the related Additional Interest Rate; and (iii) without regard to (A) any
relationship, including as lender on any other debt, that the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof, may have
with any of the related Mortgagors, or any Affiliate thereof, or any other party
to this Agreement; (B) the ownership of any Certificate (or any Companion Loan
or any certificate backed by a Companion Loan or any Mezzanine Loan) by the
Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof; (C) the obligation of the Master Servicer or the Special Servicer, as
the case may be, to make Advances; (D) the right of the Master Servicer or the
Special Servicer, as the case may be, or any Affiliate of either of them, to
receive compensation or reimbursement of costs hereunder generally or with
respect to any particular transaction; and (E) the ownership, servicing or
management for others of any other mortgage loan or real property not subject to
this Agreement by the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate thereof.

            "Servicing Transfer Event" shall mean, with respect to any Serviced
Loan, the occurrence of any of the events described in clauses (a) through (h)
of the definition of "Specially Serviced Loan," except in the case of a Loan
Group, if the related Subordinate Companion Loan Noteholder is exercising its
cure rights under the related Co-Lender Agreement.

            "Similar Law" shall have the meaning assigned thereto in Section
5.02(c).

            "Single Certificate" shall mean, for purposes of Section 4.02, a
hypothetical Regular Interest Certificate evidencing an initial $1,000
denomination.

            "Single Purpose Entity" shall mean an entity, other than an
individual, whose organizational documents and/or the related Loan documents
provide substantially to the effect that: (i) it was formed or organized solely
for the purpose of either owning and operating the Mortgaged Property or
Properties securing one or more Loans, or owning and pledging Defeasance
Collateral in connection with the defeasance of a Defeasance Loan, as the case
may be, (ii) it may not engage in any business unrelated to such Mortgaged
Property or Properties or such Defeasance Collateral, as the case may be, (iii)
it will not have any assets other than those related to its interest in and
operation of such Mortgaged Property or such Defeasance Collateral, as the case
may be, (iv) it may not incur indebtedness other than incidental to its
ownership and operation of the applicable Mortgaged Property or Properties or
Defeasance Collateral, as the case may be, (v) it will maintain its own books
and records and accounts separate and apart from any other Person, (vi) it will
hold itself out as a legal entity, separate and apart from any other Person, and
(vii) in the case of such an entity whose sole purpose is owning or operating a
Mortgaged Property, it will have an independent director or, if such entity is a
partnership or a limited liability company, at least one general partner or
limited liability company member thereof, as applicable, which shall itself be a
"single purpose entity" (having as its sole asset its interest in the Single
Purpose Entity) with an independent director.

            "Special Servicer" shall mean LNR Partners, Inc., in its capacity as
special servicer hereunder, or any successor special servicer appointed as
herein provided.

            "Special Servicing Fee" shall mean, with respect to each Specially
Serviced Loan and each REO Loan, (excluding any Non-Serviced Trust Loan that has
become an REO Loan) the fee designated as such in, and payable to the Special
Servicer pursuant to, Section 3.11(b).

            "Special Servicing Fee Rate" shall mean, with respect to each
Specially Serviced Loan and each REO Loan (excluding an REO Loan that
corresponds to a Non-Serviced Trust Loan), 0.25% per annum.

            "Specially Serviced Loan" shall mean any Serviced Loan as to which
any of the following events has occurred:

            (a) the related Mortgagor has failed to make when due any Monthly
      Payment (including a Balloon Payment), which failure continues, or the
      Master Servicer or Special Servicer (in the case of the Special Servicer,
      with the consent of the applicable Directing Holder, subject to Section
      6.11) determines, in its reasonable, good faith judgment, will continue,
      unremedied (without regard to any grace period) (i) except in the case of
      a Balloon Loan delinquent in respect of its Balloon Payment, for 60 days
      beyond the date on which the subject payment was due, or (ii) solely in
      the case of a delinquent Balloon Payment, (A) for 10 Business Days beyond
      the date on which the subject Balloon Payment was due or (B) in the case
      of a Balloon Loan as to which the related Mortgagor shall have delivered a
      refinancing commitment acceptable to the Special Servicer within 10
      Business Days of the date the subject Balloon Payment was due, for 60 days
      beyond the date on which the related Mortgagor delivered such refinancing
      commitment (or for such shorter period beyond such date during which the
      refinancing is scheduled to occur; provided the related Mortgagor
      continues to make the Monthly Payments during such period);

            (b) the Master Servicer or Special Servicer (in the case of the
      Special Servicer, with the consent of the applicable Directing Holder,
      subject to Section 6.11) shall have determined in accordance with the
      Servicing Standard, based on communications with the related Mortgagor,
      that a default in the making of a Monthly Payment on such Serviced Loan,
      including a Balloon Payment, is likely to occur and is likely to remain
      unremedied (without regard to any grace period) for at least the
      applicable period contemplated by clause (a) of this definition; or

            (c) there shall have occurred a default (other than as described in
      clause (a) above and other than an Acceptable Insurance Default) that (i)
      in the judgment of the Master Servicer or the Special Servicer (in the
      case of the Special Servicer, with the consent of the applicable Directing
      Holder, subject to Section 6.11) materially impairs the value of the
      related Mortgaged Property as security for such Serviced Loan or otherwise
      materially adversely affects the interests of Certificateholders (or, in
      the case of any Companion Loan, the related Companion Loan Noteholders),
      and (ii) continues unremedied for the applicable grace period under the
      terms of such Serviced Loan (or, if no grace period is specified and the
      default is capable of being cured, for 30 days); provided that any default
      that results in acceleration of the related Mortgage Loan without the
      application of any grace period under the related Mortgage Loan documents
      shall be deemed not to have a grace period; and provided, further, that
      any default requiring a Servicing Advance shall be deemed to materially
      and adversely affect the interests of Certificateholders or, in the case
      of any Companion Loan, the related Companion Loan Noteholders; or

            (d) the Master Servicer or the Special Servicer (in the case of the
      Special Servicer, with the consent of the applicable Directing Holder,
      subject to Section 6.11) has determined that (i) a default (other than as
      described in clause (b) of this definition) under the Loan is imminent,
      (ii) such default will materially impair the value of the related
      Mortgaged Property as security for such Serviced Loan or otherwise
      materially adversely affects the interests of Certificateholders (or, in
      the case of any Companion Loan, the related Companion Loan Noteholders),
      and (iii) the default is likely to continue unremedied for the applicable
      grace period under the terms of such Serviced Loan (or, if no grace period
      is specified and the default is capable of being cured, for 30 days);
      provided that any default that results in acceleration of the related
      Mortgage Loan without the application of any grace period under the
      related Mortgage Loan documents shall be deemed not to have a grace
      period; and provided, further, that any determination that a Servicing
      Transfer Event has occurred under this clause (d) with respect to any
      Mortgage Loan solely by reason of the failure of the related Mortgagor to
      maintain or cause to be maintained insurance coverage against damages or
      losses arising from acts of terrorism may only be made by the Special
      Servicer and will be subject to Section 6.11, and the second paragraph of
      Section 3.07(a); or

            (e) 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 or 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,
      shall have been entered against the related Mortgagor and such decree or
      order shall have remained in force and not dismissed for a period of 60
      days; or

            (f) 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

            (g) 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

            (h) the Master Servicer shall have received notice of the
      commencement of foreclosure or similar proceedings with respect to the
      related Mortgaged Property;

provided, however, that a Serviced Loan will cease to be a Specially Serviced
Loan, (i) when a Liquidation Event has occurred with respect to such Serviced
Loan, (ii) when the related Mortgaged Property has become an REO Property or, so
long as at such time no circumstance identified in clauses (a) through (h) above
exists that would cause the Serviced Loan to continue to be characterized as a
Specially Serviced Loan, or (iii) when:

            (w) with respect to the circumstances described in clause (a) of
this definition, the related Mortgagor has made three consecutive full and
timely Monthly Payments under the terms of such Serviced Loan (as such terms may
be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or by reason of a modification, extension,
waiver or amendment granted or agreed to by the Master Servicer or the Special
Servicer pursuant to Section 3.21);

            (x) with respect to the circumstances described in clauses (b), (d),
(e), (f) and (g) of this definition, such circumstances cease to exist in the
good faith, reasonable judgment of the Special Servicer, but, with respect to
any bankruptcy or insolvency proceedings described in clauses (e), (f) and (g),
no later than the entry of an order or decree dismissing such proceeding;

            (y) with respect to the circumstances described in clause (c) of
this definition, such default is cured as determined by the Special Servicer in
its reasonable, good faith judgment; and

            (z) with respect to the circumstances described in clause (h) of
this definition, such proceedings are terminated.

            The Special Servicer may conclusively rely on the Master Servicer's
determination and the Master Servicer may conclusively rely on the Special
Servicer's determination as to whether a Servicing Transfer Event has occurred
giving rise to a Serviced Loan's becoming a Specially Serviced Loan. If any
Serviced Loan that is part of any Loan Group becomes a Specially Serviced Loan,
then each other Serviced Loan in the Loan Group shall also become a Specially
Serviced Loan.

            "Startup Day" shall mean, with respect to each REMIC Pool, the day
designated as such in Section 10.01(c).

            "Stated Maturity Date" shall mean, with respect to any Loan, the Due
Date specified in the related Mortgage Note (as in effect on the Closing Date)
on which the last payment of principal is due and payable under the terms of
such Mortgage Note (as in effect on the Closing Date), without regard to any
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such Loan granted or agreed to by the Special Servicer
pursuant to Section 3.21 and, in the case of the ARD Loan, without regard to its
Anticipated Repayment Date.

            "Stated Principal Balance" shall mean: (a) with respect to any
Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), the
Cut off Date Balance of such Mortgage Loan, as permanently reduced on each
Distribution Date (to not less than zero) by (i) any principal payments (whether
received or advanced) or other collections in respect of such Mortgage Loan that
were identified and applied as a recovery of principal for such Mortgage Loan
(or any such successor REO Mortgage Loan with respect thereto) during the
related Collection Period and (ii) the principal portion of any Realized Loss
incurred in respect of such Mortgage Loan (or, if such Mortgage Loan is part of
a Loan Group, any Realized Loss incurred in respect of such Loan Group and
allocated to such Mortgage Loan) (or any such successor REO Mortgage Loan with
respect thereto) during the related Collection Period; and (b) with respect to
any Serviced Companion Loan (and any successor REO Loan with respect thereto),
the Cut off Date Balance of such Loan, as permanently reduced on each Loan Group
Remittance Date (to not less than zero) by (i) any principal payments (whether
received or advanced) or other collections in respect of such Loan that were
identified and applied as a recovery of principal for such Loan (or any such
successor REO Loan with respect thereto) during the related Collection Period,
and (ii) the principal portion of any Realized Loss incurred in respect of the
related Loan Group and allocated to such Loan (or any such successor REO Loan
with respect thereto) during the related Collection Period.

            Other than for purposes of determining the Weighted Average Net
Mortgage Rate, the Stated Principal Balance of the Mortgage Pool will not be
reduced by the amount of any principal collections from the Mortgage Pool that
were used to reimburse a Workout-Delayed Reimbursement Amount pursuant to
Section 3.05(a)(vii), unless the corresponding Advance was determined to be a
Nonrecoverable Advance.

            Notwithstanding the foregoing, if a Liquidation Event or Final
Recovery Determination occurs in respect of any Loan or REO Property, then the
"Stated Principal Balance" of such Loan or of the related REO Loan, as the case
may be, shall be zero commencing as of the Distribution Date in the Collection
Period next following the Collection Period in which such Liquidation Event
occurred.

            "Sub-Pool" shall mean either of Sub-Pool 1 or Sub-Pool 2.

            "Sub-Pool 1" shall mean collectively, all of the Mortgage Loans that
are identified on the Mortgage Loan Schedule as belonging to Sub-Pool 1 and any
successor REO Loans with respect thereto.

            "Sub-Pool 1 Available Distribution Amount" shall mean with respect
to any Distribution Date, that portion, if any, of the Available Distribution
Amount attributable to collections Received on the Mortgage Loans in Sub-Pool 1.

            "Sub-Pool 1 Principal Distribution Amount" shall mean with respect
to any Distribution Date, that portion, if any, of the Adjusted Principal
Distribution Amount attributable to collections Received on the Mortgage Loans
in Sub-Pool 1.

            "Sub-Pool 2" shall mean collectively, all of the Mortgage Loans that
are identified on the Mortgage Loan Schedule as belonging to Sub-Pool 2 and any
successor REO Loans with respect thereto.

            "Sub-Pool 2 Available Distribution Amount" shall mean with respect
to any Distribution Date, that portion, if any, of the Available Distribution
Amount attributable to collections Received on the Mortgage Loans in Sub-Pool 2.

            "Sub-Pool 2 Principal Distribution Amount" shall mean with respect
to any Distribution Date, that portion, if any, of the Adjusted Principal
Distribution Amount attributable to collections Received on the Mortgage Loans
in Sub-Pool 2.

            "Sub-Servicer" means any person that Services Mortgage Loan(s) on
behalf of the Master Servicer, the Special Servicer or an Additional Servicer
and is responsible for the performance (whether directly or through
Sub-Servicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Master Servicer, the Special
Servicer or an Additional Servicer under this Agreement, with respect to some or
all of the Mortgage Loans, that are identified in the Servicing Criteria.

            "Sub-Servicing Agreement" shall mean the written contract between
the Master Servicer or the Special Servicer, on the one hand, and the Primary
Servicer or any Sub-Servicer, on the other hand, relating to servicing and
administration of Serviced Loans as provided in Section 3.23.

            "Subcontractor" means any vendor, subcontractor or other Person that
is not responsible for the overall servicing of Mortgage Loans but performs one
or more discrete functions of the Servicing Criteria with respect to Mortgage
Loans under the direction or authority of the Master Servicer, the Special
Servicer, the Trustee, an Additional Servicer, or a Sub-Servicer.

            "Subordinate Companion Loan" shall have the meaning assigned thereto
in the Preliminary Statement.

            "Subordinate Companion Loan Noteholder" shall mean, with respect to
any Loan Group with a Subordinate Companion Loan, the Holder of the Mortgage
Note for such Subordinate Companion Loan.

            "Subsequent Master Servicer" shall mean the master servicer under
any Subsequent PSA.

            "Subsequent PSA" shall mean any "pooling and servicing agreement"
entered into in connection with a securitization of any Pari Passu Companion
Loan where the servicing of such Companion Loan is performed under this
Agreement or a Lead PSA.

            "Subsequent Trustee" shall mean the trustee under any Subsequent
PSA.

            "Successful Bidder" shall have the meaning assigned thereto in
Section 7.01(c).

            "Supplemental Servicer Schedule": With respect to the Loans to be
serviced by the Master Servicer, a list attached hereto as Schedule VI, which
list sets forth the following information with respect to each Loan:

                  (i) the Mortgagor's name;

                  (ii) property type;

                  (iii) the revised rate with respect to the ARD Loan;

                  (iv) the original balance;

                  (v) the original and remaining amortization term;

                  (vi) whether such Mortgage Loan has a guarantor;

                  (vii) whether such Mortgage Loan is secured by a letter of
            credit;

                  (viii) the current balance and monthly amount of any reserve
            or escrowed funds;

                  (ix) the grace period with respect to both default interest
            and late payment charges;

                  (x) whether such Mortgage Loan is insured by RVI, lease
            enhancement policy or environmental policies;

                  (xi) whether an operation and maintenance plan exists and, if
            so, what repairs are required;

                  (xii) whether a cash management agreement or lock-box
            agreement is in place; and

                  (xiii) the number of units, pads, rooms or square feet of the
            Mortgaged Property.

Such list may be in the form of more than one list, collectively setting forth
all of the information required.

            "Tax Administrator" shall mean any tax administrator appointed
pursuant to Section 8.13 (or, in the absence of any such appointment, the
Trustee).

            "Tax Matters Person" shall mean, with respect to each REMIC Pool,
the Person designated as the "tax matters person" of such REMIC Pool in the
manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury
Regulations Section 301.6231(a)(7)-1, which Person shall be the Plurality
Residual Interest Certificateholder in respect of the related Class of Residual
Interest Certificates.

            "Tax Returns" shall mean the federal income tax return 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 REMIC Pool 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 the Grantor Trust Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the IRS under any applicable provisions of
federal tax law or any other governmental taxing authority under applicable
state and local tax law.

            "Tier 1 Loan Group" shall mean the JP Morgan International Plaza I &
II Loan Group.

            "Tier 2 Loan Group" shall mean each of the Nemours Building Loan
Group and the Lackland Self Storage Loan Group.

            "Tier 3 Loan Group" shall mean the Towns of Riverside Loan Group.

            "Total Principal Reinstatement Amount" shall mean, with respect to
any Distribution Date, an amount (to be calculated by the Trustee immediately
following, and after taking into account, all distributions to be made with
respect to the Certificates on such Distribution Date) equal to the least of:
(1) the Additional Principal Distribution Amount for the subject Distribution
Date; (2) the amount, if any, by which (a) the aggregate Stated Principal
Balance of the Mortgage Pool that will be outstanding immediately following the
subject Distribution Date, exceeds (b) the aggregate of the Class Principal
Balances of all the Classes of Principal Balance Certificates (after taking into
account the distributions made with respect to the Certificates on such
Distribution Date, but prior to any adjustments to any of those Classes of
Principal Balance Certificates pursuant to Section 4.04 or Section 4.05); and
(3) the aggregate Loss Reimbursement Amount in respect of the Principal Balance
Certificates for the subject Distribution Date (reduced by all distributions
made with respect to the Principal Balance Certificates in reimbursement of such
aggregate Loss Reimbursement Amount on the subject Distribution Date).

            "Towns of Riverside Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Towns of Riverside Subordinate Companion Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "Towns of Riverside Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

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

            "Transfer Affidavit and Agreement" shall have the meaning assigned
thereto in Section 5.02(d)(i)(B).

            "Transfer Date" shall have the meaning assigned thereto in Section
5.02(b).

            "Transferee" shall mean any Person who is acquiring, by Transfer,
any Ownership Interest in a Certificate.

            "Transferor" shall mean any Person who is disposing of, by Transfer,
any Ownership Interest in a Certificate.

            "Trust" shall mean the common law trust created hereunder.

            "Trust Fund" shall mean, collectively, all of the assets of the
Lower-Tier REMIC, the Upper-Tier REMIC and the Grantor Trust.

            "Trustee" shall mean LaSalle Bank National Association, in its
capacity as trustee hereunder, or any successor trustee appointed as herein
provided.

            "Trustee Fee" shall mean, with respect to each Distribution Date, an
amount equal to one-twelfth of the product of (i) the Trustee Fee Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately prior to such Distribution Date.

            "Trustee Fee Rate" shall mean 0.00059% per annum.

            "Trustee Liability" shall have the meaning assigned thereto in
Section 8.05(b).

            "UCC" shall mean the Uniform Commercial Code in effect in the
applicable jurisdiction.

            "UCC Financing Statement" shall mean a financing statement executed
(if required by the UCC) and filed pursuant to the UCC.

            "Uncertificated Lower-Tier Interest" shall mean each separate
non-certificated beneficial ownership interest in the Lower-Tier REMIC issued
hereunder and designated as a "regular interest" in the Lower-Tier REMIC. Each
Uncertificated Lower-Tier Interest shall accrue interest at the Weighted Average
Net Mortgage Rate, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective Uncertificated Lower-Tier Interests
are set forth in the Preliminary Statement hereto.

            "Uncertificated Principal Balance" shall mean the principal balance
of any Uncertificated Lower-Tier Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance of
each Uncertificated Lower-Tier Interest shall equal the amount set forth in the
Preliminary Statement hereto. On each Distribution Date, the Uncertificated
Principal Balance of each Uncertificated Lower-Tier Interest shall be
permanently reduced by all distributions of principal deemed to have been made
thereon on such Distribution Date pursuant to Section 4.01(i), and shall be
further permanently reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(b).

            "Underwriters" shall mean Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Wachovia Capital Markets, LLC,
and their respective successors in interest.


            "Unfunded Principal Balance Reduction" shall mean any reduction made
in the Class Principal Balance of any Class of Principal Balance Certificates
pursuant to Section 4.04(a) or the Uncertificated Principal Balance of any
Uncertificated Lower-Tier Interest pursuant to Section 4.04(b).

            "United States Securities Person" shall mean any "U.S. person" as
defined in Rule 902(k) of Regulation S.

            "United States Tax Person" shall mean a "United States person"
within the meaning of Section 7701(a)(30) of the Code.

            "Unliquidated Advance" shall mean any Advance previously made by a
party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other,
as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (ii)
and (vi) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the Loan or REO Property in
respect of which the Advance was made.

            "Upper-Tier Distribution Account" shall mean the subaccount 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.

            "Voting Rights" shall mean the portion of the voting rights of all
of the Certificates that is allocated to any Certificate. At all times during
the term of this Agreement, 99% of the Voting Rights shall be allocated among
the Holders of the various Classes of the Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, and
1% of the Voting Rights shall be allocated to the Holders of the Class X
Certificates. 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. No Voting Rights shall be
allocated to the Class V, Class R-I or Class R-II Certificates.

            "Weighted Average Net Mortgage Rate" shall mean, with respect to any
Distribution Date, the weighted average of the Net Mortgage Rates of the
Mortgage Loans as of the first day of the related Collection Period, weighted on
the basis of their respective Stated Principal Balances as of the first day of
such Collection Period (after giving effect to any payments received during any
applicable grace period).

            "Workout-Delayed Reimbursement Amounts" shall mean 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 Loan, together with (to the extent accrued and unpaid) interest on
such Advances, to the extent that (i) such Advance 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 Loan and (ii) the amount of such Advance
becomes an obligation of the Mortgagor to pay such amount under the terms of the
modified Mortgage Loan documents.

            "Workout Fee" shall mean the fee designated as such in, and payable
to the Special Servicer with respect to certain collections on each Corrected
Loan pursuant to, Section 3.11(b).

            "Workout Fee Rate" shall mean, with respect to each Corrected Loan
as to which a Workout Fee is payable, 1.0%.

            "Yield Maintenance Charge" shall mean the payments paid or payable,
as the context requires, as the result of a Principal Prepayment on, or other
early collection of principal of, a Loan, which payments are not otherwise due
thereon in respect of principal or interest and have been calculated (based on
scheduled payments of interest and/or principal on such Loan) to compensate the
Holder for reinvestment losses based on the value of an interest rate index at
or near the time of prepayment. Any other prepayment premiums, penalties and
fees not so calculated will not be considered "Yield Maintenance Charges." In
the event that a Yield Maintenance Charge shall become due for any particular
Loan, the Master Servicer shall be required to follow the terms and provisions
contained in the applicable Mortgage Note, provided, however, in the event the
particular Mortgage Note shall not specify the U.S. Treasuries which shall be
used in determining the discount rate or the reinvestment yield to be applied in
such calculation, the Master Servicer shall be required to use those U.S.
Treasuries which shall generate the lowest discount rate or reinvestment yield
for the purposes thereof. Accordingly, if either no U.S. Treasury issue, or more
than one U.S. Treasury issue, shall coincide with the term over which the Yield
Maintenance Charge shall be calculated (which depending on the applicable
Mortgage Note is based on the remaining average life of the Loan or the actual
term remaining through the related Stated Maturity Date), the Master Servicer
shall use the applicable U.S. Treasury whose reinvestment yield is the lowest,
with such yield being based on the bid price for such issue as published in The
Wall Street Journal on the date that is 14 days prior to the date that the Yield
Maintenance Charge shall become due and payable (or, if such bid price is not
published on that date, the next preceding date on which such bid price is so
published) and converted to a monthly compounded nominal yield. The monthly
compounded nominal yield ("MEY") is derived from the reinvestment yield or
discount rate and shall be defined as MEY = (12 X [{(1+ "BEY"/2) ^1/6}-1]) X
100, where BEY is defined as the U.S. Treasury Reinvestment Yield which is in
decimal form and not in percentage, and 1/6 is the exponential power to which a
portion of the equation is raised. For example, using a BEY of 5.50%, the MEY =
(12 X [{(1+ .055/2) ^ 0.16667}- 1]) X 100 where .055 is the decimal version of
the percentage 5.5% and 0.16667 is the decimal version of the exponential power.
The MEY in the above calculation is 5.44%.

            Section 1.02 General Interpretive Principles.

            For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

                  (i) the terms defined in this Agreement include the plural as
            well as the singular, and the use of any gender herein shall be
            deemed to include the other gender;

                  (ii) accounting terms not otherwise defined herein have the
            meanings assigned to them in accordance with GAAP;

                  (iii) references herein to "Articles," "Sections,"
            "Subsections," "Paragraphs" and other subdivisions without reference
            to a document are to designated Articles, Sections, Subsections,
            Paragraphs and other subdivisions of this Agreement;

                  (iv) a reference to a Subsection without further reference to
            a Section is a reference to such Subsection as contained in the same
            Section in which the reference appears, and this rule shall also
            apply to Paragraphs and other subdivisions;

                  (v) the words "herein," "hereof," "hereunder," "hereto,"
            "hereby" and other words of similar import refer to this Agreement
            as a whole and not to any particular provision; and

                  (vi) the terms "include" or "including" shall mean without
            limitation by reason of enumeration.

            Section 1.03 Certain Adjustments to the Principal Distributions on
the Certificates.

            (a) If any party hereto is reimbursed out of general collections on
      the Mortgage Pool on deposit in the Pool Custodial Account for any
      unreimbursed Advances that have been or are determined to be
      Nonrecoverable Advances (together with interest accrued and payable
      thereon pursuant to Section 3.12(b) or Section 4.03(d), as applicable, to
      the extent such interest was paid hereunder from a source other than
      Default Charges Received by the Trust on the Mortgage Pool), then (for
      purposes of calculating distributions on the Certificates) each such
      reimbursement and payment of interest shall be deemed to have been made:

                  (i) first, out of any amounts then on deposit in the Pool
            Custodial Account that represent payments or other collections of
            principal Received by the Trust with respect to the Sub-Pool to
            which such Mortgage Loan generating the Nonrecoverable Advance
            belongs that, but for their application to reimburse a
            Nonrecoverable Advance and/or to pay interest thereon, would be
            included in the Available Distribution Amount for the related
            Distribution Date;

                  (ii) second, out of any amounts representing payments or other
            collections of principal Received by the Trust with respect to the
            other Sub-Pool that, but for their application to reimburse a
            Nonrecoverable Advance and/or to pay interest thereon, would be
            included in the Available Distribution Amount for any subsequent
            Distribution Date;

                  (iii) third, out of any amounts then on deposit in the Pool
            Custodial Account that represent any other payments or other
            collections Received by the Trust with respect to the Sub-Pool to
            which such Mortgage Loan generating the Nonrecoverable Advance
            belongs that, but for their application to reimburse a
            Nonrecoverable Advance and/or to pay interest thereon, would be
            included in the Available Distribution Amount for the related
            Distribution Date;

                  (iv) fourth, out of any amounts representing any other
            payments or other collections Received by the Trust with respect to
            the other Sub-Pool that, but for their application to reimburse a
            Nonrecoverable Advance and/or to pay interest thereon, would be
            included in the Available Distribution Amount for any subsequent
            Distribution Date; and

                  (v) fifth, out of any other amounts then on deposit in the
            Pool Custodial Account that may be available to reimburse the
            subject Nonrecoverable Advance and/or to pay interest thereon.

            (b) If and to the extent that any payment or other collection of
      principal of any Mortgage Loan or REO Mortgage Loan is deemed to be
      applied in accordance with Section 1.03(a)(i) to reimburse a
      Nonrecoverable Advance or to pay interest thereon or is applied to
      reimburse a Workout-Delayed Reimbursement Amount, and further if and to
      the extent that such payment or other collection of principal constitutes
      part of the Principal Distribution Amount for any Distribution Date, then
      for purposes of calculating the Adjusted Principal Distribution Amount,
      the Sub-Pool 1 Principal Distribution Amount and the Sub-Pool 2 Principal
      Distribution Amount for such Distribution Date and for such Sub-Pool, as
      applicable, the amount of such payment or other collection of principal
      shall be subtracted from the Principal Distribution Amount for such
      Distribution Date and the applicable Sub-Pool.

            (c) If and to the extent that any Advance is determined to be a
      Nonrecoverable Advance, such Advance or interest thereon is reimbursed out
      of general principal collections on the Mortgage Pool as contemplated by
      Section 1.03(a) above or if any Workout-Delayed Reimbursement Amount is
      paid from principal collections on the Mortgage Pool, and the particular
      item for which such Advance was originally made is subsequently collected
      (in whole or in part) out of payments or other collections in respect of
      the related Mortgage Loan (or Loan Group if applicable) or REO Mortgage
      Loan (such item, and interest thereon, to the extent such interest was
      paid out of general collections on the Mortgage Pool, if and to the extent
      so collected, a "Recovered Amount"), then for purposes of calculating the
      Adjusted Principal Distribution Amount for the Distribution Date that
      corresponds to the Collection Period in which such item was recovered,
      such Recovered Amount (to the extent not already included therein) shall
      be added to the Principal Distribution Amount for such Distribution Date.

            (d) Nothing contained in this Section 1.03 is intended to limit the
      ability of any party hereto that is entitled to reimbursement hereunder
      for any unreimbursed Advances that have been or are determined to be
      Nonrecoverable Advances (together with interest accrued and payable
      thereon pursuant to Section 3.12(b) or Section 4.03(d)) to collections of
      principal Received by the Trust with respect to the Mortgage Pool; instead
      the order of priority set forth in Section 1.03(a) is a deemed allocation
      only for purposes of calculating distributions on the Certificates.

            Section 1.04 Certain Calculations Relating to REO Loans.

            Each REO Loan shall be deemed to have an initial unpaid principal
balance and Stated Principal Balance equal to the unpaid principal balance and
Stated Principal Balance, respectively, of its predecessor Loan as of the date
of the related REO Acquisition. All Monthly Payments (other than a Balloon
Payment), Assumed Monthly Payments (in the case of a Balloon Loan delinquent in
respect of its Balloon Payment) and other amounts due and owing, or deemed to be
due and owing, in respect of the predecessor Loan as of the date of the related
REO Acquisition, shall be deemed to continue to be due and owing in respect of
an REO Loan.

            Amounts Received with respect to each REO Loan that is a successor
to a Serviced Loan (after provision for amounts to be applied to the payment of,
or to be reimbursed (1) to the Master Servicer or the Special Servicer for the
payment of, the costs of operating, managing and maintaining the related REO
Property and (2) to the Master Servicer, the Special Servicer or the Trustee for
the reimbursement of any outstanding unreimbursed Advances on such REO Loan (and
predecessor Loan) and interest thereon) shall be treated: first, as a recovery
of any amounts withdrawn from general principal collections on the Mortgage Pool
in order to reimburse any Workout-Delayed Reimbursement Amounts and
Nonrecoverable Advance with respect to such Loan and interest on any such
Advance; second, as a recovery of accrued and unpaid interest on such REO Loan
at the related Mortgage Rate to but not including the Due Date in the Collection
Period of receipt (exclusive, however, in the case of an REO Loan that relates
to the ARD Loan after its Anticipated Repayment Date, of any such accrued and
unpaid interest that constitutes Post-ARD Additional Interest); third, as a
recovery of principal of such REO Loan to the extent of its entire unpaid
principal balance (to the extent not already reimbursed pursuant to clause first
above); fourth, in accordance with the normal servicing practices of the Master
Servicer, as a recovery of any other amounts due and owing in respect of such
REO Loan (exclusive, however, in the case of an REO Loan that relates to the ARD
Loan after its Anticipated Repayment Date, of any such accrued and unpaid
interest that constitutes Post-ARD Additional Interest); and fifth, in the case
of an REO Loan that relates to the ARD Loan after its Anticipated Repayment
Date, as a recovery of accrued and unpaid Post-ARD Additional Interest on such
REO Loan; provided that if the Loans comprising a Serviced Loan Group become REO
Loans, amounts Received with respect to such REO Loans shall be applied to
amounts due and owing in respect of such REO Loans as provided in the related
Co-Lender Agreement. Notwithstanding the foregoing, all amounts payable or
reimbursable to the Master Servicer, the Special Servicer, the Trustee or the
Trust in respect of the predecessor Loan as of the date of the related REO
Acquisition, including any unpaid Servicing Fees and any unreimbursed Servicing
Advances and P&I Advances, together with any interest accrued and payable to the
Master Servicer, the Special Servicer or the Trustee in respect of such
Servicing Advances and P&I Advances (including any Unliquidated Advance) in
accordance with Sections 3.12(b), 4.03(d) and 4.03A(d), respectively, shall
continue to be payable or reimbursable to the Master Servicer, the Special
Servicer, the Trustee or the Trust, as the case may be, in respect of an REO
Loan.

                                   ARTICLE II

     CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
                            ISSUANCE OF CERTIFICATES

            Section 2.01 Creation of Trust; Conveyance of Mortgage Loans.

            (a) It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement and that such trust be
designated as "Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
Pass-Through Certificates, Series 2006-GG7." LaSalle Bank National Association
is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in
such capacity, to hold the Trust Fund in trust for the exclusive use and benefit
of all present and future Certificateholders. The Depositor, concurrently with
the execution and delivery hereof, does hereby assign, sell, transfer, set over
and otherwise convey to the Trustee in trust, without recourse, for the benefit
of the Certificateholders, all the right, title and interest of the Depositor
in, to and under (i) the Mortgage Loans, (ii) the Mortgage Loan Purchase
Agreement, (iii) the Co-Lender Agreements, and (iv) 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 and
due after the Cut-off Date and, in the case of each Loan Group Trust Mortgage
Loan, is subject to the related Co-Lender Agreement and/or the related Lead PSA.

            The parties hereto acknowledge and agree that, notwithstanding
Section 12.07, the transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and is intended by them to constitute a
sale.

            (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall direct each Mortgage Loan Seller
(pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and
deposit with the Trustee or a Custodian appointed thereby (with a copy to the
Master Servicer), on or before the Closing Date, the Mortgage File for each
Mortgage Loan (in connection with the Non-Serviced Trust Loans, the original
Mortgage File for such Mortgage Loan other than the related Mortgage Note shall
be held by the applicable Lead Trustee pursuant to the applicable Lead PSA on
behalf of the Trust Fund and the Certificateholders), with copies of the related
reserve and cash management agreements for such Mortgage Loan to be delivered to
the Master Servicer and the Special Servicer. None of the Trustee, any
Custodian, the Master Servicer or the Special Servicer shall be liable for any
failure by a Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the applicable Mortgage Loan Purchase Agreement and
this Section 2.01(b). Notwithstanding anything herein to the contrary, with
respect to letters of credit, the applicable Mortgage Loan Seller shall deliver
to the Master Servicer and the Master Servicer shall hold the original (or copy,
if such original has been submitted by the applicable Mortgage Loan Seller to
the issuing bank to effect an assignment or amendment of such letter of credit
(changing the beneficiary thereof to the Trust (in care of the Master Servicer)
that may be required in order for the Master Servicer to draw on such letter of
credit on behalf of the Trust in accordance with the applicable terms thereof
and/or of the related Mortgage Loan documents) and the applicable Mortgage Loan
Seller shall be deemed to have satisfied any delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering
with respect to any letter(s) of credit a copy thereof to the Trustee together
with an officer's certificate of the applicable Mortgage Loan Seller certifying
that such document has been delivered to the Master Servicer or an officer's
certificate from the Master Servicer certifying that it holds the letter(s) of
credit pursuant to this Section 2.01(b); the original or a copy shall be
delivered to the Trustee on the Closing Date. If a letter of credit referred to
in the previous sentence is not in a form that would allow the Master Servicer
to draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents, the
applicable Mortgage Loan Seller shall deliver the appropriate assignment or
amendment documents (or copies of such assignment or amendment documents if the
related Mortgage Loan Seller has submitted the originals to the related issuer
of such letter of credit for processing) to the Master Servicer within 90 days
of the Closing Date. The applicable Mortgage Loan Seller shall pay any costs of
assignment or amendment of such letter(s) of credit required in order for the
Master Servicer to draw on such letter(s) of credit on behalf of the Trust and
shall cooperate with the reasonable requests of the Master Servicer or the
Special Servicer, as applicable, in connection with effectuating a draw under
any such letter of credit prior to the date such letter of credit is assigned or
amended in order that it may be drawn by the Master Servicer on behalf of the
Trust.

            After the Depositor's transfer of the Mortgage Loans to the Trustee
pursuant to this Section 2.01(b), the Depositor shall not take any action
inconsistent with the Trust's ownership of the Mortgage Loans.

            (c) The Depositor hereby represents and warrants that each Mortgage
Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement
that it shall bear the costs related to recording or filing, as the case may be,
in the appropriate public office for real property records or UCC Financing
Statements, as appropriate, each related assignment of Mortgage and assignment
of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv)
of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment
referred to in clause (a)(viii) of the definition of "Mortgage File" and the
Trustee shall promptly undertake to record or file any such document upon its
receipt thereof. This paragraph shall not apply to any Non-Serviced Trust Loan,
because the documents referred to in this paragraph have been assigned to the
applicable Lead Trustee.

            The Depositor hereby represents and warrants that each Mortgage Loan
Seller has covenanted in the applicable Mortgage Loan Purchase Agreement as to
each Serviced Loan, that if it cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)
(if recorded) and (a)(viii) of the definition of "Mortgage File" solely because
of a delay caused by the public recording office where such document or
instrument has been delivered for recordation, a copy of the original certified
by the applicable Mortgage Loan Seller to be a true and complete copy of the
original thereof submitted for recording, shall be forwarded to the Trustee.

            Each assignment referred to in the second preceding paragraph that
is recorded by the Trustee shall reflect that it should be returned by the
public recording office to the Trustee or its agent following recording, and
each UCC-2 and UCC-3 assignment referred to in the second preceding paragraph
that is filed by the Trustee shall reflect that the file copy thereof should be
returned to the Trustee or its agent following filing; provided that, in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Trustee shall obtain
therefrom a certified copy of the recorded original. On a monthly basis, at the
expense of the applicable Mortgage Loan Seller, the Trustee shall forward to the
Master Servicer a copy of each of the aforementioned assignments following the
Trustee's receipt thereof.

            If any of the aforementioned assignments is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, then the
Trustee shall direct the applicable Mortgage Loan Seller (pursuant to the
applicable Mortgage Loan Purchase Agreement) promptly to prepare or cause the
preparation of a substitute therefor or to cure such defect, as the case may be,
and to deliver to the Trustee the substitute or corrected document. The Trustee
shall upon receipt from the applicable Mortgage Loan Seller cause the same to be
duly recorded or filed, as appropriate.

            (d) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall direct each Mortgage Loan Seller
(pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and
deposit (or cause to be delivered and deposited) with the Master Servicer within
10 Business Days after the Closing Date, documents and records that (A) relate
to the servicing and administration of the Serviced Loans, (B) are part of the
Servicing File and (C) are in possession or under control of the applicable
Mortgage Loan Seller, together with (i) all unapplied Escrow Payments and
Reserve Funds in the possession of the applicable Mortgage Loan Seller that
relate to such Serviced Loans and (ii) a statement indicating which Escrow
Payments and Reserve Funds are allocable to such Serviced Loans, provided that
the applicable Mortgage Loan Seller shall not be required to deliver any draft
documents, privileged or other internal communications, credit underwriting, due
diligence analyses or data, or internal worksheets, memoranda, communications or
evaluations. The Master Servicer shall hold all such documents, records and
funds on behalf of the Trustee in trust for the benefit of the
Certificateholders (and, insofar as they also relate to the Companion Loans, on
behalf of and for the benefit of the applicable Companion Loan Noteholder).

            (e) It is not intended that this Agreement create a partnership or a
joint-stock association.

            Section 2.02 Acceptance of Trust Fund by Trustee.

            (a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the Mortgage Loans and all documents delivered to it that constitute portions of
the related Mortgage Files and (ii) all other assets delivered to it and
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 and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that it holds and will hold the
Mortgage Loans and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.

            The Trustee (i) with respect to each Serviced Loan Group, shall also
hold the portion of such Mortgage File that relates to the Companion Loan in
such Loan Group in trust for the use and benefit of the related Companion Loan
Noteholder and (ii) with respect to each Loan Group, hereby assumes the
obligations and rights of the holder of the related Loan Group Trust Mortgage
Loan under the applicable Co-Lender Agreement and/or applicable Lead PSA.

            In connection with the foregoing, the Trustee hereby certifies to
each of the other parties hereto, each Mortgage Loan Seller and each Underwriter
that, as to each Mortgage Loan, except as specifically identified in the
Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II,
(i) all documents specified in clauses (a)(i), (ii), (vii), (ix), (xi) and (xix)
of the definition of "Mortgage File" (but in the case of documents specified in
clauses (ix) and (xix) only to the extent the Trustee or a Custodian on its
behalf has actual knowledge of their existence) of the definition of "Mortgage
File" are in its possession or the possession of a Custodian on its behalf
(other than in respect of the Non-Serviced Trust Loans, with the exception of
the related Mortgage Note and the related endorsements specified in clause
(a)(i)(A) of the definition of "Mortgage File"), and (ii) the original Mortgage
Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage
Note) received by it or any Custodian with respect to such Mortgage Loan has
been reviewed by it or by such Custodian on its behalf and (A) appears regular
on its face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appears to have been executed
(where appropriate) and (C) purports to relate to such Mortgage Loan.

            (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted, again on or about the 90th day following the Closing Date
and monthly thereafter until the earliest of (i) the second anniversary of the
Closing Date, (ii) the day on which all material exceptions have been removed
and (iii) the day on which the Depositor has repurchased the last affected
Mortgage Loan), the Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each Mortgage Loan,
and the Trustee shall, subject to Sections 2.01, 2.02(c) and 2.02(d), certify in
writing (substantially in the form of Exhibit C hereto) to each of the other
parties hereto, each Mortgage Loan Seller and each Underwriter (and, in the case
of a Serviced Loan Group, to the related Companion Loan Noteholder, upon
request) that, as to each Mortgage Loan (other than in respect of the
Non-Serviced Trust Loans, with the exception of the related Mortgage Note and
the related endorsements specified in clause (a)(i)(A) of the definition of
"Mortgage File") then subject to this Agreement (except as specifically
identified in any exception report annexed to such certification): (i) all
documents specified in clauses (a)(i) through (a)(v), (a)(vii) and, if
applicable, (a)(viii) (without regard to the second parenthetical in such clause
(a)(viii)) of the definition of "Mortgage File") that are required to be
delivered hereunder have been delivered; (ii) the recordation/filing
contemplated by Section 2.01(c) has been completed (based solely on receipt by
the Trustee of the particular recorded/filed documents); (iii) all documents
received by it or any Custodian with respect to such Loan have been reviewed by
it or by such Custodian on its behalf and (A) appear regular on their face
(handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv)
based on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (v) and
(vi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects the
information set forth in the Mortgage File. With respect to the items listed in
clauses (ii), (iii), (iv) and, if applicable, (vi) of the definition of Mortgage
File if the original of such document is not in the Trustee's possession because
it has not been returned from the applicable recording office, then the
Trustee's or Custodian's certification prepared pursuant to this Section 2.02(b)
should indicate the absence of such original. If the Trustee's obligation to
deliver the certifications contemplated in this subsection terminates because
two years have elapsed since the Closing Date, the Trustee shall deliver a
comparable certification to any party hereto, the applicable Companion Loan
Noteholder and any Underwriter on request.

            (c) None of the Trustee, the Master Servicer, the Special Servicer
or any Custodian is under any duty or obligation to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the
Loans delivered to it to determine that the same are valid, legal, effective,
genuine, binding, enforceable, sufficient or appropriate for the represented
purpose or that they are other than what they purport to be on their face.
Furthermore, none of the Trustee, the Master Servicer, the Special Servicer or
any Custodian shall have any responsibility for determining whether the text of
any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of
any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction.

            (d) It is understood that the scope of the Trustee's review of the
Mortgage Files is limited solely to confirming that the documents specified in
clauses (a)(i) through (a)(v), (a)(vii) and (a)(viii) of the definition of
"Mortgage File" have been received and such additional information as will be
necessary for delivering the certifications required by Sections 2.02(a) and (b)
above.

            (e) If, after the Closing Date, the Depositor comes into possession
of any documents or records that constitute part of the Mortgage File or
Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such
document to the Trustee (with a copy to the Master Servicer) (if it constitutes
part of the Mortgage File) or the Master Servicer (if it constitutes part of the
Servicing File), as applicable.

            Section 2.03 Repurchase of Mortgage Loans for Document Defects and
Breaches of Representations and Warranties.

            (a) If any party hereto discovers that any document constituting a
part of a Mortgage File (or, with respect to a Non-Serviced Trust Loan, the
related Mortgage Note and the related endorsements specified in clause (a)(i)(A)
of the definition of "Mortgage File") has not been properly executed, is
missing, contains information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule, or does
not appear to be regular on its face (each, a "Document Defect"), or discovers
or receives notice of a breach of any representation or warranty of a Mortgage
Loan Seller made pursuant to Section 3(b) of the applicable Mortgage Loan
Purchase Agreement with respect to any Mortgage Loan (a "Breach"), such party
shall give prompt written notice thereof to each of the Rating Agencies, the
applicable Mortgage Loan Seller and the other parties hereto. If any such
Document Defect or Breach with respect to any Mortgage Loan materially and
adversely affects the interests of the Certificateholders therein, then such
Document Defect shall constitute a "Material Document Defect" or such Breach
shall constitute a "Material Breach," as the case may be. Promptly upon becoming
aware of any such Material Document Defect or Material Breach (including through
a written notice given by any party hereto, as provided above), the Trustee
shall require the applicable Mortgage Loan Seller, not later than 90 days from
the earlier of the Mortgage Loan Seller's discovery or receipt of notice of such
Material Document Defect or Material Breach, as the case may be (or, in the case
of a Material Document Defect or Material Breach relating to a Mortgage Loan not
being a "qualified mortgage" within the meaning of the REMIC Provisions, not
later than 90 days of any party discovering such Material Document Defect or
Material Breach), to cure the same in all material respects (which cure shall
include payment of losses and any Additional Trust Fund Expenses associated
therewith) or repurchase the affected Mortgage Loan or any related REO Property
(or, in the case of an REO Property that relates to a Loan Group Trust Mortgage
Loan, the Trust Fund's interest in the related REO Property) at the applicable
Purchase Price by wire transfer of immediately available funds to the Pool
Custodial Account (or, in the case of a Loan Group Trust Mortgage Loan or an REO
Property that relates to a Loan Group Trust Mortgage Loan, to the related Loan
Group REO Account); provided, however, that if (i) such Material Document Defect
or Material Breach is capable of being cured but not within the applicable
90-day period, (ii) such Material Document Defect or Material Breach is not
related to any Mortgage Loan's not being a "qualified mortgage" within the
meaning of the REMIC Provisions, (iii) the applicable Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Document
Defect or Material Breach within such 90-day period and (iv) the affected
Mortgage Loan is not then a Specially Serviced Loan, then the applicable
Mortgage Loan Seller shall have an additional 90 days to complete such cure or,
in the event of a failure to so cure, to complete such repurchase (it being
understood and agreed that, in connection with the applicable Mortgage Loan
Seller's receiving such additional 90-day period, the applicable Mortgage Loan
Seller shall deliver an Officer's Certificate to the Trustee setting forth the
reasons such Material Document Defect or Material Breach is not capable of being
cured within the initial 90-day period and what actions the applicable Mortgage
Loan Seller is pursuing in connection with the cure thereof and stating that the
applicable Mortgage Loan Seller anticipates that such Material Document Defect
or Material Breach will be cured within such additional 90-day period); and
provided, further, that, if any such Material Document Defect is still not cured
after the initial 90-day period and any such additional 90-day period solely due
to the failure of the applicable Mortgage Loan Seller to have received the
recorded document, then the applicable Mortgage Loan Seller shall be entitled to
continue to defer its cure and repurchase obligations in respect of such
Document Defect so long as the applicable Mortgage Loan Seller certifies to the
Trustee every 30 days thereafter that the Document Defect is still in effect
solely because of its failure to have received the recorded document and that
the applicable Mortgage Loan Seller is diligently pursuing the cure of such
defect (specifying the actions being taken), except that no such deferral of
cure or repurchase may continue beyond the second anniversary of the Closing
Date. Provided that the Master Servicer has notice of such Material Document
Defect or Material Breach, the Master Servicer shall notify the Mortgage Loan
Seller if the related Mortgage Loan becomes a Specially Serviced Loan during any
applicable cure periods. Any of the following document defects shall be
conclusively presumed to be a Material Document Defect: (a) the absence from the
Mortgage File of the original signed Mortgage Note, together with the
endorsements referred to in clause (a)(i) of the definition of "Mortgage File,"
unless the Mortgage File contains a signed lost note affidavit and indemnity
with respect to the missing Mortgage Note and any missing endorsements that
appears to be regular on its face, (b) other than with respect to a Non-Serviced
Trust Loan, the absence from the Mortgage File of the original executed Mortgage
or a copy of such Mortgage certified by the local authority with which the
Mortgage was recorded, in each case with evidence of recording thereon, that
appears to be regular on its face, unless there is included in the Mortgage File
a copy of the executed Mortgage and a certificate stating that the original
signed Mortgage was sent for recordation, (c) other than with respect to a
Non-Serviced Trust Loan, the absence from the Mortgage File of the original or a
copy of the lender's title insurance policy, together with all endorsements or
riders (or copies thereof) that were issued with or subsequent to the issuance
of such policy, or marked up insurance binder or title commitment which is
marked as a binding commitment and countersigned by title company, insuring the
priority of the Mortgage as a first lien on the Mortgaged Property, (d) other
than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage
File of any intervening assignments required to create a complete chain of
assignment to the Trustee on behalf of the Trust and a certificate stating that
the original intervening assignments were sent for recordation, unless there is
included in the Mortgage File a certified copy of the intervening assignment or
(e) other than with respect to a Non-Serviced Trust Loan, the absence from the
Servicing File of any original letter of credit.

            If (x) any Mortgage Loan is subject to a Material Breach or Material
Document Defect and would otherwise be required to be repurchased as
contemplated in this Section 2.03, (y) such Mortgage Loan is a
Cross-Collateralized Mortgage Loan or is secured by a portfolio of Mortgaged
Properties, and (z) the applicable Material Breach or Material Document Defect
does not constitute a Material Breach or Material Document Defect, as the case
may be, as to any related Cross-Collateralized Mortgage Loan or applies to only
specific Mortgaged Properties included in such portfolio, the applicable
Mortgage Loan Seller 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 (i) in the case of a
Cross-Collateralized Group, 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 or (ii) in the case of Mortgage Loan secured by a
portfolio of Mortgaged Properties, release the affected Mortgaged Properties
from the cross-collateralization of the Mortgage Loan; provided that no such
termination or release shall be effected unless and until (i) the Controlling
Class Directing Holder acting as the Directing Holder, if one is then acting,
has consented (which consent shall not be unreasonably withheld and shall be
deemed to have been given if no written objection is received by the applicable
Mortgage Loan Seller within 10 Business Days of such Directing Holder's receipt
of a written request for such consent), (ii) the Trustee has received from the
applicable Mortgage Loan Seller (A) an Opinion of Counsel to the effect that
such termination or release would not cause an Adverse REMIC Event to occur with
respect to either REMIC Pool or an Adverse Grantor Trust Event to occur with
respect to the Grantor Trust and (B) written confirmation from each Rating
Agency that such termination or release would not cause an Adverse Rating Event
to occur with respect to any Class of Certificates, (iii) the debt service
coverage ratio for the four preceding calendar quarters for all of the Mortgage
Loans relating to such Cross-Collateralized Group or Mortgaged Properties
relating to such Mortgage Loan secured by a portfolio of Mortgaged Properties
remaining is not less than 0.05x below the debt service coverage ratio for all
Mortgage Loans of such Cross-Collateralized Group (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, (iv) the loan-to-value ratio for all of the
Mortgage Loans of such Cross-Collateralized Group or Mortgaged Properties
relating to such Mortgage Loan secured by a portfolio of Mortgaged Properties
remaining is not greater than 5% more than the loan-to-value ratio for all
Mortgage Loans of such Cross-Collateralized Group (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement; and provided, further, that the applicable
Mortgage Loan Seller may, at its option, purchase the entire subject
Cross-Collateralized Group or Mortgage Loan in lieu of effecting a termination
of the cross-collateralization or a release of the affected Mortgaged Properties
from the cross-collateralization of the Mortgage Loan. In the event that the
cross-collateralization of any Cross-Collateralized Group is terminated or any
Mortgaged Property related to a Mortgage Loan secured by a portfolio of
Mortgaged Properties is released from the cross-collateralization of the
portfolio pursuant to this paragraph, the related Mortgage Loan Seller may elect
either to repurchase only the affected Cross-Collateralized Mortgage Loan or
Mortgaged Properties as to which the Material Breach or Material Document Defect
exists or to repurchase the aggregate Cross-Collateralized Mortgage Loans or the
entire Mortgage Loan secured by a portfolio of Mortgaged Properties, as the case
may be. All costs and expenses incurred by the Trustee or any Person 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 is not or cannot be
terminated as contemplated by this paragraph, then, for purposes of (i)
determining whether any Breach or Document Defect, as the case may be, is a
Material Breach or Material Document Defect, and (ii) the application of
remedies, such Cross-Collateralized Group shall be treated as a single Mortgage
Loan.

            (b) In connection with any repurchase of a Mortgage Loan pursuant to
this Section 2.03, and subject to Section 3.26, the Trustee, the Custodian, the
Master Servicer and the Special Servicer shall each tender to the repurchasing
entity, upon delivery to each of them of a receipt executed by the repurchasing
entity, all portions (including, without limitation, the Servicing File) 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 shall be
endorsed or assigned to the extent necessary or appropriate to the repurchasing
entity or its designee in the same manner, but only if the respective documents
have been previously assigned or endorsed to the Trustee, and pursuant to
appropriate forms of assignment, substantially similar to the manner and forms
pursuant to which such documents were previously assigned to the Trustee;
provided that such tender by the Trustee shall be conditioned upon its receipt
from the Master Servicer of a Request for Release and an Officer's Certificate
to the effect that the requirements for repurchase have been satisfied. The
Master Servicer shall, and is hereby authorized and empowered by the Trustee to,
prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03(c), and such other instruments as
may be necessary or appropriate to transfer title to an REO Property in
connection with the repurchase of an REO Loan and the Trustee shall execute and
deliver any powers of attorney necessary to permit the Master Servicer to do so;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer.

            (c) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of a Mortgage Loan Seller
set forth in, or made pursuant to, paragraph 23 or paragraph 43 of Exhibit B to
the applicable Mortgage Loan Purchase Agreement, specifically relating to
whether or not the Mortgage Loan documents or any particular Mortgage Loan
document for any Mortgage Loan requires the related Mortgagor to bear the cost
of Rating Agency fees reflected in paragraph 23 or reasonable costs and expenses
associated with a defeasance, as set forth in paragraph 43 of Exhibit B to the
Mortgage Loan Purchase Agreement (any such fees, costs or expenses, referred to
in this subsection (d) as "Covered Costs"), then the Master Servicer shall
direct the applicable Mortgage Loan Seller in writing to wire transfer to the
Pool Custodial Account, within 90 days of receipt of such direction, the amount
of any such reasonable costs and expenses incurred by the Trust that (i)
otherwise would have been required to be paid by the Mortgagor if such
representation or warranty with respect to such costs and expenses had in fact
been true, as set forth in the related representation or warranty, (ii) have not
been paid by the Mortgagor, (iii) are the basis of such Breach and (iv)
constitute "Covered Costs." Upon payment of such costs, the applicable Mortgage
Loan Seller shall be deemed to have cured such Breach in all respects. Provided
that such payment is made, this paragraph describes the sole remedy available to
the Certificateholders and the Trustee on their behalf regarding any such
Breach, regardless of whether it constitutes a Material Breach, and neither the
Depositor nor the applicable Mortgage Loan Seller shall be obligated to
otherwise cure such Breach or repurchase the affected Mortgage Loan under any
circumstances. Amounts deposited in the Pool Custodial Account pursuant to this
paragraph shall constitute "Liquidation Proceeds" for all purposes of this
Agreement (other than Section 3.11(c)).

            (d) Each Mortgage Loan Purchase Agreement and Section 2.03(a)
provide the sole remedies available to the Certificateholders, or the Trustee on
behalf of the Certificateholders, respecting any Document Defect or Breach with
respect to any Mortgage Loan.

            Section 2.04 Representations, Warranties and Covenants of the
Depositor.

            (a) The Depositor hereby represents, warrants and covenants to the
Trustee, for its own benefit and the benefit of the Certificateholders and to
the Master Servicer, the Special Servicer and Companion Loan Noteholders, 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 free and
      clear of all liens, claims, encumbrances and other interests with the full
      right to transfer the Mortgage Loans to the Trust and the Mortgage Loans
      have been validly transferred to the Trust.

            The representations, warranties and covenants of the Depositor set
forth in this Section 2.04 shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of such representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties.

            Section 2.05 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests.

            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
the Mortgage Loan Purchase Agreement, 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 (other than any Post-ARD Additional Interest
received on any ARD Loan), the Trustee (i) acknowledges the issuance of the
Uncertificated Lower-Tier Interests to or upon the order of the Depositor, (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 R-I Certificates) and (iii) acknowledges the execution by
the Certificate Registrar and the authentication and delivery by the
Authenticating Agent of the Class R-I Certificates to or upon the order of the
Depositor, in exchange for the Mortgage Loans, receipt of which is hereby
acknowledged, and immediately thereafter, the Trustee acknowledges that it has
caused the Certificate Registrar to execute and caused 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 Interest
Certificates and the Class R-II 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.

            Section 2.06 Acceptance of Grantor Trust Assets by Trustee; Issuance
of the Class V Certificates.

            It is the intention of the parties hereto that the segregated pool
of assets consisting of any collections of Post-ARD Additional Interest Received
on the ARD Loan and any successor REO Mortgage Loan constitute a grantor trust
for federal income tax purposes. The Trustee, by its execution and delivery
hereof, acknowledges the assignment to it of the Grantor Trust Assets and
declares that it holds and will hold such assets in trust for the exclusive use
and benefit of all present and future Holders of the Class V Certificates.
Concurrently with the assignment to it of the Grantor Trust Assets, the Trustee
shall execute, and the Certificate Registrar shall authenticate and deliver, to
or upon the order of the Depositor, the Class V Certificates in authorized
denominations evidencing, in the aggregate, the entire beneficial ownership of
the Grantor Trust. The rights of Holders of the Class V Certificates, to receive
distributions from the proceeds of the Grantor Trust Assets, and all ownership
interests of such Holders in and to such distributions, shall be as set forth in
this Agreement. The Class V Certificates shall evidence the entire beneficial
ownership of the Grantor Trust.

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            Section 3.01 Administration of the Loans.

            (a) All of the Serviced Loans and REO Properties (which does not
include the Non-Serviced Loan Groups) are to be serviced and administered by the
Master Servicer and/or the Special Servicer hereunder. Each of the Master
Servicer and the Special Servicer shall service and administer the Serviced
Loans and REO Properties that it is obligated to service and administer pursuant
to this Agreement on behalf of the Trustee, for the benefit of the
Certificateholders (or, in the case of the Companion Loans, on behalf of the
related Companion Loan Noteholders), as determined in the good faith and
reasonable judgment of the Master Servicer or the Special Servicer, as the case
may be, in accordance with: (i) any and all applicable laws; (ii) the express
terms of this Agreement, the respective Serviced Loans and, in the case of the
Loan Groups, the related Co-Lender Agreement; and (iii) to the extent consistent
with the foregoing, the Servicing Standard. The Master Servicer or the Special
Servicer, as applicable in accordance with this Agreement, shall service and
administer each Cross-Collateralized Group, if any, as a single Mortgage Loan as
and when necessary and appropriate consistent with the Servicing Standard.
Without limiting the foregoing, and subject to Section 3.22, (i) the Master
Servicer shall service and administer all of the Performing Serviced Loans and
shall render such services with respect to the Specially Serviced Loans as are
specifically provided for herein, and (ii) the Special Servicer shall service
and administer each Specially Serviced Loan and REO Property and shall render
such services with respect to the Performing Serviced Loans as are specifically
provided for herein. All references herein to the respective duties of the
Master Servicer and the Special Servicer, and to the areas in which they may
exercise discretion, shall be subject to Section 3.22.

            The parties hereto acknowledge that the Non-Serviced Loan Groups and
any related REO Property are being serviced and administered under the
applicable Lead PSA and the applicable Lead Master Servicer will make any
advances required thereunder in respect of such loan and remit collections on
the Non-Serviced Trust Loans to or on behalf of the Trust. The Master Servicer,
the Special Servicer or the Trustee shall have no obligation or authority to
supervise the applicable Lead Master Servicer, the applicable Lead Special
Servicer, the applicable Lead Trustee or Lead Fiscal Agent or to make Servicing
Advances or P&I Advances, except as described in Section 4.03A with respect to
P&I Advances to be made by the Master Servicer or the Trustee with respect to
certain of the Non-Serviced Trust Loans. Although the Non-Serviced Loan Groups
are being serviced under the applicable Lead PSA, the Controlling Class
Directing Holder will have certain rights relating to the servicing of the
Non-Serviced Loan Groups pursuant to the applicable Lead PSA and the applicable
Co-Lender Agreement. The obligation of the Master Servicer to provide
information and collections to the Trustee and the Certificateholders with
respect to the Non-Serviced Loan Groups shall be dependent on its receipt of the
corresponding information and collections from the applicable Lead Master
Servicer or the applicable Lead Special Servicer.

            (b) Subject to Section 3.01(a) and Section 6.11 (taking account of
Section 6.11(b)), the Master Servicer and the Special Servicer shall each 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 the servicing and
administration contemplated by Section 3.01(a) that it may deem necessary or
desirable. Without limiting the generality of the foregoing, each of the Master
Servicer and the Special Servicer, in its own name, with respect to each of the
Serviced Loans it is obligated to service hereunder, is hereby authorized and
empowered by the Trustee to execute and deliver, on behalf of the
Certificateholders, the Trustee and the Companion Loan Noteholders or any of
them, (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by any Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; (ii) in accordance with the Servicing Standard
and subject to Section 3.21 and Section 6.11 (taking account of Section
6.11(b)), any and all modifications, extensions, 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 or of assignment, and all other comparable
instruments; and (iv) any and all instruments that such party may be required to
execute on behalf of the Trustee in connection with the defeasance of a Serviced
Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee
shall, at the written request of the Master Servicer or the Special Servicer,
promptly execute any limited powers of attorney and other documents furnished by
the Master Servicer or the Special Servicer that are necessary or appropriate to
enable them to carry out their servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
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 Master Servicer's or Special Servicer's, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.

            (c) The parties hereto acknowledge that the Loan Groups are subject
to the terms and conditions of the applicable Co-Lender Agreement. The parties
hereto further recognize the respective rights and obligations of the Loan Group
Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or
Subordinate Companion Loan Noteholder under the applicable Co-Lender Agreement,
including with respect to (i) the allocation of collections on or in respect of
the Loan Groups in accordance with the applicable Co-Lender Agreement, (ii) the
making of payments to the Loan Group Trust Mortgage Loan holder, the Pari Passu
Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance
with the applicable Co-Lender Agreement, (iii) the purchase of the Loan Group
Trust Mortgage Loans by the related Subordinate Companion Loan Noteholders or
their designees in accordance with the applicable Co-Lender Agreement, and, if
applicable, other related Companion Loan Noteholders under the applicable Lead
PSA and (iv) in the case where a Companion Loan Noteholder is the Directing
Holder, the right of such Directing Holder to cure a default of the related
Mortgagor in accordance with the applicable Co-Lender Agreement.

            Notwithstanding the foregoing, if, at such time as any Serviced Loan
Group Trust Mortgage Loan shall no longer be part of the Trust Fund and a
separate servicing agreement with respect to the related Loan Group has not been
entered into in accordance with the terms of the related Co-Lender Agreement,
then, until such time as a separate servicing agreement is entered into and any
required Rating Agency Confirmation is obtained, and notwithstanding that such
Serviced Loan Group Trust Mortgage Loan is no longer part of the Trust Fund, the
Master Servicer and, if applicable, the Special Servicer shall continue to
service such Loan Group or any related Loan Group REO Properties, as the case
may be, under this Agreement as if it were a separate servicing agreement
(without, subject to the applicable Co-Lender Agreement, any obligation of the
Master Servicer, Special Servicer or Trustee to make any Advance on such
Serviced Loan Group Trust Mortgage Loan that is no longer part of the Trust
Fund), for the benefit of each holder of a Loan in such Loan Group, and under
any related Co-Lender Agreement, with: (i) such Loan Group and the related Loan
Group Mortgaged Properties constituting the sole assets thereunder; and (ii)
references to the "Trustee," "Trust," "Certificateholders" (or any sub-group
thereof) and the "Controlling Class Directing Holder" being construed to refer
to the new holder of the Serviced Loan Group Trust Mortgage Loan that is no
longer included in the Trust Fund under the applicable Co-Lender Agreement.

            (d) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and the Companion Loan Noteholders 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.

            Section 3.02 Collection of Loan Payments.

            (a) Each of the Master Servicer (with respect to Performing Serviced
Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall
undertake reasonable efforts to collect all payments required under the terms
and provisions of the Serviced Loans it is obligated to service hereunder and
shall follow such collection procedures as are consistent with the Servicing
Standard; provided, however, that neither the Master Servicer nor the Special
Servicer shall, with respect to the ARD Loan after its Anticipated Repayment
Date, take any enforcement action with respect to the payment of Post-ARD
Additional Interest (other than the making of requests for its collection),
unless (i) the taking of an enforcement action with respect to the payment of
other amounts due under the ARD Loan is, in the good faith and reasonable
judgment of the Special Servicer, necessary, appropriate and consistent with the
Servicing Standard or (ii) all other amounts due under the ARD Loan have been
paid, the payment of such Post-ARD Additional Interest has not been forgiven in
accordance with Section 3.21 and, in the good faith and reasonable judgment of
the Special Servicer, the Liquidation Proceeds expected to be recovered in
connection with such enforcement action will cover the anticipated costs of such
enforcement action and, if applicable, any associated interest accrued on
Advances. The Special Servicer shall ensure that, with respect to Specially
Serviced Loans, the Mortgagors make payments directly to the Master Servicer;
provided that, in the event the Special Servicer receives a payment that should
have been made directly to the Master Servicer, the Special Servicer shall
promptly forward such payment to the Master Servicer. Upon receipt of any such
payment with respect to a Specially Serviced Loan, the Master Servicer shall
promptly notify the Special Servicer, and the Special Servicer shall direct the
Master Servicer as to the proper posting of such payment. Consistent with the
foregoing, the Special Servicer, with regard to a Specially Serviced Loan, or
the Master Servicer, with regard to a Performing Serviced Loan, may waive or
defer any Default Charges in connection with collecting any late payment on a
Serviced Loan; provided that without the consent of the Special Servicer in the
case of a proposed waiver by the Master Servicer, no such waiver or deferral may
be made by the Master Servicer pursuant to this Section 3.02 if any Advance has
been made as to such delinquent payment.

            (b) [Reserved]

            (c) All amounts Received with respect to any Cross-Collateralized
Group in the form of payments from Mortgagors, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among
the Mortgage Loans constituting such Cross-Collateralized Group in accordance
with the express provisions of the related loan documents and, in the absence of
such express provisions or to the extent that such payments and other
collections may be applied at the discretion of the lender, on a pro rata basis
in accordance with the respective amounts then "due and owing" as to each such
Mortgage Loan. Except in the case of the Loan Groups, amounts Received in
respect of or allocable to any particular Mortgage Loan (whether or not such
Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of
payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or
Insurance Proceeds shall be applied to amounts due and owing under the related
Mortgage Note and Mortgage (including 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 or to the extent
that such payments and other collections may be applied at the discretion of the
lender, as follows (without duplication): first, as a recovery of any related
and unreimbursed Servicing Advances (together with interest thereon), and if
applicable, unpaid Liquidation Expenses, in each case to the extent such
application is permitted under the terms of the related Loan documents; second,
as a recovery of any Nonrecoverable Advance and Unliquidated Advance in respect
of such Mortgage Loan and, in each case, interest thereon that was reimbursed
from general principal collections on the Mortgage Pool, to the extent such
application is permitted under the terms of the related Loan documents; third,
as a recovery of accrued and unpaid interest on, and principal of, such Mortgage
Loan, exclusive, however, in the case of the ARD Loan after its Anticipated
Repayment Date, of any such accrued and unpaid interest that constitutes
Post-ARD Additional Interest, to the extent of any outstanding P&I Advances and
unpaid Master Servicing Fees in respect of such Mortgage Loan; fourth, as a
recovery of any remaining accrued and unpaid interest on such Mortgage Loan at
the related Mortgage Rate to, but not including, the related Due Date,
exclusive, however, in the case of the ARD Loan after its Anticipated Repayment
Date, of any such accrued and unpaid interest that constitutes Post-ARD
Additional Interest; fifth, as a recovery of any remaining principal of such
Mortgage Loan then due and owing, including by reason of acceleration of the
Mortgage Loan following a default thereunder (or, if a Liquidation Event has
occurred in respect of such Mortgage Loan, as a recovery of principal to the
extent of its entire remaining unpaid principal balance); sixth, unless a
Liquidation Event has occurred with respect to such Mortgage Loan, as a recovery
of amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums (including
premiums on any Environmental Insurance Policy), ground rents (if applicable)
and similar items; seventh, unless a Liquidation Event has occurred with respect
to such Mortgage Loan, as a recovery of Reserve Funds to the extent then
required to be held in escrow; eighth, as a recovery of any Prepayment Premium
or Yield Maintenance Charge then due and owing under such Mortgage Loan; ninth,
as a recovery of any Default Charges then due and owing under such Mortgage
Loan; tenth, as a recovery of any assumption fees, modification fees and
extension fees then due and owing under such Mortgage Loan; eleventh, as a
recovery of any other amounts then due and owing under such Mortgage Loan (other
than remaining unpaid principal and, in the case of the ARD Loan after its
Anticipated Repayment Date, other than Post-ARD Additional Interest); twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of
its entire remaining unpaid principal balance; and, thirteenth, in the case of
the ARD Loan after its Anticipated Repayment Date, as a recovery of accrued and
unpaid Post-ARD Additional Interest on the ARD Loan to but not including the
date of receipt.

            All amounts Received with respect to any Loan Group shall be applied
to amounts due and owing under such Loan Group (including for principal and
accrued and unpaid interest) in accordance with the express provisions of the
related Mortgage Notes, the related Mortgage and the related loan agreement, and
in the absence of such express provisions, in accordance with the provisions of
the related Co-Lender Agreement.

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

            (a) The Master Servicer shall, as to all Serviced Loans, establish
and maintain one or more accounts, in which all related Escrow Payments shall be
deposited and retained (each a "Servicing Account"). Subject to the terms of the
related Loan documents, each Servicing Account shall be an Eligible Account.
Withdrawals of amounts so collected from a Servicing Account may be made (to the
extent of amounts on deposit therein in respect of the related Loan or, in the
case of clauses (iv) and (v) below, to the extent of interest or other income
earned on such amounts) only for the following purposes: (i) consistent with the
related Loan documents, to effect the payment of real estate taxes, assessments,
insurance premiums (including premiums on any Environmental Insurance Policy),
ground rents (if applicable) and comparable items in respect of the respective
Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a
late payment that was intended to cover an item described in the immediately
preceding clause (i) for which a Servicing Advance was made, to reimburse the
Master Servicer, the Special Servicer or the Trustee, as applicable, for such
Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined
to be overages; (iv) to pay interest, if required and as described below, to
Mortgagors on balances in such Servicing Account; (v) to pay the Master Servicer
interest and investment income on balances in such Servicing Account as
described in Section 3.06(b), if and to the extent not required by law or the
terms of the related Loan documents to be paid to the Mortgagor; or (vi) to
clear and terminate such Servicing Account at the termination of this Agreement
in accordance with Section 9.01. To the extent permitted by law or the
applicable Loan documents, funds in the Servicing Accounts may be invested only
in Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall pay or cause to be paid to the Mortgagors interest, if
any, earned on the investment of funds in the related Servicing Accounts, if
required by law or the terms of the related Loan. If the Master Servicer shall
deposit in a Servicing Account any amount not required to be deposited therein,
it may at any time withdraw such amount from such Servicing Account, any
provision herein to the contrary notwithstanding.

            (b) The Master Servicer shall, as to each and every Serviced Loan,
(i) maintain accurate records with respect to the 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 and (ii) use reasonable efforts to
obtain, from time to time, all bills for (or otherwise confirm) the payment of
such items (including renewal premiums) and, if the subject Serviced Loan
requires the related Mortgagor to escrow for such items, shall effect payment
thereof prior to the applicable penalty or termination date. For purposes of
effecting any such payment for which it is responsible, the Master Servicer
shall apply Escrow Payments as allowed under the terms of the related Serviced
Loan (or, if such Serviced Loan does not require the related Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and similar items, the Master Servicer shall use
reasonable efforts consistent with the Servicing Standard to cause the related
Mortgagor to comply with 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). Subject to Section 3.12(d), the Master Servicer shall timely make a
Servicing Advance to cover any such item which is not so paid, including any
penalties or other charges arising from the Mortgagor's failure to timely pay
such items.

            (c) The Master Servicer shall, as to each and every Serviced Loan,
make a Servicing Advance with respect to the related Mortgaged Property in an
amount equal to all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies
(including Environmental Insurance Policies), in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis. All such Servicing Advances shall be
reimbursable in the first instance from related collections from the Mortgagors,
and further as provided in Section 3.05(a) or 3.05A. No costs incurred by the
Master 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 of this Agreement, including the Trustee's calculation of monthly
distributions to Certificateholders, be added to the unpaid Stated Principal
Balances of the related Serviced Loans, notwithstanding that the terms of such
Loans so permit. The foregoing shall in no way limit the Master Servicer's
ability to charge and collect from the Mortgagor such costs together with
interest thereon.

            (d) The Master Servicer shall, as to all Serviced Loans, establish
and maintain, as applicable, one or more accounts ("Reserve Accounts"), into
which all Reserve Funds, if any, shall be deposited and retained. Withdrawals of
amounts so deposited may be made (i) for the specific purposes for which the
particular Reserve Funds were delivered, in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any other
agreement with the related Mortgagor governing such Reserve Funds, and (ii) to
pay the Master Servicer interest and investment income earned on amounts in the
Reserve Accounts as described below. To the extent permitted in the applicable
Loan documents, funds in the Reserve Accounts may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. Subject to the
related Loan documents, all Reserve Accounts shall be Eligible Accounts.
Consistent with the Servicing Standard, the Master Servicer may waive or extend
the date set forth in any agreement governing Reserve Funds by which any
required repairs, capital improvements and/or environmental remediation at the
related Mortgaged Property must be completed; provided that any waiver, any
extension for more than 120 days and any subsequent extension may only be
granted with the consent of the Special Servicer.

            Section 3.04 Pool Custodial Account, Defeasance Deposit Account,
Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds
Account and Class V Sub-Account.

            (a) The Master Servicer shall establish and maintain one or more
separate accounts (collectively, the "Pool Custodial Account"), in which the
amounts described in clauses (i) through (ix) below (which shall not include any
amounts allocable to the Companion Loans) shall be deposited and held on behalf
of the Trustee in trust for the benefit of the Certificateholders and the
Trustee as the Holder of the Uncertificated Lower-Tier Interests. The Pool
Custodial Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the Pool Custodial Account, within one
Business Day of receipt (in the case of payments by Mortgagors or other
collections on the Mortgage Loans) or as otherwise required hereunder, the
following payments and collections received or made by the Master Servicer or on
its behalf 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 amounts shall be delivered promptly to the Depositor or its
designee, with negotiable instruments endorsed as necessary and appropriate
without recourse, and other than amounts required to be deposited in the
Defeasance Deposit Account), 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 of the Serviced Loans,
      including Principal Prepayments, and regardless of whether those payments
      are made by the related Mortgagor or any related guarantor, out of any
      related Reserve Funds maintained for such purpose, out of collections on
      any related Defeasance Collateral or from any other source;

            (ii) all payments on account of interest on the Serviced Loans,
      including Default Interest, and regardless of whether those payments are
      made by the related Mortgagor or any related guarantor, out of any related
      Reserve Funds maintained for such purpose, out of collections on any
      related Defeasance Collateral or from any other source;

            (iii) all Prepayment Premiums, Yield Maintenance Charges and late
      payment charges received in respect of any Serviced Loan, and, in the case
      of the 88 Third Avenue Loan, the Master Servicing Fee payable by the
      related Mortgagor;

            (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
      Proceeds received in respect of any Serviced Loan (including any amounts
      paid by a Mortgagor or received as Insurance Proceeds, Condemnation
      Proceeds and Liquidation Proceeds that represent recoveries for an Advance
      (or interest thereon) that was previously reimbursed to the party that
      made such Advance as either a Nonrecoverable Advance or as a
      Workout-Delayed Reimbursement Amount);

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

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

            (vii) any amounts required to be transferred from an REO Account
      pursuant to Section 3.17(c);

            (viii) insofar as they do not constitute Escrow Payments, any
      amounts paid by a Mortgagor specifically to cover items for which a
      Servicing Advance has been made; and

            (ix) all amounts remitted or advanced by the applicable Lead Master
      Servicer in respect of the Non-Serviced Trust Loans pursuant to the
      applicable Lead PSA.

provided that any amounts described in clauses (i) through (iv) and (vi) through
(viii) above that relate to any Serviced Loan Group or any related REO Property
(other than Liquidation Proceeds derived from the sale of the Mortgage Loans to
or through the Companion Loan Noteholders pursuant to the Co-Lender Agreement or
as a Specially Serviced Loan pursuant to Section 3.19 or the repurchase of a
Mortgage Loan by a Mortgage Loan Seller) shall be deposited in the applicable
Loan Group Custodial Account, and, in any such case, shall thereafter be
transferred to the Pool Custodial Account as provided in Section 3.05A.

            The foregoing requirements for deposit in the Pool Custodial Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, Reserve Funds, assumption fees,
assumption application fees, funds representing a Mortgagor's payment of costs
and expenses associated with assumptions and defeasance, modification fees,
extension fees, charges for beneficiary statements or demands, amounts collected
for checks returned for insufficient funds and any similar fees not expressly
referred to in the prior paragraph need not be deposited by the Master Servicer
in the Pool Custodial Account. If the Master Servicer shall deposit in the Pool
Custodial Account any amount not required to be deposited therein, it may at any
time withdraw such amount from the Pool Custodial Account, any provision herein
to the contrary notwithstanding. The Master Servicer shall promptly deliver to
the Special Servicer, as additional special servicing compensation in accordance
with Section 3.11(c), all assumption fees and assumption application fees (or
the applicable portions thereof) and other transaction fees received by the
Master Servicer to which the Special Servicer is entitled pursuant to such
Section upon receipt of a written statement (on which the Master Servicer is
entitled to rely) of a Servicing Officer of the Special Servicer describing the
item and amount (unless pursuant to this Agreement it is otherwise clear that
the Special Servicer is entitled to such amounts, in which case a written
statement is not required). The Pool Custodial Account 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 Master
Servicer.

            Upon receipt of any of the amounts described in clauses (i) through
(iv) and (vi) through (viii) above with respect to any Mortgage Loan (other than
any Mortgage Loan that is part of a Serviced Loan Group), the Special Servicer
shall promptly, but in no event later than two Business Days after receipt,
remit such amounts to the Master Servicer for deposit into the Pool Custodial
Account in accordance with the second preceding paragraph, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or other
appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the
order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property
(other than an REO Property that relates to a Loan Group) shall be deposited by
the Special Servicer into the Pool REO Account and thereafter remitted to the
Master Servicer for deposit into the Pool Custodial Account as and to the extent
provided in Section 3.17(c).

            If and when any Mortgagor under a Defeasance Loan that is a Serviced
Loan elects to defease all or any part of its Loan and, pursuant to the
provisions of the related Loan documents, delivers cash to the Master Servicer
to purchase the required Defeasance Collateral, the Master Servicer shall
establish and maintain one or more separate segregated accounts (collectively,
the "Defeasance Deposit Account"), in which the Master Servicer shall deposit
such cash within one Business Day of receipt by the Master Servicer. The Master
Servicer shall retain such cash in the Defeasance Deposit Account pending its
prompt application to purchase Defeasance Collateral. The Master Servicer shall
hold such cash and maintain the Defeasance Deposit Account on behalf of the
Mortgagor, as beneficial owner of the Defeasance Collateral, and the Trustee
and, in the case of the Loan Groups, the Companion Loan Noteholders, to secure
payment on the related Defeasance Loan. The Defeasance Deposit Account shall be
an Eligible Account. To the extent permitted by law or the applicable Defeasance
Loan, prior to the purchase of Defeasance Collateral, funds in the Defeasance
Deposit Account may be invested only in Permitted Investments in accordance with
the provisions of Section 3.06. The Master Servicer shall pay or cause to be
paid to the related Mortgagor(s) interest, if any, earned on the investment of
funds in the Defeasance Deposit Account, if required by law or the terms of the
related Loan(s).

            (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") to be held in trust for the
benefit of the Certificateholders. Each account that constitutes the
Distribution Account shall be an Eligible Account. The Distribution Account
shall be deemed to consist of four separate sub-accounts, which shall be
established and maintained on a book-entry basis: the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Interest Reserve Account and
the Class V Sub-Account. The Master Servicer shall deliver to the Trustee each
month on or before the Master Servicer Remittance Date, for deposit in the
Lower-Tier Distribution Account or, in the case of the Post-ARD Additional
Interest, in the Class V Sub-Account, an aggregate amount of immediately
available funds equal to the Master Servicer Remittance Amount for such Master
Servicer Remittance Date, together with, in the case of the final Distribution
Date, any additional amounts contemplated by the second paragraph of Section
9.01.

            Notwithstanding anything herein to the contrary, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account, the Interest Reserve
Account and the Class V Sub-Account may be maintained as part of a single
Distribution Account. Amounts actually deposited into or distributed from the
Distribution Account will be deemed to be deposited or distributed from the
Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the
Interest Reserve Account or the Class V Sub-Account, as applicable.

            In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee (without duplication) for deposit in the
Lower-Tier Distribution Account:

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

            (ii) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.20(a) in connection with Prepayment Interest
      Shortfalls.

            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 and 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 Net Prepayment
Consideration for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(h) and
4.01(i), respectively.

            In the event that the Master Servicer fails, on any Master Servicer
Remittance Date, to remit to the Trustee any amount(s) required to be so
remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Master
Servicer Remittance Date, to but not including the date such payment was made.

            On the Master Servicer Remittance Date in March of each year
(commencing in March 2007), the Trustee shall transfer from the Interest Reserve
Account to the Lower-Tier Distribution Account all Interest Reserve Amounts then
on deposit in the Interest Reserve Account with respect to the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans.

            As and when required pursuant to Section 3.04(d), the Trustee shall
transfer monies from the Excess Liquidation Proceeds Account to the Lower-Tier
Distribution Account.

            (c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), which may be a sub-account of
the Distribution Account, to be held in trust for the benefit of the
Certificateholders and the Trust as Holder of the Uncertificated Lower-Tier
Interests. Each account that constitutes the Interest Reserve Account shall be
an Eligible Account. On each Distribution Date in February and, during a year
that is not a leap year, in January (in either case, unless such Distribution
Date is the Final Distribution Date), prior to any distributions being made in
respect of the Certificates on such Distribution Date, the Trustee shall
withdraw from the Lower-Tier Distribution Account and deposit in the Interest
Reserve Account with respect to each Interest Reserve Mortgage Loan and Interest
Reserve REO Mortgage Loan, an amount equal to the Interest Reserve Amount, if
any, in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be,
for such Distribution Date.

            Notwithstanding that the Interest Reserve Account, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account and the Class V
Sub-Account may be sub-accounts of the Distribution Account for reasons of
administrative convenience, the Interest Reserve Account, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account and the Class V
Sub-Account shall, for all purposes of this Agreement (including the obligations
and responsibilities of the Trustee hereunder), be considered to be and shall be
required to be treated as, separate and distinct accounts. The Trustee shall
indemnify and hold harmless the Trust Fund against any losses arising out of the
failure by the Trustee to perform its duties and obligations hereunder as if
such accounts were separate. The provisions of this paragraph shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.

            (d) If any Excess Liquidation Proceeds are received on the Mortgage
Pool, the Trustee shall establish and maintain one or more accounts
(collectively, the "Excess Liquidation Proceeds Account") to be held in trust
for the benefit of the Certificateholders. Each account that constitutes the
Excess Liquidation Proceeds Account shall be an Eligible Account. On each Master
Servicer Remittance Date, the Master Servicer shall withdraw from the Pool
Custodial Account and remit to the Trustee for deposit in the Excess Liquidation
Proceeds Account all Excess Liquidation Proceeds (to the extent not allocable to
a Companion Loan) received during the Collection Period ending on the
Determination Date immediately prior to such Master Servicer Remittance Date.

            (e) Funds in the Pool Custodial Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. Funds
in the Distribution Account (and all subaccounts thereof), the Class V
Sub-Account and the Excess Liquidation Proceeds Account shall remain uninvested.
The Master Servicer shall give notice to the Trustee, the Special Servicer and
the Rating Agencies of the location of the Pool Custodial Account as of the
Closing Date and of the new location of the Pool Custodial Account within two
Business Days of any change thereof. As of the Closing Date, the Distribution
Account (and all subaccounts thereof) and, when established, the Excess
Liquidation Proceeds Account and the Class V Sub-Account shall be located at the
Trustee's offices in Chicago, Illinois. The Trustee shall give notice to the
Master Servicer, the Special Servicer and the Rating Agencies of any change in
the location of the Distribution Account (and all subaccounts thereof), the
Interest Reserve Account, the Class V Sub-Account or the Excess Liquidation
Proceeds Account prior to any change thereof.

            (f) The Trustee shall establish, prior to the Master Servicer
Remittance Date relating to any Due Period in which the Post-ARD Additional
Interest is received, and maintain the Class V Sub-Account in the name of the
Trustee for the benefit of the Holders of the Class V Certificates. The Class V
Sub-Account shall be established and maintained as an Eligible Account or,
subject to Section 3.04(b), a subaccount of an Eligible Account. On or before
each Master Servicer Remittance Date, the Master Servicer shall remit to the
Trustee for deposit in the Class V Sub-Account an amount equal to the Post-ARD
Additional Interest received by the Master Servicer during the related Due
Period. On each Distribution Date, the Trustee shall withdraw the Post-ARD
Additional Interest from the Class V Sub-Account for distribution pursuant to
Section 4.01(k). Following the distribution of Post-ARD Additional Interest in
full to Holders of the Class V Certificates, the Trustee shall terminate the
Class V Sub-Account.

            Section 3.04A. Loan Group Custodial Account.

            (a) The Master Servicer shall establish and maintain, with respect
to each Serviced Loan Group, one or more sub-accounts of a single account (with
respect to each Loan Group, the "Loan Group Custodial Account") in which the
amounts described in clauses (i) through (ix) below shall be deposited and held
in trust for the benefit of the related Loan Group Noteholders, as their
interests may appear; provided that a Loan Group Custodial Account may be a
sub-account of another Custodial Account. Each of the Loan Group Custodial
Accounts shall be an Eligible Account or a subaccount of an Eligible Account.
The Master Servicer shall deposit or cause to be deposited in the applicable
Loan Group Custodial Account, within one Business Day of receipt (in the case of
payments or other collections on such Loan Group) or as otherwise required
hereunder, the following payments and collections received or made by the Master
Servicer or on its behalf with respect to the related Loan Group subsequent to
the Cut-off Date (other than in respect of principal and interest on such Loan
Group due and payable on or before the Cut-off Date, which payments shall be
held pursuant to the terms of the related Co-Lender Agreement, and other than
amounts required to be deposited in the Defeasance Deposit Account):

            (i) all payments on account of principal of the applicable Loan
      Group, including Principal Prepayments, and regardless of whether those
      payments are made by the related Mortgagor or any related guarantor, out
      of any related Reserve Funds maintained for such purpose, out of
      collections on any related Defeasance Collateral or from any other source;

            (ii) all payments on account of interest on the applicable Loan
      Group, including Default Interest, and regardless of whether those
      payments are made by the related Mortgagor or any related guarantor, out
      of any related Reserve Funds maintained for such purpose, out of
      collections on any related Defeasance Collateral or from any other source;

            (iii) all Prepayment Premiums, Yield Maintenance Charges and/or late
      payment charges received in respect of the applicable Loan Group;

            (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
      Proceeds received in respect of the applicable Loan Group (other than
      Liquidation Proceeds derived from the sale of any Mortgage Loans to or
      through the related Subordinate Companion Loan Noteholder or the
      repurchase of a Mortgage Loan by a Mortgage Loan Seller, which shall be
      deposited directly into the Pool Custodial Account) (including any amounts
      paid by a Mortgagor or received as Insurance Proceeds, Condemnation
      Proceeds and Liquidation Proceeds that represent recoveries for an Advance
      (or interest thereon) that was previously reimbursed to the party that
      made such Advance as either a Nonrecoverable Advance or as a
      Workout-Delayed Reimbursement Amount);

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

            (vi) any amounts required to be deposited by the Master Servicer or
      the Special Servicer pursuant to Section 3.07(b) in connection with losses
      with respect to the applicable Loan Group resulting from a deductible
      clause in a blanket hazard policy;

            (vii) any amounts required to be transferred from the related Loan
      Group REO Account pursuant to Section 3.17(c);

            (viii) insofar as they do not constitute Escrow Payments, any
      amounts paid by the related Mortgagor with respect to the applicable Loan
      Group specifically to cover items for which a Servicing Advance has been
      made; and

            (ix) any P&I Advances required to be made by the Master Servicer
      with respect to a Loan Group Trust Mortgage Loan in accordance with
      Section 4.03A.

            The foregoing requirements for deposit in the applicable Loan Group
Custodial Account shall be exclusive. Notwithstanding the foregoing, actual
payments from the related Mortgagor in respect of all Loan Groups in the nature
of Escrow Payments, Reserve Funds, assumption fees, assumption application fees,
funds representing such Mortgagor's payment of costs and expenses associated
with assumptions and defeasance, modification fees, extension fees, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds and any similar fees not expressly referred to in the prior
paragraph need not be deposited by the Master Servicer in the applicable Loan
Group Custodial Account. If the Master Servicer shall deposit into a Loan Group
Custodial Account any amount not required to be deposited therein, it may at any
time withdraw such amount from such Loan Group Custodial Account, any provision
herein to the contrary notwithstanding. The Master Servicer shall promptly
deliver to the Special Servicer, as additional special servicing compensation in
accordance with Section 3.11(c), all assumption fees and assumption application
fees (or the applicable portions thereof) and other transaction fees received by
the Master Servicer with respect to all Loan Groups, to which the Special
Servicer is entitled pursuant to such section, upon receipt of a written
statement of a Servicing Officer of the Special Servicer describing the item and
amount (unless pursuant to this Agreement it is otherwise clear that the Special
Servicer is entitled to such amounts, in which case a written statement is not
required). Each Loan Group Custodial Account 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 Master Servicer.

            Upon receipt of any of the amounts described in clauses (i) through
(iv) and (viii) above with respect to a Loan Group, the Special Servicer shall
promptly, but in no event later than one Business Day after receipt, remit such
amounts to the Master Servicer for deposit into the related Loan Group Custodial
Account in accordance with the second preceding paragraph, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or other
appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the
order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property
that relates to any Loan Group shall initially be deposited by the Special
Servicer into the related REO Account and thereafter remitted to the Master
Servicer for deposit into the related Loan Group Custodial Account, all in
accordance with Section 3.17(c).

            (b) If and when the related Mortgagor elects to defease a Serviced
Loan Group, the provisions of the last paragraph of Section 3.04(a) relating to
the Defeasance Deposit Account shall apply.

            (c) The Master Servicer shall give notice to the Trustee, the
related Companion Loan Noteholders and the Special Servicer of the location of
the related Loan Group Custodial Account when first established and of the new
location of such Custodial Account prior to any change thereof.

            Section 3.05 Permitted Withdrawals From the Pool Custodial Account,
the Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Pool Custodial Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

            (i) to remit to the Trustee for deposit in the Distribution Account
      the amounts required to be so deposited pursuant to the first paragraph of
      Section 3.04(b), and any amounts that may be applied to make P&I Advances
      pursuant to Section 4.03(a);

            (ii) to reimburse the Trustee and itself, in that order, for
      unreimbursed P&I Advances made thereby with respect to the Mortgage Pool
      (excluding any P&I Advances made with respect to any Mortgage Loan that is
      part of a Serviced Loan Group and any related REO Loans), the Trustee's
      and Master Servicer's, as the case may be, respective rights to
      reimbursement pursuant to this clause (ii) with respect to any such P&I
      Advance being limited to amounts on deposit in the Pool Custodial Account
      that represent Late Collections of interest and principal (net of the
      related Master Servicing Fees and any related Workout Fees or Liquidation
      Fees) received in respect of the particular Mortgage Loan or REO Mortgage
      Loan as to which such P&I Advance was made; provided, however, that if any
      P&I Advance that was made with respect to the Mortgage Pool (including any
      Mortgage Loans that are part of a Serviced Loan Group and any related REO
      Loans) 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 Pool Custodial Account from time to
      time that represent collections or recoveries of principal to the extent
      provided in clause (vii) below until such Advance becomes a Nonrecoverable
      Advance;

            (iii) to pay (A) to itself earned and unpaid Master Servicing Fees
      with respect to the Mortgage Pool (exclusive of the Serviced Loan Group
      Trust Mortgage Loans and any related REO Mortgage Loans), the Master
      Servicer's right to payment pursuant to this clause (iii)(A) with respect
      to any such Master Servicing Fees being limited to amounts on deposit in
      the Pool Custodial Account that are allocable as a recovery of interest on
      or in respect of the Mortgage Loan or REO Mortgage Loan as to which such
      Master Servicing Fees were earned, and (B) to itself, out of general
      collections on the Mortgage Pool on deposit in the Pool Custodial Account,
      any Master Servicing Fee earned in respect of any Mortgage Loan or REO
      Mortgage Loan (including any Loan Group Trust Mortgage Loans and/or any
      related REO Mortgage Loans, to the extent not paid from the related Loan
      Group Custodial Account pursuant to Section 3.05A) that remains unpaid
      after the application of clause (A) above following a Final Recovery
      Determination made with respect to such Mortgage Loan or the related REO
      Property and the deposit into the Pool Custodial Account of all amounts
      received in connection with such Final Recovery Determination;

            (iv) to pay to the Special Servicer, out of general collections on
      the Mortgage Pool on deposit in the Pool Custodial Account, earned and
      unpaid Special Servicing Fees in respect of each Specially Serviced Loan
      and REO Mortgage Loan (including the Loan Group Trust Mortgage Loans
      and/or any related REO Mortgage Loans, to the extent not paid from the
      related Loan Group Custodial Account pursuant to Section 3.05A);

            (v) to pay the Special Servicer (or, if applicable, a predecessor
      Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees
      in respect of each Specially Serviced Loan, Corrected Loan and/or REO
      Mortgage Loan (including the Loan Group Trust Mortgage Loans and/or any
      related REO Mortgage Loans, to the extent not paid from the related Loan
      Group Custodial Account pursuant to Section 3.05A), as applicable, in the
      amounts and from the sources specified in Section 3.11(b);

            (vi) to reimburse the Trustee, itself and the Special Servicer, in
      that order, for any unreimbursed Servicing Advances made thereby with
      respect to any Mortgage Loan or REO Property (other than the Loan Group
      Trust Mortgage Loans and/or any related REO Properties), the Trustee's,
      the Master Servicer's and the Special Servicer's respective rights to
      reimbursement pursuant to this clause (vi) with respect to any Servicing
      Advance being limited to amounts on deposit in the Pool Custodial Account
      that represent payments made by the related Mortgagor to cover the item
      for which such Servicing Advance was made, and to amounts on deposit in
      the Pool Custodial Account that represent Liquidation Proceeds (net of
      Liquidation Fees or Workout Fees payable therefrom), Condemnation
      Proceeds, Insurance Proceeds and, if applicable, REO Revenues received in
      respect of the particular Mortgage Loan or REO Property as to which such
      Servicing Advance was made; 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 all of the Mortgage
      Loans and REO Properties on deposit in the Pool Custodial Account from
      time to time that represent collections or recoveries of principal to the
      extent provided in clause (vii) below until such Advance becomes a
      Nonrecoverable Advance;

            (vii) to reimburse the Trustee, itself and the Special Servicer, in
      that order, out of general collections on the Mortgage Pool on deposit in
      the Pool Custodial Account, first from such amounts that are allocated to
      the Sub-Pool to which the subject Loan belongs and second from any other
      amounts on deposit in the Pool Custodial Account for (1)(a) any
      unreimbursed Advances that have been or are determined to be
      Nonrecoverable Advances and (b) with respect to the JQH Hotel Portfolio B2
      Loan Group, the Centra Point Portfolio Loan Group and the One New York
      Plaza Loan Group, to reimburse the 2005-GG5 Fiscal Agent, the 2005-GG5
      Trustee or the LB-UBS 2006-C4 Trustee, as applicable, 2005-GG5 Special
      Servicer or LB-UBS 2006-C4 Special Servicer, as applicable, and the
      2005-GG5 Master Servicer or the LB-UBS 2006-C4 Master Servicer, as
      applicable, in that order, for any unreimbursed servicing advances made by
      any such party pursuant to the 2005-GG5 PSA or the LB-UBS 2006-C4 PSA, as
      applicable, in respect of such Loan Group that have been or are determined
      to be nonrecoverable advances pursuant to the terms of the 2005-GG5 PSA or
      the LB-UBS 2006-C4 PSA, as applicable (up to, with respect to servicing
      advances, the corresponding Loan Group Trust Mortgage Loan's proportionate
      share of such advance, or if such amount, together with amounts available
      in the trust fund created under the 2005-GG5 PSA or the LB-UBS 2006-C4
      PSA, as applicable, is insufficient to reimburse the party that made such
      advance, then up to the full amount of such advance) 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, net of such amounts being reimbursed pursuant to
      clause (1) above, until such Workout-Delayed Reimbursement Amount becomes
      a Nonrecoverable Advance, in which event it shall be reimbursable pursuant
      to clause (1) above; provided that the amounts referred to in clause (1)
      above may be withdrawn over time in accordance with Section 3.05(e);

            (viii) to pay the Trustee, itself and the Special Servicer, in that
      order, any interest accrued and payable in accordance with Section
      3.12(b), 4.03(d) or 4.03A(d), as applicable, on any Advance made thereby
      with respect to the Mortgage Pool (exclusive of the Serviced Loan Group
      Trust Mortgage Loans and any related REO Mortgage Loans), the Trustee's,
      the Master Servicer's and the Special Servicer's respective rights to
      payment pursuant to this clause (viii) with respect to interest on any
      such Advance being limited to amounts on deposit in the Pool Custodial
      Account that represent Default Charges collected on or in respect of the
      related Mortgage Loan during the Collection Period in which such Advance
      is reimbursed, as and to the extent contemplated by Sections 3.27(a) and
      (b);

            (ix) to pay, out of general collections on the Mortgage Pool on
      deposit in the Pool Custodial Account, the Trustee, itself and the Special
      Servicer, in that order, any interest accrued and payable in accordance
      with Section 3.12(b), 4.03(d) or 4.03A(d), as applicable, (i) on any
      Advance (including any Advance that constitutes a Workout-Delayed
      Reimbursement Amount) made thereby with respect to the Mortgage Pool or
      (ii) any servicing advance made by the 2005-GG5 Master Servicer or LB-UBS
      2006-C4 Master Servicer, as applicable, the 2005-GG5 Special Servicer or
      the LB-UBS 2006-C4 Special Servicer, as applicable, the 2005-GG5 Trustee
      or the LB-UBS 2006-C4 Trustee, as applicable, or the 2005-GG5 Fiscal Agent
      with respect to the JQH Hotel Portfolio B2 Loan Group, the Centra Point
      Portfolio Loan Group and One New York Plaza Loan Group, but only to the
      extent that such Advance has been reimbursed and the interest thereon is
      not otherwise payable as contemplated by the immediately preceding clause
      (viii) or Section 3.05A, as applicable;

            (x) to pay, out of amounts on deposit in the Pool Custodial Account
      that represent Default Charges collected on or in respect of the related
      Mortgage Loan and not otherwise applied as contemplated by clause (viii)
      above, any unpaid expense (other than interest accrued on Advances, which
      is payable pursuant to clause (viii) above, and other than Special
      Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect
      to any Mortgage Loan or REO Mortgage Loan that, if paid from a source
      other than Default Charges, would constitute an Additional Trust Fund
      Expense, as and to the extent contemplated by Sections 3.27(a) and (b);

            (xi) to pay, out of general collections on the Mortgage Pool on
      deposit in the Pool Custodial Account, (A) costs and expenses incurred by
      the Trust Fund pursuant to Section 3.09(c) (other than the costs of
      environmental testing, which are to be covered by, and reimbursable as, a
      Servicing Advance), (B) the cost of an independent appraiser or other
      expert in real estate matters retained pursuant to Sections 3.12(d),
      3.19(g), or 4.03(c), and (C) the fees of any Independent Contractor
      retained with respect to any related REO Property pursuant to Section
      3.18(d) (to the extent that it has not paid itself such fees prior to
      remitting collections on such REO Property to the Special Servicer);
      provided that, in the case of a Loan Group Mortgaged Property, any payment
      pursuant to this clause (xi) is to be made only to the extent that it
      would not ultimately be payable out of collections on or in respect of the
      related Loan Group;

            (xii) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(a), (A) interest and investment income earned
      in respect of amounts held in the Pool Custodial Account as provided in
      Section 3.06(b), but only to the extent of the Net Investment Earnings
      with respect to the Pool Custodial Account for any Collection Period, (B)
      Prepayment Interest Excesses collected on the Mortgage Pool (exclusive of
      the Serviced Loan Group Trust Mortgage Loans) and (C) Net Default Charges
      (after application pursuant to Sections 3.27(a) and (b)) actually
      collected that accrued in respect of Mortgage Loans (other than the
      Serviced Loan Group Trust Mortgage Loans) that are not Specially Serviced
      Loans, and to pay the Special Servicer, as additional special servicing
      compensation in accordance with Section 3.11(c), Net Default Charges
      (after application pursuant to Sections 3.27(a) and (b)) actually
      collected that accrued in respect of Specially Serviced Loans and REO
      Mortgage Loans (other than the Serviced Loan Group Trust Mortgage Loans
      and/or any related REO Mortgage Loans);

            (xiii) to pay itself, the Special Servicer, the Depositor, or any of
      their respective members, managers, directors, officers, employees and
      agents, as the case may be, out of general collections on the Mortgage
      Pool on deposit in the Pool Custodial Account, any amounts payable to any
      such Person pursuant to Section 6.03; provided that such payment does not
      relate solely to the Companion Loans;

            (xiv) to pay, out of general collections on the Mortgage Pool on
      deposit in the Pool Custodial Account, for (A) the cost of the Opinion of
      Counsel contemplated by Section 12.02(a), (B) the cost of an Opinion of
      Counsel contemplated by Section 12.01(a) or 12.01(c) in connection with
      any amendment to this Agreement requested by the Master Servicer or the
      Special Servicer that protects or is in furtherance of the rights and
      interests of Certificateholders, and (C) the cost of recording this
      Agreement in accordance with Section 12.02(a);

            (xv) to pay itself, the Special Servicer, any Controlling Class
      Certificateholder or any other Person, as the case may be, with respect to
      each Mortgage Loan, if any, previously purchased by such Person pursuant
      to this Agreement, all amounts received thereon subsequent to the date of
      purchase that have been deposited in the Pool Custodial Account;

            (xvi) to pay, in accordance with Section 3.12(e), out of general
      collections on the Mortgage Pool on deposit in the Pool Custodial Account,
      any servicing expenses, that would, if advanced, constitute Nonrecoverable
      Servicing Advances (including servicing expenses that relate to, and are
      allocable to, any related REO Loan, but excluding servicing expenses that
      relate solely to the Companion Loans or any related REO Loans), to the
      extent no funds are available therefor in the related Loan Group Custodial
      Account;

            (xvii) on each Master Servicer Remittance Date, to transfer Excess
      Liquidation Proceeds in respect of the Mortgage Pool to the Trustee, for
      deposit in the Excess Liquidation Proceeds Account, in accordance with
      Section 3.04(d);

            (xviii) to pay any other amounts due the Lead Master Servicer or
      Lead Special Servicer, as applicable under a Lead PSA to the extent
      required under the related Co-Lender Agreement;

            (xix) to remit the Post-ARD Additional Interest to the Trustee for
      deposit in the Class V Sub-Account pursuant to Section 3.04(f); and

            (xx) to clear and terminate the Pool Custodial Account at the
      termination of this Agreement pursuant to Section 9.01.

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Pool Custodial Account pursuant to clauses (ii) through
(xix) above.

            The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) or the Trustee from
the Pool Custodial Account, amounts permitted to be paid to the Special Servicer
(or to any such third party contractor) or the Trustee therefrom promptly upon
receipt of a written statement of a Servicing Officer of the Special Servicer or
of a Responsible Officer of the Trustee describing the item and amount to which
the Special Servicer (or such third party contractor) or the Trustee, as
applicable, is entitled (unless such payment to the Special Servicer or the
Trustee (for example, the Trustee Fee), as the case may be, is clearly required
pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and
shall have no duty to re-calculate the amounts stated therein. With respect to
any reimbursement to be made hereunder to the 2005-GG5 Master Servicer, the
2005-GG5 Special Servicer, the 2005-GG5 Trustee, or 2005-GG5 Fiscal Agent in
respect of any servicing advance made by such parties subsequently determined to
be nonrecoverable pursuant to the terms of the 2005-GG5 PSA, the Master Servicer
may conclusively rely on a written statement from such party delivered to the
Master Servicer that such advance made is nonrecoverable under the terms of the
2005-GG5 PSA. With respect to any reimbursement to be made hereunder to the
LB-UBS 2006-C4 Master Servicer, the LB-UBS 2006-C4 Special Servicer or the
LB-UBS 2006-C4 Trustee in respect of any servicing advance made by such parties
subsequently determined to be nonrecoverable pursuant to the terms of the LB-UBS
2006-C4 PSA, the Master Servicer may conclusively rely on a written statement
from such party delivered to the Master Servicer that such advance made is
nonrecoverable under the terms of the LB-UBS 2006-C4 PSA.

            The Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Loan and REO Property, on a loan-by-loan basis, for the
purpose of justifying any request for withdrawal from the Pool Custodial
Account. With respect to each Mortgage Loan for which it makes an Advance, the
Trustee shall keep and maintain separate accounting, on a loan-by-loan basis,
for the purpose of justifying any request for withdrawal from the Pool Custodial
Account for reimbursements of Advances or interest thereon.

            (b) Promptly on each Distribution Date, the Trustee shall be deemed
to withdraw from the Lower-Tier Distribution Account and 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 Net
Prepayment Consideration for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(h) and
4.01(i), respectively. The Trustee may, from time to time, make withdrawals from
the Distribution Account (which in the case of clauses (ii) through (vii) shall
be deemed to have been withdrawn from the Lower-Tier Distribution Account) for
any of the following purposes (in no particular order of priority):

            (i) to make distributions to Certificateholders from the applicable
      sub-account on each Distribution Date pursuant to Section 4.01 or 9.01, as
      applicable;

            (ii) to pay (A) the Trustee or any of their respective directors,
      officers, employees and agents, as the case may be, out of general
      collections on the Mortgage Loans on deposit in the Distribution Account,
      any amounts payable or reimbursable to any such Person pursuant to Section
      7.01(b) and/or Section 8.05, as applicable, and (B) as and when
      contemplated by Section 8.08, the cost of the Trustee's transferring
      Mortgage Files and other documents to a successor after being terminated
      by Certificateholders pursuant to Section 8.07(c) without cause;

            (iii) to pay, out of general collections on the Mortgage Loans on
      deposit in the Distribution Account, for the cost of the Opinions of
      Counsel sought by the Trustee or the Tax Administrator (A) as provided in
      clause (iv) of the definition of "Disqualified Organization," (B) as
      contemplated by Section 10.01(i), or (C) as contemplated by Section
      12.01(a) or 12.01(c) in connection with any amendment to this Agreement
      requested by the Trustee which amendment is in furtherance of the rights
      and interests of Certificateholders;

            (iv) to pay, out of general collections on the Mortgage Loans on
      deposit in the Distribution Account, any and all federal, state and local
      taxes imposed on the REMIC Pool or on the assets or transactions of the
      REMIC Pool, together with all incidental costs and expenses, to the extent
      none of the Trustee, the Tax Administrator, the Master Servicer or the
      Special Servicer is liable therefor pursuant to Section 10.01(j);

            (v) to pay the Tax Administrator, out of general collections on the
      Mortgage Loans on deposit in the Distribution Account, any amounts
      reimbursable to it pursuant to Section 10.01(f);

            (vi) to pay the Master Servicer any amounts deposited by the Master
      Servicer in the Distribution Account in error;

            (vii) to transfer Interest Reserve Amounts in respect of the
      Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage
      Loans from the Distribution Account to the Interest Reserve Account as and
      when required by Section 3.04(c); and

            (viii) to clear and terminate the Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

            On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (vii) above from the Distribution Account (which will be deemed to be
withdrawn from the Lower-Tier Distribution Account) prior to making
distributions to Certificateholders on such Distribution Date.

            (c) On each Master Servicer Remittance Date in March (commencing in
March 2007) (or February if the related Distribution Date is the Final
Distribution Date), the Trustee shall withdraw from the Interest Reserve Account
and deposit in the Lower-Tier Distribution Account all Interest Reserve Amounts
that have been deposited in the Interest Reserve Account in respect of the
Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans
during February and/or January of the same year in accordance with Section
3.04(c).

            (d) On each Master Servicer Remittance Date, the Trustee shall
withdraw from the Excess Liquidation Proceeds Account and deposit in the
Lower-Tier Distribution Account, for distribution on the following Distribution
Date, an amount equal to the lesser of (i) the entire amount, if any, then on
deposit in the Excess Liquidation Proceeds Account and (ii) the excess, if any,
of the aggregate amount distributable with respect to the Regular Interest
Certificates on such Distribution Date pursuant to Sections 4.01(a) and 4.01(b),
over the Available Distribution Amount for such Distribution Date (calculated
without regard to such transfer from the Excess Liquidation Proceeds Account to
the Distribution Account); provided that on the Master Servicer Remittance Date
immediately prior to the Final Distribution Date, the Trustee shall withdraw
from the Excess Liquidation Proceeds Account and deposit in the Lower-Tier
Distribution Account, for distribution on such Distribution Date, any and all
amounts then on deposit in the Excess Liquidation Proceeds Account.

            (e) Notwithstanding anything to the contrary contained herein, upon
a determination that a previously made Advance is a Nonrecoverable Advance,
instead of obtaining reimbursement out of general collections on the Mortgage
Pool on deposit in the Pool Custodial Account immediately as contemplated by
Section 3.05(a)(vii), the Master Servicer, the Special Servicer or the Trustee,
as applicable, may, in its sole discretion, elect to obtain reimbursement for
such Nonrecoverable Advance over time and the unreimbursed portion of such
Advance will accrue interest at the Prime Rate. At any time after such a
determination to obtain reimbursement over time (not to exceed a period longer
than 12 months), the Master 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 constitute a violation of the Servicing
Standard by the Master Servicer or the Special Servicer or be deemed a breach of
any fiduciary duty of the Trustee to Certificateholders by the Trustee or a
breach of a contractual obligation by the Master Servicer, the Special Servicer
or the Trustee. The Master Servicer's, the Special Servicer's or the Trustee's
agreement to defer reimbursements of Nonrecoverable Advances as set forth in
this Section 3.05(e) is an accommodation to the Certificateholders and is not to
be construed as on obligation on the part of the Master Servicer, Special
Servicer or Trustee or a right of the Certificateholders.

            To the extent a Nonrecoverable Advance with respect to a Mortgage
Loan is required to be reimbursed from general collections on the Mortgage Loans
pursuant to clauses (vi) or (vii) of Section 3.05(a), such reimbursement shall
be allocated first, to the principal portion of the general collections
available on the Mortgage Loans. To the extent a Workout-Delayed Reimbursement
Amount is reimbursed pursuant to clause (vii) of Section 3.05(a), such
reimbursement shall be limited to an amount equal to, and be allocable solely
to, principal collections available on the Mortgage Loans, net of amounts paid
pursuant to the previous sentence until it becomes a Nonrecoverable Advance.

            The Master Servicer shall give each Rating Agency at least 15 days
notice prior to any reimbursement to it of Nonrecoverable Advances from amounts
in the Pool Custodial Account allocable to interest on the Trust Mortgage Loans
unless (1) the Master Servicer determines in its sole discretion that waiting 15
days after such a notice could jeopardize the Master Servicer's ability to
recover Nonrecoverable Advances, (2) changed circumstances or new or different
information becomes known to the Master Servicer that could affect or cause a
determination of whether any Advance is a Nonrecoverable Advance, whether to
defer reimbursement of a Nonrecoverable Advance or the determination in clause
(1) above, or (3) the Master Servicer has not timely received from the Trustee
information requested by the Master Servicer to consider in determining whether
to defer reimbursement of a Nonrecoverable Advance; provided that, if clause
(1), (2) or (3) apply, the Master Servicer shall give each Rating Agency notice
of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in
the Pool Custodial Account allocable to interest on the Trust Mortgage Loans as
soon as reasonably practicable in such circumstances. The Master Servicer shall
have no liability for any loss, liability or expense resulting from any notice
provided to each Rating Agency contemplated by the immediately preceding
sentence.

            (f) In the event that servicing advances on the JQH Hotel Portfolio
B2 Loan Group and the Centra Point Portfolio Loan Group have been made with
respect to the JQH Hotel Portfolio B2 Loan Group or Centra Point Portfolio Loan
Group under the 2005-GG5 PSA by the 2005-GG5 Master Servicer, the 2005-GG5
Special Servicer, the 2005-GG5 Trustee or 2005-GG5 Fiscal Agent and in
accordance with the 2005-GG5 PSA, a subsequent determination has been made that
such advance constitutes a nonrecoverable advance, the party that made such
advance shall be entitled to a reimbursement of such advance with interest
thereon as set forth in the 2005-GG5 PSA, from general collections on all
Mortgage Loans in the Pool Custodial Account (up to the related Loan Group Trust
Mortgage Loan's proportionate share of such servicing advance, or if such amount
together with amounts available from general collections in the custodial
account created under the 2005-GG5 PSA is insufficient to reimburse the party
that made such servicing advance, then up to the full amount of such servicing
advance and interest thereon).

            (g) In the event that servicing advances on the One New York Plaza
Loan Group have been made with respect to the One New York Plaza Loan Group
under the LB-UBS 2006-C4 PSA by the LB-UBS 2006-C4 Master Servicer, the LB-UBS
2006-C4 Special Servicer or the LB-UBS 2006-C4 Trustee and in accordance with
the LB-UBS 2006-C4 PSA, a subsequent determination has been made that such
advance constitutes a nonrecoverable advance, the party that made such advance
shall be entitled to a reimbursement of such advance with interest thereon as
set forth in the LB-UBS 2006-C4 PSA, from general collections on all Mortgage
Loans in the Pool Custodial Account (up to the related Loan Group Trust Mortgage
Loan's proportionate share of such servicing advance, or if such amount together
with amounts available from general collections in the custodial account created
under the LB-UBS 2006-C4 PSA is insufficient to reimburse the party that made
such servicing advance, then up to the full amount of such servicing advance and
interest thereon).

            Section 3.05A. Permitted Withdrawals From the Loan Group Custodial
Account.

            The Master Servicer may, from time to time, make withdrawals from
the applicable Loan Group Custodial Account, for any of the following purposes
(the order set forth below not constituting an order of priority for such
withdrawals), such amounts being allocated among the Loans in the Loan Group as
provided in the related Co-Lender Agreement:

            (i) to make remittances each month on or before the Master Servicer
      Remittance Date therein, in an aggregate amount of immediately available
      funds equal to the applicable Loan Group Remittance Amount, to the Trust
      (as holder of the Loan Group Trust Mortgage Loans or any related REO
      Mortgage Loans) and the related Companion Loan Noteholder, in accordance
      with the applicable provisions of the related Co-Lender Agreement, as
      applicable, such remittances to the Trust to be made into the Pool
      Custodial Account;

            (ii) to reimburse, first, the Trustee, and then, itself, in that
      order, for unreimbursed P&I Advances made by such party (with its own
      funds) with respect to the related Loan Group Trust Mortgage Loan, any
      such party's rights to reimbursement pursuant to this clause (ii) with
      respect to any such P&I Advance being limited to amounts on deposit in the
      applicable Loan Group Custodial Account that represent late collections of
      interest and principal (net of the related Master Servicing Fees and any
      related Workout Fees or Liquidation Fees) received in respect of the
      particular Loan Group Trust Mortgage Loan (as allocable thereto pursuant
      to the related Loan documents and the related Co-Lender Agreement);

            (iii) to pay to itself earned and unpaid Master Servicing Fees with
      respect to the related Loan Group (or any successor REO Loans), the Master
      Servicer's respective rights to payment pursuant to this clause (iii) with
      respect to any Loan (or any successor REO Loan) in such Loan Group being
      limited to amounts on deposit in the related Loan Group Custodial Account
      that were received on or in respect of such Loan (or successor REO Loan)
      and are allocable as a recovery of interest thereon;

            (iv) to reimburse, first, the Trustee, and then, itself, in that
      order, for any unreimbursed P&I Advances made by such party (with its own
      funds) with respect to the related Loan Group Trust Mortgage Loan that
      such party has determined are Nonrecoverable Advances, such party's rights
      to reimbursement pursuant to this clause (iv) with respect to any such P&I
      Advance being limited to amounts on deposit in the applicable Loan Group
      Custodial Account that were received in respect of the particular Loan
      Group Trust Mortgage Loan (as allocable thereto pursuant to the related
      Loan documents and the related Co-Lender Agreement), in the Loan Group as
      to which such P&I Advance was made;

            (v) to pay to the Special Servicer earned and unpaid Special
      Servicing Fees in respect of the related Loan Group while any Loan in such
      Loan Group constitutes a Specially Serviced Loan and after the Loan Group
      Mortgaged Properties become REO Properties;

            (vi) to pay the Special Servicer (or, if applicable, a predecessor
      Special Servicer) earned and unpaid Workout Fees and Liquidation Fees in
      respect of the related Loan Group, in the amounts and from the sources
      specified in Section 3.11(b);

            (vii) to reimburse first, the Trustee, second, itself and last, the
      Special Servicer, in that order, for any unreimbursed Servicing Advances
      made thereby with respect to the related Loan Group or any related REO
      Properties, any such party's respective rights to reimbursement pursuant
      to this clause (vii) with respect to any Servicing Advance being limited
      to amounts on deposit in the applicable Loan Group Custodial Account that
      represent payments made by the related Mortgagor to cover the item for
      which such Servicing Advance was made, and to amounts on deposit in the
      related Loan Group Custodial Account that represent Liquidation Proceeds
      (net of Liquidation Fees payable therefrom), Condemnation Proceeds,
      Insurance Proceeds and, if applicable, REO Revenues received in respect of
      the related Loan Group or related Loan Group REO Properties as to which
      such Servicing Advance was made;

            (viii) to reimburse, first, the Trustee, second, itself and last,
      the Special Servicer, in that order, out of general collections in the
      Loan Group Custodial Account, for any unreimbursed Servicing Advances made
      thereby with respect to the related Loan Group or any related REO
      Properties that such party has determined are Nonrecoverable Advances,
      such amounts being allocated among the Loans in the Loan Group as provided
      in the related Co-Lender Agreement; provided that such amounts may be
      withdrawn over time in accordance with Section 3.05A(b);

            (ix) to pay first, the Trustee, second, itself and last, the Special
      Servicer, in that order, any interest accrued on any Advance made thereby
      with respect to the Loans in the related Loan Group or with respect to the
      related Loan Group Mortgaged Properties, any such party's respective right
      to payment pursuant to this clause (ix) with respect to interest on any
      Advance being permitted to be satisfied (A) first, out of any amounts on
      deposit in the applicable Loan Group Custodial Account that represent
      Default Charges collected during the same Collection Period in which such
      Advance is reimbursed, as and to the extent contemplated by Section
      3.27(c), and (B) second, to the extent that the Default Charges described
      in the immediately preceding clause (A) are insufficient, but only if such
      Advance is being reimbursed at the same time or if such Advance has been
      previously reimbursed, out of any amounts on deposit in the applicable
      Loan Group Custodial Account that represent any other collections on or in
      respect of the related Loan Group;

            (x) to pay for (A) costs and expenses incurred with respect to the
      Loan Group Mortgaged Properties pursuant to Section 3.09(c) (other than
      the costs of environmental testing, which are to be covered by, and
      reimbursable as, a Servicing Advance), (B) the costs and expenses of
      obtaining appraisals of the Loan Group Mortgaged Properties pursuant to
      Section 3.12(d) or 4.03A(c), as applicable, and (C) the fees of any
      Independent Contractor retained with respect to any related Loan Group REO
      Property pursuant to Section 3.18(d) (to the extent that it has not paid
      itself such fees prior to remitting collections on such REO Property to
      the Special Servicer);

            (xi) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(a), (A) interest and investment income earned
      in respect of amounts held in the applicable Loan Group Custodial Account
      as provided in Section 3.06(b), but only to the extent of the Net
      Investment Earnings with respect to the applicable Loan Group Custodial
      Account for any Collection Period and (B) Net Default Charges (after
      application pursuant to Section 3.27(c)) actually collected that accrued
      in respect of the Companion Loans during a period that they were not
      Specially Serviced Loans and the Loan Group Mortgaged Properties were not
      REO Properties, and to pay the Special Servicer, as additional special
      servicing compensation in accordance with Section 3.11(c), Net Default
      Charges (after application pursuant to Section 3.27(c)) actually collected
      that accrued in respect of the Companion Loans during a period that they
      were Specially Serviced Loans or the Loan Group Mortgaged Properties were
      REO Properties;

            (xii) to pay itself, the Special Servicer or any of their respective
      members, managers, directors, officers, employees and agents, as the case
      may be, any amounts payable to any such Person pursuant to Section 6.03,
      to the extent such amounts relate to the related Loan Group;

            (xiii) to pay for the cost of recording the Co-Lender Agreement and
      any required opinion of counsel related thereto and, to the extent
      applicable pursuant to Section 12.02, the allocable portion of the cost of
      the Opinion of Counsel contemplated by Section 12.01 or 12.02(a) in
      connection with any amendment to this Agreement requested by the Master
      Servicer or the Special Servicer that protects or is in furtherance of the
      rights and interests of the Certificateholders;

            (xiv) [Reserved];

            (xv) to pay, in accordance with Section 3.12(e), out of collections
      on the related Loan Group on deposit in the related Loan Group Custodial
      Account, any servicing expenses with respect to the related Loans, that
      would, if advanced, constitute Nonrecoverable Servicing Advances (provided
      that servicing expenses that relate solely to a Serviced Companion Loan or
      any related REO Loans will be paid solely from funds allocable thereto;

            (xvi) to transfer to the Pool Custodial Account all amounts
      representing Default Charges actually collected that accrued in respect of
      the Loan Group Trust Mortgage Loans or any successor REO Mortgage Loans in
      respect of the Loan Group Trust Mortgage Loans, to the extent such Default
      Charges were not applied to offset interest on Advances pursuant to clause
      (ix)(B) above (to be applied in accordance with Sections 3.27(a) and (b));
      and

            (xvii) to clear and terminate the applicable Loan Group Custodial
      Account at the termination of this Agreement pursuant to Section 9.01.

            The Master Servicer shall keep and maintain separate accounting
records in connection with each Loan Group Custodial Account, including but not
limited to, any withdrawal from each Loan Group Custodial Account, pursuant to
clauses (ii) through (xvi) above.

            The Master Servicer shall pay to each of the Special Servicer (or to
third party contractors at the direction of the Special Servicer) and the
Trustee, as applicable, from the applicable Loan Group Custodial Account,
amounts permitted to be paid thereto from such account promptly upon receipt of
a written statement of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee, as the case may be, describing the item and
amount to which the Special Servicer (or such third party contractor) or the
Trustee, as the case may be, is entitled (unless such payment to the Special
Servicer or the Trustee, as the case may be, is clearly required pursuant to
this Agreement, in which case a written statement is not required). The Master
Servicer may rely conclusively on any such written statement and shall have no
duty to re-calculate the amounts stated therein. The parties seeking payment
pursuant to this Section shall each keep and maintain separate accounting for
the purpose of justifying any request for withdrawal from each Loan Group
Custodial Account, on a loan-by-loan basis.

            In the event that the Master Servicer fails, on any Loan Group
Remittance Date, to remit to the Companion Loan Noteholders any amount(s)
required to be so remitted to such Companion Loan Noteholders hereunder by such
date, the Master Servicer shall pay such Companion Loan Noteholders, for the
account of such Companion Loan Noteholders, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Master
Servicer Remittance Date, to but not including the date of remittance.

            Section 3.06 Investment of Funds in the Servicing Accounts, the
Reserve Accounts, the Defeasance Deposit Account, the Custodial Accounts and the
REO Accounts.

            (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Defeasance
Deposit Account or a Custodial Account (each, for purposes of this Section 3.06,
an "Investment Account"), and the Special Servicer may direct in writing any
depository institution maintaining an 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 in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, 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; provided that in the case of any Servicing
Account, any Reserve Account or the Defeasance Deposit Account, such investment
direction shall be subject to the related Loan documents and applicable law.
Funds in the Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account will remain uninvested. 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) and, in the case of a Permitted Investment in any
Investment Account solely related to a Loan Group, the related Companion Loan
Noteholders. The Master Servicer (with respect to Permitted Investments of
amounts in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
Account and the Custodial Accounts) and the Special Servicer (with respect to
Permitted Investments of amounts in the REO Accounts), on behalf of the Trustee
and, in the case of any Investment Account solely related to a Loan Group, the
related Companion Loan Noteholders, shall (and the Trustee hereby designates the
Master Servicer and the Special Servicer, as applicable, as the Person that
shall) (i) be the "entitlement holder" of any Permitted Investment that is a
"security entitlement" and (ii) maintain "control" of any Permitted Investment
that is a "certificated security," "uncertificated security" or "deposit
account." For purposes of this Section 3.06(a), (i) the terms "entitlement
holder," "security entitlement," "control" (except with respect to deposit
accounts), "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
the terms "control" (with respect to deposit accounts) and "deposit account"
shall have the meanings given such terms in Revised Article 9 (1998 Revision) of
the UCC, and (ii) "control" of any Permitted Investment in any Investment
Account by the Master Servicer or the Special Servicer shall constitute
"control" by a Person designated by, and acting on behalf of, the Trustee and,
in the case of any Investment Account solely related to a Loan Group, the
related Companion Loan Noteholders, for purposes of Revised Article 8 (1994
Revision) of the UCC or Revised Article 9 (1998 Revision) of the UCC, as
applicable. If amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in
the case of the Custodial Accounts, the Servicing Accounts, the Reserve Accounts
and the Defeasance Deposit Account) or the Special Servicer (in the case of the
REO Accounts) shall:

            (x) 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 at least
      the lesser of (1) all amounts then payable thereunder and (2) the amount
      required to be withdrawn on such date; and

            (y) demand payment of all amounts due thereunder promptly upon
      determination by the Master 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) Whether or not the Master Servicer directs the investment of
funds in any of the Servicing Accounts, the Reserve Accounts, the Defeasance
Deposit Account or the Custodial Accounts, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each such Investment Account for each Collection Period
(and, in the case of Servicing Accounts, Reserve Accounts and the Defeasance
Deposit Account, to the extent not otherwise payable to Mortgagors under
applicable law or the related Loan documents), shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.03(a), 3.03(d), 3.04(a), 3.05(a) or 3.05A, as
applicable. Whether or not the Special Servicer directs the investment of funds
in either of the REO Accounts, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.17(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in any Investment Account, the Master
Servicer (in the case of (i) the Servicing Accounts, the Reserve Accounts and
the Defeasance Deposit Account (except to the extent that any investment of
funds with respect thereto is at the direction of a Mortgagor or for the benefit
of the Mortgagor in accordance with the related Loan documents or applicable
law) and (ii) the Custodial Accounts) and the Special Servicer (in the case of
the REO Accounts) shall promptly deposit therein from its own funds, without
right of reimbursement, no later than the end of the Collection Period during
which such loss was incurred, the amount of the Net Investment Loss, if any, for
such Investment Account for such Collection Period. Notwithstanding any of the
foregoing provisions of this Section 3.06, no party shall be required under this
Agreement to deposit any loss on a deposit 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 with which such deposit
was maintained so long as such depository institution or trust company satisfied
the conditions set forth in the definition of "Eligible Account" at the time
such deposit was made and also as of a date no earlier than 30 days prior to the
insolvency.

            (c) Except as expressly provided otherwise 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
Certificateholders entitled to a majority of the Voting Rights allocated to a
Class, shall, take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings.

            (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Available Distribution Amount, the Master Servicer Remittance Amount and
the Loan Group Remittance Amount, the amounts so invested shall be deemed to
remain on deposit in such Investment Account.

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage; Environmental Insurance.

            (a) The Master Servicer shall, consistent with the Servicing
Standard, cause to be maintained for each Mortgaged Property (other than the
mortgaged properties that are part of a Non-Serviced Loan Group) that is not an
REO Property, all insurance coverage as is required under the related Mortgage
(except to the extent that the failure to maintain such insurance coverage is an
Acceptable Insurance Default); provided that, if and to the extent that any such
Mortgage permits the holder thereof any discretion (by way of consent, approval
or otherwise) as to the insurance coverage that the related Mortgagor is
required to maintain, the Master Servicer or Special Servicer, as the case may
be, shall exercise such discretion in a manner consistent with the Servicing
Standard; and provided, further, that, if and to the extent that a Mortgage so
permits, the Master Servicer or Special Servicer, as the case may be, shall use
reasonable efforts consistent with the Servicing Standard to require the related
Mortgagor to obtain the required insurance coverage from Qualified Insurers that
have a "claims paying ability" or "financial strength" rating, as applicable, of
at least "A" from S&P and "A2" by Moody's (or, in the case of any such Rating
Agency, such lower rating as will not result in an Adverse Rating Event with
respect to the Certificates or any Companion Loan Securities, as evidenced in
writing by such Rating Agency); and provided, further, that the Master Servicer
shall cause to be maintained for any such Mortgaged Property from Qualified
Insurers that have a "claims paying ability" or "financial strength rating," as
applicable, of at least "A" from S&P and "A2" from Moody's, any such insurance
that the related Mortgagor is required but fails to maintain, only to the extent
that the Trustee (as mortgagee of record on behalf of the Certificateholders
and, in the case of a Loan Group Mortgaged Property, the related Companion Loan
Noteholders) has an insurable interest, and such insurance is available at a
commercially reasonable rate and the subject hazards are at the time commonly
insured against by prudent owners of properties similar to the Mortgaged
Property located in or around the region in which such Mortgaged Property is
located (or, in the case of all-risk insurance or other insurance that covers
acts of terrorism, the Master Servicer shall not be required to cause to be
maintained for any such Mortgaged Property any such insurance that the related
Mortgagor is required but fails to maintain if the Trustee (as mortgagee of
record on behalf of the Certificateholders and, in the case of a Loan Group
Mortgaged Property, the related Companion Loan Noteholders) does not have an
insurable interest or the Special Servicer has determined (in its reasonable
judgment and in accordance with the Servicing Standard) that either (i) such
insurance is not available at a commercially reasonable rate and the subject
hazards are at the time commonly insured against by prudent owners of properties
similar to the Mortgaged Property located in or around the region in which such
Mortgaged Property is located or (ii) such insurance is not available at any
rate); and provided, further, that, to the extent the Loan documents require the
related Mortgagor to maintain insurance with a Qualified Insurer having a
"claims paying ability" or "financial strength" rating, as applicable, better
than "A" from S&P or "A2" from Moody's, without Rating Agency Confirmation or
the approval of the Special Servicer, the Master Servicer may, to the extent
consistent with the Servicing Standard, permit the related Mortgagor to maintain
insurance with a Qualified Insurer that does not meet the requirements of the
Loan documents so long as the related Mortgagor maintains insurance with a
Qualified Insurer of at least "A" from S&P or "A2" from Moody's.

            During the period in which the Special Servicer is evaluating such
terrorism insurance coverage hereunder, the Master 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, provided that the Master Servicer has given prompt
notice to the Special Servicer of its determination that it will not be
successful in its efforts to cause the Mortgagor to obtain such insurance, along
with its determination, and any information in its possession, regarding the
availability and cost of such insurance. The Special Servicer shall be required
to promptly notify the Master Servicer of each determination made under the two
preceding paragraphs.

            Any Controlling Class Certificateholder, or (i) in the case of a
Loan Group, the holder of the related Subordinate Companion Loan may request
that earthquake insurance be secured for one or more Mortgaged Properties by the
related Mortgagor, to the extent such insurance may reasonably be obtained and
provided the related loan documents and applicable law give the mortgagee the
right to request such insurance coverage and such loan documents require the
Mortgagor to obtain earthquake insurance at the request of the mortgagee.

            Subject to Section 3.18(a), the Special Servicer, in accordance with
the Servicing Standard, shall also cause to be maintained for each REO Property
no less insurance coverage than was previously required of the Mortgagor under
the related Mortgage (including insurance that covers losses arising from acts
of terrorism); provided that such insurance is available at commercially
reasonable rates and the subject hazards are at the time commonly insured
against by prudent owners of properties similar to the REO Property located in
or around the region in which such REO Property is located (or, in the case of
all-risk insurance or other insurance that covers acts of terrorism, such
insurance is available at a commercially reasonable rate or the subject hazards
are at the time commonly insured against by prudent owners of properties similar
to the REO Property located in or around the region in which such REO Property
is located); provided, further, that all such insurance shall be obtained from
Qualified Insurers that, if they are providing casualty insurance, shall have a
"claims paying ability" or "financial strength" rating, as applicable, of at
least "A" from S&P and "A2" from Moody's (or, in the case of either Rating
Agency, such lower rating as will not result in an Adverse Rating Event with
respect to the Certificates or any Companion Loan Securities, as evidenced in
writing by such Rating Agency). All such insurance policies shall contain (if
they insure against loss to property and do not relate to an REO Property) a
"standard" mortgagee clause, with loss payable to the Master Servicer (in the
case of insurance maintained in respect of Loans, including Specially Serviced
Loans), or the Special Servicer (in the case of insurance maintained in respect
of REO Properties), on behalf of the Trustee; and, in each case, such insurance
shall be issued by a Qualified Insurer. Any amounts collected by the Master
Servicer or the Special Servicer under any such 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
subject to the rights of any tenants and ground lessors, as the case may be, and
in each case in accordance with the terms of the related Mortgage and the
Servicing Standard) shall be deposited in the applicable Custodial Account in
accordance with Section 3.04(a) or 3.04A(a), as the case may be, in the case of
amounts received in respect of a Loan, or in the applicable REO Account in
accordance with Section 3.17(b), in the case of amounts received in respect of
an REO Property. Any cost incurred by the Master Servicer or the Special
Servicer in maintaining any such insurance (including any earthquake insurance
maintained at the request of a Controlling Class Certificateholder or the
related Companion Loan Noteholders) shall not, for purposes hereof, including
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Loan or REO Loan,
notwithstanding that the terms of such loan so permit, but shall be recoverable
by the Master Servicer and the Special Servicer as a Servicing Advance.

            (b) If either the Master Servicer or the Special Servicer shall
obtain and maintain, or cause to be obtained and maintained, a blanket policy or
forced placed policy insuring against hazard losses on all of the Serviced Loans
and/or REO Properties that it is required to service and administer, then, to
the extent such policy (i) is obtained from a Qualified Insurer having (or whose
obligations are guaranteed or backed, in writing, by an entity having) a "claims
paying ability" or "financial strength" rating, as applicable, of at least "A"
from S&P and "A3" from Moody's (if then rated by Moody's, and if not then rated
by Moody's, then a rating of at least "A" by S&P) (or, in the case of each
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to the Certificates or any Companion Loan Securities, as evidenced
in writing by such Rating Agency), and (ii) provides protection equivalent to
the individual policies otherwise required, the Master Servicer or the Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied its
obligation to cause hazard insurance to be maintained on the related Mortgaged
Properties and/or REO Properties. Such blanket policy or forced placed policy
may contain a deductible clause (not in excess of a customary amount), in which
case the Master Servicer or the Special Servicer, as appropriate, shall, if
there shall not have been maintained on the related Mortgaged Property or REO
Property an individual hazard insurance policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses that would have
been covered by such individual policy, promptly deposit into the applicable
Custodial Account from its own funds the amount not otherwise payable under the
blanket policy or forced placed policy because of the deductible clause therein,
to the extent that any such deductible exceeds the deductible limitation that
pertained to the related Loan (or in the absence of any such deductible
limitation, the deductible limitation for an individual policy which is
consistent with the Servicing Standard). The Master Servicer or the Special
Servicer, as appropriate, shall prepare and present, on behalf of itself, the
Trustee and the Certificateholders and, in the case of a Loan Group Mortgaged
Property, the related Companion Loan Noteholders, claims under any such blanket
policy or forced placed policy in a timely fashion in accordance with the terms
of such policy.

            (c) Subject to the third paragraph of this Section 3.07(c), each of
the Master Servicer and the Special Servicer shall at all times during the term
of this Agreement (or, in the case of the Special Servicer, at all times during
the term of this Agreement in which Specially Serviced Loans and/or REO
Properties are part of the Trust Fund) keep in force with Qualified Insurers
having (or whose obligations are guaranteed or backed, in writing, by entities
having) a "claims paying ability" or "financial strength" rating, as applicable,
of at least "A" from S&P and "A2" from Moody's (or, if not then rated by
Moody's, then at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the case
of either Rating Agency, such lower rating as will not result in an Adverse
Rating Event with respect to the Certificates or Companion Loan Securities, as
evidenced in writing by such Rating Agency), a fidelity bond, which fidelity
bond shall be in such form and amount as would permit it to be a qualified
Fannie Mae seller-servicer of multifamily mortgage loans, or in such other form
and amount as would not cause an Adverse Rating Event with respect to the
Certificates or Companion Loan Securities (as evidenced in writing from each
Rating Agency). Each of the Master Servicer and the Special Servicer shall be
deemed to have complied with the foregoing provision if an Affiliate thereof has
such fidelity bond coverage and, by the terms of such fidelity bond, the
coverage afforded thereunder extends to the Master Servicer or the Special
Servicer, as the case may be.

            Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Loans and/or REO Properties
are part of the Trust Fund) also keep in force with Qualified Insurers having
(or whose obligations are guaranteed or backed, in writing, by entities having)
a "claims paying ability" or "financial strength" rating, as applicable, of at
least "A" from S&P and "A2" from Moody's (or, if not then rated by Moody's, then
at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the case of either
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to the Certificates or Companion Loan Securities, as evidenced in
writing by such Rating Agency), a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers, employees and agents in
connection with its servicing obligations hereunder, which policy or policies
shall be in such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event with respect to the Certificates or
Companion Loan Securities (as evidenced in writing from each Rating Agency).
Each of the Master Servicer and the Special Servicer shall be deemed to have
complied with the foregoing provisions if an Affiliate thereof has such
insurance and, by the terms of such policy or policies, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be.

            The Master Servicer shall cause each and every sub-servicer for it
to maintain or cause to be maintained by an agent or contractor servicing any
Mortgage Loan on behalf of such sub-servicer, a fidelity bond and an errors and
omissions insurance policy which satisfy the requirements for the fidelity bond
and the errors and omissions policy to be maintained by the Master Servicer to
comply with the foregoing.

            Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer or its corporate parent,
as the case may be, are rated at least "A2" from Moody's (if then rated by
Moody's, and if not then rated by Moody's, then an equivalent rating by at least
one additional nationally recognized statistical rating agency besides S&P) and
"A" from S&P (or, in the case of any such Rating Agency, such lower rating as
will not result in an Adverse Rating Event with respect to the Certificates or
any Companion Loan Securities, as evidenced in writing by such Rating Agency),
such Person may self-insure with respect to the risks described in this Section
3.07(c).

            (d) In the event that either of the Master 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 Environmentally Insured Mortgage Loan for which the Mortgagor has not filed
a claim or in respect of an REO Property, the Master Servicer shall notify the
Special Servicer if such Loan is a Specially Serviced Loan, and the Special
Servicer shall notify the Master Servicer in all cases. Upon becoming aware of
such Insured Environmental Event, the Master Servicer, in the case of a
Performing Serviced Loan, and the Special Servicer, in the case of a Specially
Serviced Loan or an REO Property, in accordance with the terms of such
Environmental Insurance Policy and the Servicing Standard, shall timely make a
claim thereunder with the appropriate insurer and shall take such other actions
necessary under such Environmental Insurance Policy in order to realize the full
value thereof for the benefit of the Certificateholders. With respect to each
Environmental Insurance Policy in respect of an Environmentally Insured Mortgage
Loan, the Master Servicer (in the case of any such Loan that is a Performing
Serviced Loan) and the Special Servicer (in the case of any such Loan that is a
Specially Serviced Loan or in the case of an REO Property) shall each review and
familiarize itself with the terms and conditions relating to enforcement of
claims and shall, in the event the Master Servicer or the Special Servicer has
actual knowledge of an Insured Environmental Event giving rise to a claim under
such policy, monitor the dates by which any claim must be made or any action
must be taken under such policy to realize the full value thereof for the
benefit of the Certificateholders.

            The Master Servicer (in the case of Performing Serviced Loans) and
the Special Servicer (in the case of Specially Serviced Loans and REO
Properties) shall each abide by the terms and conditions precedent to payment of
claims under the Environmental Insurance Policies with respect to the
Environmentally Insured Mortgage Loans and take all such actions as may be
required to comply with the terms and provisions of such policies in order to
maintain such policies in full force and effect and to make claims thereunder.

            In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan, then the party receiving
such notice shall, within five Business Days after receipt thereof, provide
written notice of such termination to the other such party and the Trustee. Upon
receipt of such notice, the Master Servicer, with respect to a Performing
Serviced Loan, or the Special Servicer, with respect to a Specially Serviced
Loan or an REO Property, shall address such termination in accordance with
Section 3.07(a). Any legal fees, premiums or other out-of-pocket costs incurred
in accordance with the Servicing Standard in connection with enforcing the
obligations of the Mortgagor under any Environmental Insurance Policy or a
resolution of such termination of an Environmental Insurance Policy shall be
paid by the Master Servicer and shall be reimbursable to it as a Servicing
Advance.

            The Master Servicer (with respect to Performing Serviced Loans) and
the Special Servicer (with respect to Specially Serviced Loans) shall monitor
the actions, and enforce the obligations, of the related Mortgagor under each
Environmentally Insured Mortgage Loan insofar as such actions/obligations relate
to (i) to the extent consistent with Section 3.07(a), the maintenance
(including, without limitation, any required renewal) of an Environmental
Insurance Policy with respect to the related Mortgaged Property or (ii)
environmental testing or remediation at the related Mortgaged Property.

            Section 3.08 Enforcement of Due-on-Sale and Due on Encumbrance
Provisions.

            (a) In the event that the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Performing Serviced Loan that
expressly permit, with the lender's consent, subject to the conditions described
in the loan documents, the transfer of the related Mortgaged Property to, and
assumption of such Loan by, another Person or transfers of certain interests in
such Mortgagor, the Master Servicer shall promptly obtain relevant information
for purposes of evaluating such request. For the purpose of the foregoing
sentence, the term "expressly permits" means outright permission to assign,
permission to assign upon satisfaction of certain conditions or prohibition
against assignment except upon the satisfaction of stated conditions. If the
Master Servicer recommends to approve such transfer and/or assumption, the
Master Servicer shall promptly provide to the Special Servicer a copy of such
recommendation (which shall include the reason therefor) and the materials upon
which such recommendation is based. The Special Servicer shall have the right
hereunder, within 15 days of receipt of such recommendation and supporting
materials and any other materials reasonably requested by the Special Servicer,
to reasonably withhold or, subject to Section 3.08(b), Section 3.08(c) and
Section 6.11, grant consent to any such request for such transfer and/or
assumption in accordance with the terms of the Loan and this Agreement,
including, without limitation, the Servicing Standard. If the Special Servicer
does not respond within such 15 day period, the Special Servicer's consent shall
be deemed granted (provided that any written confirmation that such transfer or
assumption will not cause an Adverse Rating Event required under Section 3.08(b)
has been obtained). If the Special Servicer consents or is deemed to have
consented to such proposed transfer and/or assumption, the Master Servicer shall
process such request of the related Mortgagor; and, in the case of a transfer of
the related Mortgaged Property to, and assumption of such Loan by, another
Person, the Master Servicer shall be authorized to enter into an assumption or
substitution agreement with the Person, which shall be a Single Purpose Entity,
to whom the related Mortgaged Property has been or is proposed to be conveyed
and/or release the original Mortgagor from liability under the related Loan and
substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Master Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust
Event or create any lien on a Mortgaged Property that is senior to, or on parity
with, the lien of the related Mortgage. The Master Servicer shall notify the
Trustee, the Special Servicer, each Rating Agency and, in the case of a Loan
Group, the related Companion Loan Noteholders of any assumption or substitution
agreement executed pursuant to this Section 3.08(a) and shall forward thereto a
copy of such agreement together with a Review Package. Subject to the terms of
the related loan documents, no assumption of a Cross-Collateralized Mortgage
Loan shall be made without the assumption of all other Mortgage Loans making up
the related Cross-Collateralized Group. Further, subject to the terms of the
related loan documents and applicable law, no assumption of a Loan shall be made
or transfer of interest in a Mortgagor approved, unless all costs in connection
therewith, including any arising from seeking Rating Agency Confirmation, are
paid by the related Mortgagor.

            (b) Other than with respect to a transfer and assumption referred to
in subsection (a) above, if any Serviced Loan contains a provision in the nature
of a "due-on-sale" clause (including without limitation, sales or transfers of
Mortgaged Properties (in full or in part) or the sale, transfer, pledge or
hypothecation of direct or indirect interests in the Mortgagor or its owners),
which by its terms:

            (i) provides that such Serviced Loan shall (or may at the lender's
      option) become due and payable upon the sale or other transfer of an
      interest in the related Mortgaged Property or related Mortgagor,

            (ii) provides that such Serviced Loan may not be assumed without the
      consent of the lender in connection with any such sale or other transfer,
      or

            (iii) provides that such Serviced Loan or interests in the related
      Mortgagor or its owners may be assumed or transferred without the consent
      of the related lender provided certain conditions set forth in the loan
      documents are satisfied.

then the Master Servicer, subject to the consent of the Special Servicer and the
Directing Holder (subject to the limitations of Section 6.11(b)), on behalf of
the Trustee (as mortgagee of record on behalf of the Certificateholders and, in
the case of a Loan Group Mortgaged Property, on behalf of the related Companion
Loan Noteholders), with respect to the Performing Serviced Loans and the Special
Servicer with respect to the Specially Serviced Loans shall, to the extent
permitted by applicable law, enforce such restrictions, unless the Master
Servicer or Special Servicer, as applicable, has determined in its reasonable,
good faith judgment, that a waiver of such restrictions would be in accordance
with the Servicing Standard (as evidenced by an Officer's Certificate setting
forth the basis for such determination delivered, together with a Review Package
in respect thereof, to the Trustee, the Master Servicer, each Rating Agency and,
with respect to a Loan Group, the related Companion Loan Noteholders); provided
that any such waiver of such restrictions shall be subject to Section 6.11. In
addition, the Special Servicer may not waive any "due-on-sale" provision or
consent to any transfer or assumption referred to in subsection (a) above
unless:

            (x) the Master Servicer or Special Servicer, as applicable, shall
      have received Rating Agency Confirmation from each Rating Agency with
      respect to such action or

            (y) the related Mortgage Loan, (A) together with all
      Cross-Collateralized Mortgage Loans related to such Mortgage Loan,
      represents less than 5% of the principal balance of all of the Mortgage
      Loans in the Trust Fund, (B) together with all Cross-Collateralized
      Mortgage Loans related to such Mortgage Loan, has a principal balance that
      is equal to or less than $35,000,000 and (C) is not one of the 10 largest
      Mortgage Loans in the Mortgage Pool based on principal balance; and

            With respect to the Performing Serviced Loans, if the Master
Servicer receives a request for consent to a transfer and assumption of any
Serviced Loan, the Master Servicer shall promptly notify the Special Servicer of
such request and deliver to the Special Servicer its analysis and written
recommendation with respect to such request along with all documents and records
(or copies thereof) in the Master Servicer's possession regarding the proposed
transfer and assumption and such other documents in the Master Servicer's
possession (or copies thereof) regarding the related Serviced Loans as the
Special Servicer shall reasonably require in order to consider the request.

            Upon consent by the Special Servicer and the Directing Holder to any
proposed transfer of a Mortgaged Property and assumption by the proposed
transferee of the related Serviced Loan pursuant to this Section 3.08(b), the
Master Servicer, with respect to the Performing Serviced Loans, and the Special
Servicer, with respect to the Specially Serviced Mortgage Loans, shall process
the request of the related Mortgagor for such transfer and assumption and shall
be authorized to enter into an assumption or substitution agreement with the
Person, which shall be a Single Purpose Entity, to whom the related Mortgaged
Property has been or is proposed to be conveyed and/or release the original
Mortgagor from liability under the related Serviced Loan and substitute as
obligor thereunder the Person to whom the related Mortgaged Property has been or
is proposed to be conveyed; provided, however, that the Master Servicer or the
Special Servicer, as applicable, may not enter into any such agreement to the
extent that any terms thereof would result in an Adverse REMIC Event or Adverse
Grantor Trust Event or create any lien on a Mortgaged Property that is senior
to, or on parity with, the lien of the related Mortgage. The Master Servicer or
the Special Servicer, as applicable, shall notify the Trustee, the Master
Servicer or the Special Servicer, as applicable, each Rating Agency and, with
respect to a Loan Group, the related Companion Loan Noteholders, of any
assumption or substitution agreement executed pursuant to this Section 3.08(b)
and shall forward thereto a copy of such agreement. The Special Servicer shall
promptly notify the Controlling Class Directing Holder and provide its written
recommendation and analysis along with all documents and information that the
Controlling Class Directing Holder may request.

            Subject to the terms of the related loan documents, no assumption of
a Cross-Collateralized Mortgage Loan shall be made without the assumption of all
other Loans making up the related Cross-Collateralized Group. Further, subject
to the terms of the related loan documents and applicable law, the Master
Servicer or the Special Servicer, as applicable, shall use reasonable efforts to
ensure that all costs in connection with any assumption, including any arising
from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To
the extent not collected from the related Mortgagor, any Rating Agency charges
in connection with the foregoing shall be paid by the Master Servicer as a
Servicing Advance. In connection with any request for Rating Agency Confirmation
pursuant to this Section 3.08(b), the Special Servicer shall deliver a Review
Package to each Rating Agency. To the extent permitted by the applicable loan
documents and applicable law, the Special Servicer may charge the related
Mortgagor a fee in connection with any enforcement or waiver contemplated in
this subsection (b).

            (c) If any Serviced Loan contains a provision in the nature of a
"due on encumbrance" clause (including, without limitation, any mezzanine
financing of the Mortgagor or the Mortgaged Property or any sale or transfer of
preferred equity in the Mortgagor or its owners), which by its terms:

            (i) provides that such Serviced Loan shall (or may at the lender's
      option) become due and payable upon the creation of any lien or other
      encumbrance on the related Mortgaged Property or interests in the related
      Mortgagor,

            (ii) requires the consent of the lender to the creation of any such
      lien or other encumbrance on the related Mortgaged Property or any
      interest in the related Mortgagor, or

            (iii) provides that such Mortgaged Property or interests in the
      related Mortgagor may be further encumbered without the consent of the
      lender provided certain conditions set forth in the loan documents are
      satisfied.

then the Master Servicer, subject to the consent of the Special Servicer and the
Directing Holder (subject to the limitations of Section 6.11(b)), on behalf of
the Trustee (as mortgagee of record on behalf of the Certificateholders and, in
the case of a Loan Group Mortgaged Property, on behalf of the related Companion
Loan Noteholders), with respect to the Performing Serviced Loans and the Special
Servicer with respect to the Specially Serviced Loans shall, to the extent
permitted by applicable law, enforce such restrictions, unless the Master
Servicer or Special Servicer, as applicable, has determined in its reasonable,
good faith judgment, that a waiver of such restrictions would be in accordance
with the Servicing Standard (as evidenced by an Officer's Certificate setting
forth the basis for such determination delivered, together with a Review Package
in respect thereof, to the Trustee, the Master Servicer, each Rating Agency and,
with respect to a Loan Group, the related Companion Loan Noteholders); provided
that any such waiver of such restrictions shall be subject Section 6.11. In
addition, the Special Servicer may not waive, or consent to the Master Servicer
waiving, any "due-on-encumbrance" provision unless:

            (1) the Master Servicer or the Special Servicer, as applicable,
      shall have received Rating Agency Confirmation from each Rating Agency
      with respect to such action,

            (2) the related Mortgage Loan, (A) together with all
      Cross-Collateralized Mortgage Loans related to such Mortgage Loan,
      represents less than 2% the principal balance of all of the Mortgage Loans
      in the Trust Fund, (B) together with all Cross-Collateralized Mortgage
      Loans related to such Mortgage Loan, has a principal balance that is equal
      to or less than $20,000,000, (C) is not one of the 10 largest mortgage
      loans in the Mortgage Pool based on principal balance, (D) does not have
      an aggregate loan-to-value ratio (including existing and proposed
      additional debt) that is equal to or greater than 85%, and (E) does not
      have an aggregate debt service coverage ratio (including the debt service
      on the existing and proposed additional debt) that is equal to or less
      than 1.2x to 1.0x, or

            (3) the encumbrance relates to the grant of an easement,
      right-of-way or similar encumbrance that the Special Servicer determines
      will not have a material adverse impact on the value, use or operation of
      the Mortgaged Property or the ability of the borrower to perform its
      obligations under the Mortgage Loan.

            With respect to the Performing Serviced Loans, if the Master
Servicer receives a request for consent to an encumbrance or becomes aware of a
further encumbrance on a Mortgaged Property or becomes aware that there is going
to be a further encumbrance on a Mortgaged Property, the Master Servicer shall
promptly notify the Special Servicer of such request or such encumbrance and
deliver to the Special Servicer its analysis and written recommendations with
respect to such request along with all documents and records in the Master
Servicer's possession (or copies thereof) regarding the further encumbrance and
such other documents in the Master Servicer's possession (or copies thereof)
regarding the related Serviced Loans as the Special Servicer shall reasonably
require in order to consider the request.

            Further, subject to the terms of the related loan documents and
applicable law, the Master Servicer or the Special Servicer, as applicable,
shall use reasonable efforts to ensure that all costs in connection with any
encumbrance, including any arising from seeking Rating Agency Confirmation, are
paid by the related Mortgagor. To the extent not collected from the related
Mortgagor, any rating agency charges in connection with the foregoing shall be
paid by the Master Servicer as a Servicing Advance. In connection with any
request for Rating Agency Confirmation from a Rating Agency pursuant to this
Section 3.08(c), the Special Servicer shall deliver a Review Package to such
Rating Agency. To the extent permitted by the applicable loan documents and
applicable law, the Special Servicer may charge the related Mortgagor a fee in
connection with any enforcement or waiver contemplated in this subsection (c).

            Upon consent by the Special Servicer and the Directing Holder to any
proposed encumbrance of a Mortgaged Property, the Master Servicer, with respect
to the Performing Serviced Loans, and the Special Servicer, with respect to the
Specially Serviced Mortgaged Loans, shall process the request of the related
Mortgagor for such encumbrance and shall be authorized to enter into an
agreement with the Person for whose benefit the related Mortgaged Property has
been or is proposed to be encumbered; provided, however, that the Master
Servicer or the Special Servicer, as applicable, may not enter into any such
agreement to the extent that any terms thereof would result in an Adverse REMIC
Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property
that is senior to, or on parity with, the lien of the related Mortgage. The
Master Servicer or the Special Servicer, as applicable, shall notify the
Trustee, the Master Servicer or the Special Servicer, as applicable, each Rating
Agency and, with respect to a Loan Group, the related Companion Loan
Noteholders, of any such agreement executed pursuant to this Section 3.08(b) and
shall forward thereto a copy of such agreement. The Special Servicer shall
promptly notify the Controlling Class Directing Holder and provide its written
recommendation and analysis along with all documents and information that the
Controlling Class Directing Holder may request.

            (d) To the extent permitted by the applicable Loan documents and
applicable law, the Master Servicer or Special Servicer may charge the related
Mortgagor (and retain or share such fee in accordance with Section 3.11) a fee
in connection with any enforcement or waiver contemplated in this Section 3.08.

            Section 3.09 Realization Upon Defaulted Loans; Required Appraisals;
Appraisal Reduction Calculation.

            (a) The Special Servicer shall, subject to Sections 3.09(b),
3.09(c), 3.09(d) and 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Specially Serviced Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, including pursuant to Section 3.21;
provided, however, that neither the Master Servicer nor the Special Servicer
shall, with respect to the ARD Loan after its Anticipated Repayment Date, take
any enforcement action with respect to the payment of Post-ARD Additional
Interest (other than the making of requests for its collection), unless (i) the
taking of an enforcement action with respect to the payment of other amounts due
under the ARD Loan is, in the good faith and reasonable judgment of the Special
Servicer, necessary, appropriate and consistent with the Servicing Standard or
(ii) all other amounts due under the ARD Loan have been paid, the payment of
such Post-ARD Additional Interest has not been forgiven in accordance with
Section 3.21 and, in the good faith and reasonable judgment of the Special
Servicer, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest accrued on Advances. Subject
to Section 3.12(d) and Section 3.20(d), the Special Servicer may, at its option,
advance all costs and expenses incurred by it in any such proceedings, and shall
be entitled to reimbursement therefor as provided in Section 3.05(a) or Section
3.05A, as applicable. The Special Servicer shall be responsible, consistent with
the Servicing Standard, for determining whether to exercise any rights it may
have under the cross-collateralization and/or cross-default provisions of a
Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the
Certificateholders and, in the case of a Loan Group Mortgaged Property, on
behalf of the related Companion Loan Noteholders, 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 Special Servicer in its
reasonable and good faith judgment taking into account the factors described in
Section 3.19 and the results of any appraisal obtained as provided below in this
Section 3.09, all such bids to be made in a manner consistent with the Servicing
Standard.

            If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced Loan, whether for purposes of
bidding at foreclosure or otherwise, it may have an appraisal performed with
respect to such property by an Independent Appraiser or other expert in real
estate matters, which appraisal shall take into account the factors specified in
Section 3.19, and the cost of which appraisal shall be covered by, and be
reimbursable as, a Servicing Advance; provided that if the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal.

            If any Serviced Loan becomes a Required Appraisal Loan, then the
Special Servicer shall (i) obtain or conduct, as applicable, a Required
Appraisal within 60 days of such Serviced Loan's becoming a Required Appraisal
Loan (unless a Required Appraisal was obtained or conducted, as applicable, with
respect to such Required Appraisal Loan within the prior 12 months and the
Special Servicer reasonably believes, in accordance with the Servicing Standard,
that no material change has subsequently occurred with respect to the related
Mortgaged Property that would draw into question the applicability of such
Required Appraisal) and (ii) obtain or conduct, as applicable, an update of the
most recent Required Appraisal approximately 12 months following the most recent
Required Appraisal or subsequent update thereof for so long as such Serviced
Loan or any successor REO Loan, as the case may be, remains a Required Appraisal
Loan. The Special Servicer shall deliver copies of all such Required Appraisals
and updated Required Appraisals to the Trustee, the Master Servicer, in the case
of a Loan Group Mortgaged Property, the related Companion Loan Noteholder, in
each such case, promptly following the Special Servicer's receipt of the subject
appraisal, and to the Controlling Class Directing Holder upon request, and based
thereon, the Special Servicer shall calculate and notify the Trustee, the Master
Servicer, the Controlling Class Directing Holder, with respect to a Loan Group,
the related Companion Loan Noteholders of any resulting Appraisal Reduction
Amount. The Master Servicer shall be entitled to rely conclusively on such
calculations by the Special Servicer.

            The Special Servicer may, at its option, advance the cost of each
such Required Appraisal and updated Required Appraisal; provided, however, that
such expense will be subject to reimbursement to the Special Servicer as a
Servicing Advance out of the related Custodial Account pursuant to Section
3.05(a) or Section 3.05A. At any time that an Appraisal Reduction Amount exists
with respect to any Required Appraisal Loan, the applicable Directing Holder
(without giving effect to any Control Appraisal Event which may have been
triggered by the most recent Appraisal Reduction Amount) may, at its own
expense, direct the Special Servicer to obtain and deliver to the Master
Servicer, the Directing Holder and the Trustee an appraisal that satisfies the
requirements of a "Required Appraisal," and upon the written request of the
applicable Directing Holder, if such new appraisal materially differs from the
previously obtained Required Appraisal, the Special Servicer shall recalculate
the Appraisal Reduction Amount in respect of such Required Appraisal Loan based
on the appraisal obtained by the Special Servicer and shall notify the Trustee,
the Master Servicer and the applicable Directing Holder of such recalculated
Appraisal Reduction Amount.

            (b) Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Loan Group Mortgaged Property, the
related Companion Loan Noteholders) under such circumstances, in such manner or
pursuant to such terms as would, in the reasonable, good faith judgment of the
Special Servicer (exercised in accordance with the Servicing Standard), (i)
cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (unless the portion of such
Mortgaged Property that is not treated as "foreclosure property" and that is
held by the Lower-Tier REMIC at any given time constitutes not more than a de
minimis amount of the assets of the Lower-Tier REMIC within the meaning of
Treasury Regulations Section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as
permitted by Section 3.18(a), subject the Trust Fund to the imposition of any
federal income taxes under the Code. Subject to the foregoing, however, a
Mortgaged Property may be acquired through a single member limited liability
company if the Special Servicer determines that such an action is appropriate to
protect the Trust and/or any related Companion Loan Noteholder from potential
liability.

            In addition, the Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:

            (i) such personal property is, in the reasonable, good faith
      judgment of the Special Servicer (exercised in accordance with the
      Servicing Standard), 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 covered by, and be reimbursable as, a
      Servicing Advance) to the effect that the holding of such personal
      property as part of the Trust Fund will not cause the imposition of a tax
      on the REMIC Pool under the REMIC Provisions or cause the REMIC Pool to
      fail to qualify as a REMIC at any time that any Certificate is
      outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee (and, in the case of a Loan Group Mortgaged Property, on behalf of the
related Companion Loan Noteholders), obtain title to a Mortgaged Property by
foreclosure, deed 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 Loan Group
Mortgaged Property, the related Companion Loan Noteholders), could, in the
reasonable, good faith judgment of the Special Servicer, exercised in accordance
with the Servicing Standard, 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 (a
"potentially responsible party"), unless such action is consistent with Section
6.11 and the Special Servicer has previously determined (as evidenced by an
Officer's Certificate to such effect delivered to the Trustee (and, in the case
of a Loan Group Mortgaged Property, the related Companion Loan Noteholders) that
shall specify all of the bases for such determination), in accordance with the
Servicing Standard and based on an Environmental Assessment of such Mortgaged
Property performed by an Independent Person, who regularly conducts
Environmental Assessments, within six months prior to any such acquisition of
title or other action (a copy of which Environmental Assessment shall be
delivered to the Trustee, the Master Servicer and, in the case of a Loan Group
Mortgaged Property, the related Companion Loan Noteholders), that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that it would (taking into
      account the coverage provided under any related Environmental Insurance
      Policy) maximize the recovery on the related Serviced Loan to the
      Certificateholders (as a collective whole) (or, if a Loan Group is
      involved, would maximize the recovery on such Loan Group to the
      Certificateholders and the related Companion Loan Noteholders (as a
      collective whole)), on a present value basis (the relevant discounting of
      anticipated collections that will be distributable to Certificateholders
      (or, in the case of a Loan Group, to Certificateholders and the related
      Companion Loan Noteholders) to be performed at a rate (A) taking into
      account the related Mortgage Rate (or, in the case of any Loan Group, at
      the weighted average of the Mortgage Rates for such Loan Group), in each
      case, and in the case of the ARD Loan or related REO Loan after its
      Anticipated Repayment Date, net of the Additional Interest Rate and (B)
      taking into account the risk of collection) to acquire title to or
      possession of the Mortgaged Property and to take such actions as are
      necessary to bring the Mortgaged Property into compliance therewith in all
      material respects; 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 reasonably be
      expected to be required, that it would (taking into account the coverage
      provided under any related Environmental Insurance Policy) maximize the
      recovery on the related Serviced Loan to the Certificateholders (as a
      collective whole) (or, if a Loan Group is involved, would maximize the
      recovery of such Loan Group to the Certificateholders and the related
      Companion Loan Noteholders (as a collective whole)), on a present value
      basis (the relevant discounting of anticipated collections that will be
      distributable to Certificateholders (or, in the case of a Loan Group, to
      Certificateholders and the related Companion Loan Noteholders) to be
      performed at a rate (A) taking into account the related Mortgage Rate (or,
      in the case of any Loan Group, at the weighted average of the Mortgage
      Rates for such Loan Group), in each case, and in the case of the ARD Loan
      or related REO Loan after its Anticipated Repayment Date, net of the
      related Additional Interest Rate, and (B) taking into account the risk of
      collection) to acquire title to or possession of the Mortgaged Property
      and to take such actions with respect to the affected Mortgaged Property.

            The Special Servicer shall, in good faith, undertake reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the related Custodial Account pursuant to Section 3.05 or
Section 3.05A, as applicable (or, in the case of a Loan Group, to the extent the
funds in the applicable Loan Group Custodial Account are insufficient, shall be
advanced by the Master Servicer).

            (d) If the environmental testing contemplated by Section 3.09(c)
above establishes that any 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 Serviced Loan, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Companion Loan is affected, the related Companion Loan Noteholders), subject to
Section 6.11, release all or a portion of such Mortgaged Property from the lien
of the related Mortgage.

            (e) The Special Servicer shall report to the Master Servicer, the
Underwriters, the Trustee, and if a Loan Group is affected, the related
Companion Loan Noteholders monthly in writing as to any actions taken by the
Special Servicer with respect to any Mortgaged Property that represents security
for a defaulted Serviced Loan as to which the environmental testing contemplated
in Section 3.09(c) above has revealed that any 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 all such conditions and
release of the lien of the related Mortgage on such Mortgaged Property.

            (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the affected Serviced Loan permit such an action, and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable (the cost of which undertaking shall be covered by, and be
reimbursable as, a Servicing Advance).

            (g) The Master Servicer shall, with the reasonable cooperation of
the Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Serviced Loan required
by Section 6050H of the Code and, as to any Serviced Loan, the reports of
foreclosures and abandonments of any Mortgaged Property and the information
returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050J and 6050P of the Code. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.

            (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Serviced Loan or REO Property, it shall
promptly notify the Trustee, the Master Servicer and, if a Loan Group is
affected, the related Companion Loan Noteholders. The Special Servicer shall
maintain accurate records, prepared by a Servicing Officer, of each such Final
Recovery Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Master Servicer and, if a Loan Group is affected, the
related Companion Loan Noteholders, no later than the seventh Business Day
following such Final Recovery Determination.

            Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage
Files.

            (a) Upon the payment in full of any Serviced Loan, or the receipt by
the Master Servicer or the Special Servicer of a notification that payment in
full shall be escrowed in a manner customary for such purposes, the Master
Servicer or the Special Servicer shall promptly notify the Trustee (and, in the
case of a Companion Loan, the related Companion Loan Noteholders) by a
certification (which certification shall be in the form of a Request for Release
in the form of Exhibit D-1 attached hereto and shall be accompanied by the form
of a release or discharge 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 appropriate Custodial Account pursuant to
Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited)
of a Servicing Officer (a copy of which certification shall be delivered to the
Special Servicer) and shall request delivery to it of the related Mortgage File
and, in the case of a Companion Loan, the original of the Mortgage Note for such
Companion Loan. Upon receipt of such certification and request, the Trustee
shall release, or cause any related Custodian to release, the related Mortgage
File (and, in the case of a Companion Loan, the Master Servicer shall cause the
related Companion Loan Noteholders to release the Mortgage Note for such
Companion Loan) to the Master Servicer or Special Servicer and shall deliver to
the Master Servicer or Special Servicer, as applicable, such release or
discharge, duly executed. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Distribution
Account or any Custodial Account.

            (b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof) (or the
original of the Mortgage Note for the Companion Loans), the Trustee, upon
request of the Master Servicer and receipt from the Master Servicer of a Request
for Release in the form of Exhibit D-1 attached hereto signed by a Servicing
Officer thereof, or upon request of the Special Servicer and receipt from the
Special Servicer of a Request for Release in the form of Exhibit D-2 attached
hereto, shall release, or cause any related Custodian to release, such Mortgage
File (or such portion thereof) (and, in the case of the Companion Loans, the
Master Servicer shall cause the related Companion Loan Noteholders to release
the original of the Mortgage Note for such Companion Loan) to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File (or such portion thereof) (or such original Mortgage Note for the
related Companion Loans) to the Trustee or related Custodian (or to the related
Companion Loan Noteholders), or the delivery to the Trustee (or to the related
Companion Loan Noteholders) of a certificate of a Servicing Officer of the
Special Servicer stating that such Serviced Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the related Custodial Account pursuant to Section
3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that
the related Mortgaged Property has become an REO Property, the Request for
Release shall be released by the Trustee or related Custodian to the Master
Servicer or the Special Servicer, as applicable.

            (c) Within seven Business Days (or within such shorter period (but
no less than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee (and, in the case of a
Loan Group Mortgaged Property, the related Companion Loan Noteholders) of an
exigency) of the Special Servicer's request therefor, the Trustee shall execute
and deliver to the Special Servicer (or the Special Servicer may execute and
deliver in the name of the Trustee (on behalf of the Certificateholders and, in
the case of a Loan Group Mortgaged Property, also on behalf of the related
Companion Loan Noteholders) based on a limited power of attorney issued in favor
of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to
the Trustee, any court pleadings, requests for trustee's sale or other documents
stated by the Special Servicer to be reasonably 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 or to defend any legal action or counterclaim filed against the Trust
Fund, the Master Servicer, the Special Servicer or the Companion Loan
Noteholders. Together with such documents or pleadings, the Special Servicer
shall deliver to the Trustee (and, in the case of a Loan Group Mortgaged
Property, the related Companion Loan Noteholders) 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 (on behalf of the
Certificateholders and, in the case of a Loan Group Mortgaged Property, also on
behalf of the related Companion Loan Noteholders) 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. Notwithstanding
anything contained herein to the contrary, neither the Master 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 Master Servicer's or Special Servicer's, as applicable, representative
capacity, or (ii) take any action with the intent to cause, and that actually
causes, the Trustee to be registered to do business in any state.

            Section 3.11 Servicing Compensation; Payment of Expenses.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Loan (other than the Non-Serviced Companion Loans but including the
Non-Serviced Trust Loans), including each Specially Serviced Loan, and each REO
Loan. As to each Loan (other than the Non-Serviced Companion Loans but including
the Non-Serviced Trust Loans) and REO Loan, the Master Servicing Fee shall: (i)
accrue from time to time at the related Master Servicing Fee Rate on the same
principal amount as interest accrues from time to time on such Loan or is deemed
to accrue from time to time on such REO Loan; and (ii) be calculated on a 30/360
Basis (or, in the case of the Companion Loans and any related REO Loans, on an
Actual/360 Basis) (or, in the event that a Principal Prepayment in full or other
Liquidation Event shall occur with respect to any such Loan or REO Loan on a
date that is not a Due Date, on the basis of the actual number of days to elapse
from and including the most recently preceding related Due Date to but excluding
the date of such Principal Prepayment or Liquidation Event in a month consisting
of 30 days). The Master Servicing Fee with respect to any such Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. Earned
but unpaid Master Servicing Fees shall be payable monthly, on a loan-by-loan
basis, from payments of interest on each such Loan and REO Revenues allocable as
interest on each such REO Loan. The Master Servicer shall be entitled to recover
unpaid Master Servicing Fees in respect of any such Loan or REO Loan out of that
portion of related Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds allocable as recoveries of interest, to the extent permitted by Section
3.05(a) or Section 3.05A(a), as applicable. The Master Servicing Fee payable
with respect to the 88 Third Avenue Loan shall be paid by the related Mortgagor.
To the extent that the Master Servicing Fee payable with respect to the 88 Third
Avenue Loan cannot be collected from the related Mortgagor, such Master
Servicing Fee shall be payable first out of collections on the 88 Third Avenue
Loan and then out of general collections on the Mortgage Pool as expenses of the
Trust. The right to receive the Master Servicing Fee may not be transferred in
whole or in part except in connection with the transfer of all of the Master
Servicer's responsibilities and obligations under this Agreement.

            Notwithstanding anything herein to the contrary, the initial Master
Servicer (and its successors and assigns) shall be entitled to the Excess
Servicing Strip as part of the Servicing Fee Rate with respect to the Mortgage
Loans that it is servicing and may at its option assign or pledge to any third
party or retain for itself the Excess Servicing Strip; provided, however, that
in the event of any resignation or termination of the Master Servicer, all or
any portion of the Excess Servicing Strip may be reduced by the Trustee to the
extent reasonably necessary (in the sole discretion of the Trustee) for the
Trustee to obtain a qualified successor Master Servicer (which successor may
include the Trustee) that meets the requirements of Section 6.04 and that
requires market rate servicing compensation that accrues at a per annum rate in
excess of 0.005% (0.50 basis points). The Master Servicer (or its successor or
assignee hereunder, if any) shall pay the Excess Servicing Strip to the holder
of the Excess Servicing Strip (i.e., Midland Loan Services, Inc. or any such
third party) at such time and to the extent the Master Servicer is entitled to
receive payment of its Master Servicing Fees hereunder, notwithstanding any
resignation or termination of the Master Servicer hereunder (subject to
reduction pursuant to the preceding sentence).

            In the event that the initial Master Servicer is terminated or
resigns as Master Servicer, it (and its successors and assigns) will be entitled
to retain the Excess Servicing Strip, except to the extent that any portion of
such Excess Servicing Strip is needed (as determined by the Trustee in its
discretion) to compensate any replacement Master Servicer for assuming the
duties of the Master Servicer under this Agreement.

            Additional servicing compensation in the form of (i) Net Default
Charges, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds, and any similar fees (excluding
Prepayment Premiums and Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to any Serviced Loan and accrued
during the time that such Serviced Loan was not a Specially Serviced Loan, (ii)
100% of each modification fee or extension fee actually paid by a Mortgagor with
respect to a modification, consent, extension, waiver or amendment agreed to by
the Master Servicer pursuant to Section 3.21(c) (except that the Master Servicer
shall be entitled to only 50% of each modification fee or extension fee actually
paid by the Mortgagor with respect to a modification, consent, waiver or
amendment agreed to by the Master Servicer pursuant to this Agreement if the
approval or consent of the Special Servicer (or the Directing Holder with
respect to an extension of maturity granted pursuant to Section 3.21(c)) was
required in connection therewith) and 100% of any fee actually paid by a
Mortgagor in connection with a defeasance of a Serviced Loan as contemplated
under Section 3.21(k), and (iii) 50% of any and all assumption fees and 100% of
any and all assumption application fees up to $5,000 in connection with each
assumption, transfer or substitution and 50% of the excess, if any, of the
assumption application fees received with respect to each assumption, transfer
or substitution over $5,000, in each case, actually paid by a Mortgagor in
accordance with the related Loan documents, with respect to any transfer of a
Mortgaged Property or any assumption or substitution agreement entered into by
the Master Servicer on behalf of the Trust (or, in the case of a Loan Group, on
behalf of the Trust and the related Companion Loan Noteholders) pursuant to
Section 3.08(a) or paid by a Mortgagor with respect to any transfer of an
interest in a Mortgagor pursuant to Section 3.08(a), shall be retained by the
Master Servicer or promptly paid to the Master Servicer by the Special Servicer
and such additional servicing compensation is not required to be deposited in
any Custodial Account. The Master Servicer shall also be entitled to additional
servicing compensation in the form of (i) Prepayment Interest Excesses (except
in the case of the Companion Loans); (ii) interest or other income earned on
deposits in the Custodial Accounts in accordance with Section 3.06(b) (but only
to the extent of the Net Investment Earnings, if any, with respect to each such
account for each Collection Period); and (iii) to the extent not required to be
paid to any Mortgagor under applicable law, any interest or other income earned
on deposits in the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account maintained thereby (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period).

            (b) Except as provided in the last sentence of this paragraph, as
compensation for its activities hereunder, the Special Servicer shall be
entitled to receive the Special Servicing Fee with respect to each Specially
Serviced Loan and each REO Loan that was previously a Serviced Loan. With
respect to each such Specially Serviced Loan and REO Loan, for any calendar
month (or portion thereof), the Special Servicing Fee shall: (i) accrue from
time to time at the Special Servicing Fee Rate on the same principal amount as
interest accrues from time to time on such Loan or is deemed to accrue from time
to time on such REO Loan; and (ii) be calculated on a 30/360 Basis (or, in the
case of the Companion Loans, and in each case any related REO Loans, on an
Actual/360 Basis) (or, in the event that a Principal Prepayment in full or other
Liquidation Event shall occur with respect to any such Specially Serviced Loan
or REO Loan on a date that is not a Due Date, on the basis of the actual number
of days to elapse from and including the most recently preceding related Due
Date to but excluding the date of such Principal Prepayment or Liquidation
Event, in a month consisting of 30 days and, in the case of any other partial
period that does not run from one Due Date through and including the day
immediately preceding the next Due Date, on the basis of the actual number of
days in such period in a month consisting of 30 days). The Special Servicing Fee
with respect to any such Specially Serviced Loan or REO Loan shall cease to
accrue as of the date a Liquidation Event occurs in respect thereof or it
becomes a Corrected Loan. Earned but unpaid Special Servicing Fees shall be
payable monthly out of general collections on the Mortgage Loans and any REO
Properties (or, in the case of Special Servicing Fees in respect of a Serviced
Loan Group, first out of collections relating to such Loan Group or any related
REO Property and, if insufficient therefor, out of general collections on the
Mortgage Loans and REO Properties) on deposit in the appropriate Custodial
Account pursuant to Section 3.05(a) or Section 3.05A(a), as applicable.

            As further compensation for its services hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Loan. As to each such Corrected Loan, the Workout Fee shall be payable
from, and shall be calculated by application of the Workout Fee Rate to, all
collections of principal, interest (other than Default Interest), Prepayment
Premiums and/or Yield Maintenance Charges received on such Loan for so long as
it remains a Corrected Loan; provided that no Workout Fee shall be payable from,
or based upon the receipt of, Liquidation Proceeds collected in connection with
the purchase of any such Specially Serviced Loan or REO Property by a Purchase
Option Holder pursuant to Section 3.19, by the Depositor, each Mortgage Loan
Seller, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, a Companion Loan Noteholder or its
designee pursuant to the Co-Lender Agreement, and within the time period
provided in such Co-Lender Agreement, by the Mortgage Loan Seller pursuant to
Section 2.03(a) within the time period provided for therein, or by the holder of
a related mezzanine loan pursuant to a purchase right in connection with a Loan
default as set forth in the related intercreditor agreement, or out of any
Condemnation Proceeds, or the repurchase of a Companion Loan by the related
mortgage loan seller pursuant to the mortgage loan purchase agreement entered
into in connection with the issuance of any Companion Loan Securities within the
time period provided for therein. The Workout Fee with respect to any Corrected
Loan will cease to be payable if such Corrected Loan again becomes a Specially
Serviced Loan or if the related Mortgaged Property becomes an REO Property;
provided that a new Workout Fee will become payable if and when the particular
Serviced Loan again becomes a Corrected Loan. If the Special Servicer is
terminated or removed other than for cause (and other than as a result of an
Event of Default under Sections 7.01(a)(x), 7.01(a)(xi) or 7.01(a)(xii)) or
resigns in accordance with the first sentence of the first paragraph of Section
6.04, it shall retain the right to receive any and all Workout Fees payable in
respect of (i) Serviced Loans that became Corrected Loans during the period that
it acted as Special Servicer and were still such at the time of such
termination, removal or resignation and (ii) any Specially Serviced Loan for
which the Special Servicer has resolved the circumstances and/or conditions
causing any such Mortgage Loan or Serviced Companion Loan to be a Specially
Serviced Loan except that the requirement for three consecutive full and timely
Monthly Payments with respect to such Mortgage Loan or Serviced Companion Loan
has not yet been satisfied as of the date of such termination or resignation but
is subsequently satisfied and such Mortgage Loan or Serviced Companion Loan
otherwise meets the requirements of a Corrected Loan, with the Workout Fee with
respect to such Mortgage Loan or Serviced Companion Loan payable only after such
requirements have been met (including the requirement that three payments be
made) (and any successor Special Servicer shall not be entitled to any portion
of such Workout Fees), in each case until the Workout Fee for any such Serviced
Loan ceases to be payable in accordance with the preceding sentence.

            As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive the Liquidation Fee with respect to
(i) each Specially Serviced Loan as to which it receives a full, partial or
discounted payoff, (ii) each Specially Serviced Loan that was repurchased by a
Mortgage Loan Seller, and (iii) each Specially Serviced Loan and REO Property as
to which it receives Liquidation Proceeds, in each case, subject to the provisos
to the next sentence. As to each such Specially Serviced Loan or REO Property,
the Liquidation Fee shall be payable from, and shall be calculated by
application of the Liquidation Fee Rate to, such full, partial or discounted
payoff and/or Liquidation Proceeds (exclusive of any portion of such payoff or
proceeds that represents Default Interest); provided that no Liquidation Fee
shall be payable (i) with respect to any such Specially Serviced Loan that
becomes a Corrected Loan (unless it is subsequently liquidated in connection
with a subsequent event that causes it to become a Specially Serviced Loan and a
Liquidation Fee would be payable in connection with such liquidation), or (ii)
from, or based upon the receipt of, Liquidation Proceeds collected in connection
with the purchase of any such Specially Serviced Loan or REO Property by a
Purchase Option Holder pursuant to Section 3.19, by the Depositor, a Mortgage
Loan Seller, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, by a Companion Loan Noteholder or its
designee pursuant to the related Co-Lender Agreement and within the period
specified in such Co-Lender Agreement, by a Mortgage Loan Seller pursuant to
Section 2.03(a) in connection with a Material Document Defect or a Material
Breach (within the applicable cure period contained in Section 2.03 with respect
to the Material Document Defect or Material Breach, as applicable, that gave
rise to the particular repurchase obligation), or by the holder of a related
mezzanine loan pursuant to a purchase right in connection with a Loan default as
set forth in the related intercreditor agreement within 60 days after the
purchase right is first exercisable.

            If the Special Servicer is terminated or resigns in accordance with
Section 6.09 or Section 6.04, respectively, it shall retain the right to receive
any and all Workout Fees payable in respect of (i) any Mortgage Loan or Serviced
Companion Loan that became a Corrected Loan during the period that it acted as
Special Servicer and was still a Corrected Loan at the time of such termination
or resignation and (ii) any Specially Serviced Loan for which the Special
Servicer has resolved the circumstances and/or conditions causing any such
Mortgage Loan or Serviced Companion Loan to be a Specially Serviced Loan except
that the requirement of three consecutive full and timely Monthly Payments with
respect to such Mortgage Loan or Serviced Companion Loan has not yet been
satisfied as of the date of such termination or resignation and such Mortgage
Loan or Serviced Companion Loan otherwise meets the requirements of a Corrected
Loan, with the Workout Fee with respect to such Mortgage Loan or Serviced
Companion Loan payable only after such requirements have been met (including the
requirement that three payments be made) (and any successor Special Servicer
shall not be entitled to any portion of such Workout Fees), in each case until
the Workout Fee for any such Loan ceases to be payable in accordance with this
Agreement.

            Notwithstanding anything to the contrary herein, a Liquidation Fee
and a Workout Fee relating to the same Loan shall not be paid from the same
proceeds with respect to such Loan.

            The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and the Liquidation 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 will not be entitled to any compensation with
respect to the Non-Serviced Loan Groups, which are serviced under the applicable
Lead PSA.

            (c) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected on the Mortgage Pool that accrued with
respect to a Specially Serviced Loan or an REO Loan, (ii) with respect to any
Specially Serviced Loan, 100% of any and all assumption fees, assumption
application fees and other applicable fees, actually paid by a Mortgagor in
accordance with the related Loan documents, with respect to any transfer of the
Mortgaged Property or any assumption or substitution agreement entered into by
the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan
Group, on behalf of the Trust and the related Companion Loan Noteholders)
pursuant to Section 3.08(b) or paid by a Mortgagor with respect to any transfer
of an interest in a Mortgagor pursuant to Section 3.08(b), (iii) with respect to
any Performing Serviced Loan, 50% of the excess, if any, of any assumption
application fees over $5,000 received by the Master Servicer with respect to
each assumption, transfer or substitution, and 50% of any and all assumption
fees, in each case actually paid by the Mortgagor in accordance with the related
Loan documents with respect to any transfer of a Mortgaged Property or any
assumption or substitution agreement entered into by the Master Servicer on
behalf of the Trust pursuant to Section 3.08(a) or paid by the Mortgagor with
respect to any transfer of an interest in a Mortgagor pursuant to Section
3.08(a), (iv) any and all assumption fees, modification fees, consent fees,
extension fees and similar fees actually collected on the Serviced Loans that
are not otherwise payable to the Master Servicer as additional servicing
compensation pursuant to Section 3.11(a) and (v) 50% of each modification fee or
extension fee actually paid by the Mortgagor with respect to a modification,
consent, waiver or amendment agreed to by the Master Servicer pursuant to this
Agreement if the approval or consent of the Special Servicer (or the Directing
Holder with respect to an extension of maturity granted pursuant to Section
3.21(c)) was required in connection therewith and 100% of any modification fee
or extension fee and any other applicable fee that is actually paid by the
Mortgagor in connection with an extension of the maturity date of a Performing
Serviced Loan approved by the Special Servicer in accordance with Section
3.21(d), shall be retained by the Special Servicer or promptly paid to the
Special Servicer by the Master Servicer, as the case may be, and shall not be
required to be deposited in any Custodial Account pursuant to Section 3.04(a) or
Section 3.04A(a). The Special Servicer shall also be entitled to additional
special servicing compensation in the form of interest or other income earned on
deposits in any of the REO Accounts, if established, 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 Collection Period).

            (d) The Master Servicer and the Special Servicer shall each be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including payment of any amounts due
and owing to the Primary Servicer or any of its Sub-Servicers and the premiums
for any blanket policy obtained by it insuring against hazard losses pursuant to
Section 3.07(b)), if and to the extent such expenses are not payable directly
out of any of the Custodial Accounts or, in the case of the Special Servicer,
any of the REO Accounts, and neither the Master Servicer nor the Special
Servicer shall be entitled to reimbursement for such expenses except as
expressly provided in this Agreement.

            Section 3.12 Certain Matters Regarding Servicing Advances.

            (a) If the Master Servicer is required under any provision of this
Agreement to make a Servicing Advance, but does not do so within 15 days after
such Advance is required to be made, the Trustee shall, if it has actual
knowledge of such failure on the part of the Master Servicer, give written
notice of such failure, as applicable, to the Master Servicer. If such Servicing
Advance is not made by the Master Servicer within three Business Days after such
notice is given to the Master Servicer, then (subject to Section 3.12(d)) the
Trustee shall make such Servicing Advance.

            (b) The Master Servicer, the Special Servicer and the Trustee shall
each be entitled to receive interest at the Reimbursement Rate in effect from
time to time, compounded annually, accrued on the amount of each Servicing
Advance made thereby (with its own funds) for so long as such Servicing Advance
is outstanding, such interest to be payable: (i) out of any Default Charges on
deposit in the Pool Custodial Account that were collected on or in respect of
the related Mortgage Loan during the same Collection Period in which such
Servicing Advance is reimbursed; and (ii) to the extent that such Default
Charges are insufficient, but not before the related Advance has been reimbursed
pursuant to this Agreement, out of general collections on the Mortgage Loans and
REO Properties on deposit in the Pool Custodial Account; provided that, if such
Servicing Advance was made with respect to a Serviced Loan Group or a Loan Group
Mortgaged Property (other than the Non-Serviced Loan Groups), then such interest
shall first be payable out of amounts on deposit in the related Loan Group
Custodial Account in accordance with clause (viii) of Section 3.05A.

            (c) The Master Servicer shall reimburse itself, the Special Servicer
or the Trustee, as appropriate and in accordance with Section 3.03, Section
3.05(a), Section 3.05(e) or Section 3.05A(a), as applicable, for any Servicing
Advance as soon as practicable after funds available for such purpose are
deposited in the related Custodial Account.

            (d) Notwithstanding anything herein to the contrary, none of the
Master Servicer, the Special Servicer or the Trustee shall be required to make
out of its own funds any Servicing Advance that would, if made, constitute a
Nonrecoverable Servicing Advance. The determination by either the Master
Servicer or the Special Servicer that it has made (or a determination by the
Special Servicer that the Master Servicer has made) a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing
Standard and shall be evidenced by an Officer's Certificate delivered promptly
to the Trustee and the Depositor (and, if affected thereby, the related
Companion Loan Noteholder), setting forth the basis for such determination,
together with a copy of any appraisal of the related Mortgaged Property or REO
Property, as the case may be (which appraisal shall be an expense of the Trust,
shall take into account the factors specified in Section 3.19 and shall have
been conducted by an Independent Appraiser in accordance with the standards of
the Appraisal Institute within the twelve months preceding such determination of
nonrecoverability), and further accompanied by related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Property (to the extent available and/or in the Master Servicer's or
the Special Servicer's possession) and any engineers' reports, environmental
surveys or similar reports that the Master Servicer or the Special Servicer may
have obtained and that support such determination. If the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal. The Trustee shall be entitled to rely,
conclusively, on any determination by the Master Servicer that a Servicing
Advance, if made, would be a Nonrecoverable Advance and the Master Servicer and
the Trustee shall conclusively rely on any non-recoverability determination made
by the Special Servicer; provided, however, that if the Master Servicer or the
Special Servicer has failed to make a Servicing Advance for reasons other than a
determination by the Master Servicer or the Special Servicer, as applicable,
that such Servicing Advance would be a Nonrecoverable Advance, the Trustee shall
make such Servicing Advance within the time periods required by Section 3.12(a)
unless the Trustee, in good faith, makes a determination that such Servicing
Advance would be a Nonrecoverable Advance. In addition, the Special Servicer
shall provide the Master Servicer or the Trustee with such information in its
possession as the Master Servicer or the Trustee may reasonably request to
enable the Master Servicer or the Trustee, as applicable, to determine whether a
requested Servicing Advance would constitute a Nonrecoverable Advance. Any
request by the Special Servicer that the Master Servicer make a Servicing
Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the
Master Servicer shall be entitled to conclusively rely on such determination,
provided that the determination shall not be binding on the Master Servicer or
Trustee. The applicable Master Servicer or Special Servicer may update or change
its recoverability determinations at any time (but not reverse the others
determination that an advance is a nonrecoverable advance). In addition, the
Master Servicer and Special Servicer shall consider Workout-Delayed
Reimbursement Amounts in respect of prior Servicing Advances on the applicable
Mortgage Loan that have not been repaid by the related Mortgagor for the
purposes of nonrecoverability determinations as if such amounts were
unreimbursed Servicing Advances.

            (e) Notwithstanding anything set forth herein to the contrary, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Loan or an REO Property is involved) pay directly out of the Pool
Custodial Account or the related Loan Group Custodial Account, as applicable,
any servicing expense that, if advanced by the Master Servicer or the Special
Servicer, would constitute a Nonrecoverable Servicing Advance; provided that the
Master Servicer (or the Special Servicer, if a Specially Serviced Loan or an REO
Property is involved) has determined in accordance with the Servicing Standard
that making such payment, in the case of withdrawals from the Pool Custodial
Account, is in the best interests of the Certificateholders (as a collective
whole) or, in the case of a Loan Group Custodial Account, is in the best
interests of the Certificateholders and, in the case of a Serviced Loan Group,
the related Companion Loan Noteholders (as a collective whole), as evidenced in
each case by an Officer's Certificate delivered promptly to the Trustee, the
Depositor, the Controlling Class Directing Holder and, if affected thereby, the
applicable Companion Loan Noteholder, setting forth the basis for such
determination and accompanied by any information that such Person may have
obtained that supports such determination. A copy of any such Officer's
Certificate (and accompanying information) of the Master Servicer shall also be
promptly delivered to the Special Servicer, and a copy of any such Officer's
Certificate (and accompanying information) of the Special Servicer shall also be
promptly delivered to the Master Servicer. The Master Servicer may conclusively
rely on any information in this regard provided by the Special Servicer (if
other than the Master Servicer or an Affiliate thereof).

            (f) Notwithstanding anything to the contrary in this Agreement, the
Master Servicer shall not waive any fees that would be due or partially due to
the Special Servicer without the Special Servicer's consent and the Special
Servicer shall not waive any fees that would be due or partially due to the
Master Servicer without the Master Servicer's consent.

            Section 3.13 Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.

            (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after the
related Serviced Loan becomes a Specially Serviced Loan and annually thereafter
for so long as the related Loan remains a Specially Serviced Loan, the cost of
which shall be paid by the Special Servicer and shall be reimbursable to the
Special Servicer as a Servicing Advance or, if such Servicing Advance would be a
Nonrecoverable Advance, shall be paid out of the Custodial Account as an
Additional Trust Fund Expense. In addition, the Special Servicer shall perform
or cause to be performed a physical inspection of each of the REO Properties at
least once per calendar year, the cost of which shall be paid by the Special
Servicer and shall be reimbursable to the Special Servicer as a Servicing
Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall
be paid out of the Custodial Account as an Additional Trust Fund Expense.
Beginning in 2007, the Master Servicer shall at its expense perform or cause to
be performed a physical inspection of each Mortgaged Property securing a
Performing Serviced Loan: (i) at least once every two calendar years in the case
of Mortgaged Properties securing Loans that have outstanding principal balances
of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or
less; and (ii) at least once every calendar year in the case of all other such
Mortgaged Properties; provided, that the Master Servicer will 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 Master Servicer or the Special
Servicer in the preceding six months. The Master Servicer and the Special
Servicer shall each promptly prepare or cause to be prepared and deliver to the
Trustee and each other a written report of each such inspection performed by it
that sets forth in detail the condition of the Mortgaged Property and that
specifies the existence of: (i) any sale, transfer or abandonment of the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, is aware, (ii) any change in the condition or value of the Mortgaged
Property that the Master Servicer or the Special Servicer, as applicable, in its
reasonable, good faith judgment, considers material, or (iii) any waste
committed on the Mortgaged Property. The Master Servicer and Special Servicer
shall each forward copies of any such inspection reports prepared by it to the
Underwriters and the Controlling Class Directing Holder upon request, subject to
payment of a reasonable fee.

            (b) The Special Servicer, in the case of each Specially Serviced
Loan and each REO Loan that was previously a Serviced Loan, and the Master
Servicer, in the case of each Performing Serviced Loan, shall each, consistent
with the Servicing Standard and to the extent permitted under the Loan
documents, use reasonable efforts to obtain quarterly, annual and other periodic
operating statements and rent rolls with respect to each of the related
Mortgaged Properties and REO Properties. The Special Servicer shall, promptly
following receipt, deliver copies of the operating statements and rent rolls
received or obtained by it to the Master Servicer, and the Master Servicer shall
promptly deliver copies of the operating statements and rent rolls received or
obtained by it to the Trustee, the Special Servicer or any Controlling Class
Certificateholder, in each case upon request. In addition to the foregoing and
solely with respect to the Loan Groups, the Special Servicer and the Master
Servicer, as applicable, shall each, consistent with the Servicing Standard and
the terms of the Loan documents, use reasonable efforts to obtain occupancy
reports, sales reports for retail tenants, 24-month rolling lease expiration
schedules, reserve balances and capital expenditure statements, as well as
information as to bankrupt tenants and tenants whose leases have expired and
have not been renewed. The Special Servicer shall, promptly following receipt,
deliver copies (in either physical or electronic form) of the materials received
or obtained by it pursuant to the foregoing sentence to the Master Servicer, and
the Master Servicer shall promptly deliver copies (in either physical or
electronic form) of all such materials received or obtained by it pursuant to
the foregoing sentence and this sentence to the Trustee, the Special Servicer,
any Controlling Class Certificateholders and, in the case of the Loan Groups, to
the related Companion Loan Noteholders, in each case upon request; provided
that, with respect to the Loan Groups, the Master Servicer shall forward any of
the foregoing financial statements received with respect to the Loan Group
Mortgaged Properties to the Trustee promptly upon receipt thereof without the
Trustee having to make a request, but only insofar as such financial statements
are to be included in an Annual Report on Form 10-K; and provided, further, that
in the event that any losses are incurred by the Depositor that are based upon
or arise out of financial statements filed with the Commission with respect to
the Loan Group Mortgaged Properties, the Trustee shall assign or subrogate, as
appropriate, any rights it may have against the related Mortgagor with respect
to such financial statements or against the applicable auditors under any
independent auditors' report filed together with such financial statements, to
the Depositor and/or its designee, to the extent such assignment is permitted by
applicable law.

            Within 30 days after receipt by the Master Servicer of any annual
operating statements with respect to any Mortgaged Property or REO Property, the
Master Servicer with respect to a Performing Serviced Loan and the Special
Servicer with respect to a Specially Serviced Loan shall prepare or update and
forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged
Property or REO Property (with, upon request, the annual operating statements
attached thereto as an exhibit).

            The Master Servicer with respect to a Performing Serviced Loan and
the Special Servicer with respect to a Specially Serviced Loan shall prepare and
maintain one CMSA Operating Statement Analysis Report for each Mortgaged
Property and REO Property. The CMSA Operating Statement Analysis Report for each
such Mortgaged Property and REO Property is to be updated by the Master Servicer
or Special Servicer, as applicable, within 30 days after its receipt of updated
operating statements for a Mortgaged Property or REO Property, as the case may
be. The Master Servicer or Special Servicer, as applicable, shall use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any such
Mortgaged Property or REO Property (other than the Mortgaged Property securing a
Non-Serviced Loan Group), as the case may be, to update and normalize the
corresponding annual year-end information in the CMSA Operating Statement
Analysis Report and shall use any annual operating statements and related data
fields received with respect to any such Mortgaged Property or REO Property
(other than the Mortgaged Property securing a Non-Serviced Loan Group), as the
case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets are to be forwarded to the Trustee automatically until such time as a
Form 15 is filed with respect to the Trust pursuant to Section 11.08, and are
otherwise to be made available by the Master Servicer to the Trustee, the
Special Servicer or any Controlling Class Certificateholder, in each case upon
request.

            (c) Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Loans and any REO Properties, providing
the required information as of the end of the preceding calendar month: (i) a
CMSA Property File; (ii) a CMSA Comparative Financial Status Report; and (iii) a
CMSA Special Servicer Loan File. Not later than 2:00 p.m. (New York City time)
on each Determination Date, the Special Servicer shall deliver or cause to be
delivered to the Master Servicer the following reports with respect to the
Specially Serviced Loans, any REO Properties and, to the extent that the subject
information relates to when they were Specially Serviced Loans, any Corrected
Loans: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification
Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan
Report; (iv) a CMSA REO Status Report; and (v) a CMSA Loan Level Reserve/LOC
Report.

            (d) Not later than 2:00 p.m. (New York City time) on the first
Business Day prior to each Distribution Date, the Master Servicer shall deliver
or cause to be delivered to the Trustee, and the Trustee shall on such
Distribution Date make copies available to the Rating Agencies, the Special
Servicer and, upon request, any Controlling Class Certificateholder: (i) the
most recent CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received
from the Special Servicer pursuant to Section 3.13(c); (ii) the most recent CMSA
Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA
Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan
Payoff Notification Report (in each case combining the reports prepared by the
Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List
with information that is current as of the related Determination Date with
respect to the Loans.

            If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
it shall forward such information in the form of a Supplemental Report to the
Trustee in accordance with Section 4.02(a).

            (e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.13(c) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee (and the Trustee shall make available,
upon request, to the Special Servicer and any Controlling Class
Certificateholder or Loan Group Directing Holder) the reports set forth in
Section 3.13(d) in an electronic format reasonably acceptable to the Master
Servicer and the Trustee. The Master Servicer may, absent manifest error,
conclusively rely on the reports to be provided by the Special Servicer pursuant
to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively
rely on the reports to be provided by the applicable Lead Master Servicer
pursuant to the applicable Lead PSA. The Trustee may, absent manifest error,
conclusively rely on the reports to be provided by the Master Servicer pursuant
to Section 3.13(d). In the case of information or reports to be furnished by the
Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that
such information is based on reports to be provided by the Special Servicer
pursuant to Section 3.13(c) and/or that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.13(c), so long as the
Master Servicer and the Special Servicer are not the same Person or Affiliates,
the Master Servicer shall have no obligation to provide such information or
reports until it has received such information or reports from the Special
Servicer, and the Master Servicer shall not be in default hereunder due to a
delay in providing the reports required by Section 3.13(d) caused by the Special
Servicer's failure to timely provide any report required under Section 3.13(c)
of this Agreement.

            (f) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.13, including
the calculations made therein, shall be done in accordance with CMSA standards
to the extent applicable thereto.

            Section 3.13A. Delivery of Certain Reports to the Companion Loan
Noteholders.

            (a) The Master Servicer and the Special Servicer shall each promptly
prepare or cause to be prepared and deliver to each Companion Loan Noteholder a
written report (in physical or electronic form), prepared in the manner set
forth in Section 3.13, of each inspection performed by it with respect to the
related Loan Group Mortgaged Properties (other than the Mortgaged Property
securing the Non-Serviced Loan Groups, which are serviced under the applicable
Lead PSA).

            The Master Servicer shall promptly deliver to each Companion Loan
Noteholder (in either physical or electronic form): (i) copies of operating
statements and rent rolls; (ii) upon request, annual CMSA NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CMSA
Operating Statement Analysis Reports, in each case prepared, received or
obtained by it pursuant to Section 3.13 with respect to the related Loan Group
Mortgaged Properties (other than the Mortgaged Property securing the
Non-Serviced Loan Group, which are serviced under the applicable Lead PSA).

            (b) If the Loans forming the Loan Groups constitute Specially
Serviced Loans, or if the Loan Group Mortgaged Properties have become REO
Properties, then each calendar month, not later than 2:00 p.m. (New York City
time) on the second Business Day prior to each Determination Date, the Special
Servicer shall deliver or cause to be delivered to the Master Servicer the
following reports with respect to the Loan Groups and/or the Loan Group
Mortgaged Properties, providing the required information as of the end of the
preceding calendar month: (i) a CMSA Property File (or similar report
satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial
Status Report (or similar report satisfactory to the Master Servicer). If the
Loans forming the Loan Groups constitute Specially Serviced Loans, or if the
Loan Group Mortgaged Properties have become REO Properties, then each calendar
month, not later than 2:00 p.m. (New York City time) on the second Business Day
prior to the Master Servicer Remittance Date in such month, the Special Servicer
shall deliver or cause to be delivered to the Master Servicer such of the
following reports as may be relevant with respect to the Loan Groups and/or the
Loan Group Mortgaged Properties: (i) a CMSA Delinquent Loan Status Report; (ii)
a Loan Payoff Notification Report, (iii) a CMSA Historical Loan Modification and
Corrected Mortgage Loan Report; and (iv) a CMSA REO Status Report.

            (c) Not later than 2:00 p.m. (New York City time) on the Loan Group
Remittance Date, the Master Servicer shall, with respect to the Serviced Loan
Groups, prepare all Loan Group Servicing Reports as may be relevant and that are
not otherwise required to be prepared by the Special Servicer pursuant to
Section 3.13A(b). The Master Servicer shall include on one of such reports
updated information as of the applicable Determination Date regarding the amount
of accrued and unpaid interest on Advances in accordance with Section 3.12(b),
4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan
basis.

            (d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.13A(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer. The Master Servicer
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer pursuant to Section 3.13A(b). In the case of information or
reports to be furnished by the Master Servicer to the applicable Companion Loan
Noteholder pursuant to Section 3.13B(a), to the extent that such information is
based on reports to be provided by the Special Servicer pursuant to Section
3.13A(b) and/or that such reports are to be prepared and delivered by the
Special Servicer pursuant to Section 3.13A(b), so long as the Master Servicer
and the Special Servicer are not the same Person or Affiliates, the Master
Servicer shall have no obligation to provide such information or reports until
it has received such information or reports from the Special Servicer, and the
Master Servicer shall not be in default hereunder due to a delay in providing
the reports required by Section 3.13B(a) caused by the Special Servicer's
failure to timely provide any report required under Section 3.13A(b) of this
Agreement.

            Section 3.13B. Statements to the Companion Loan Noteholders.

            (a) On each Loan Group Remittance Date, the Master Servicer shall
forward to each Companion Loan Noteholder (other than the holders of the
Non-Serviced Companion Loans with respect to which such holders will receive
similar reports from the applicable Lead Master Servicer under the applicable
Lead PSA) all Loan Group Servicing Reports prepared with respect to the related
Loan Group, pursuant to Section 3.13A, during the calendar month in which such
applicable Master Servicer Remittance Date occurs.

            (b) The Master Servicer shall only be obligated to deliver the
statements, reports and information contemplated by Section 3.13B(a) to the
extent it receives the necessary underlying information from the Special
Servicer and shall not be liable for its failure to deliver such statements,
reports and information on the prescribed due dates, to the extent caused by the
failure of the Special Servicer to deliver timely such underlying information.
Nothing herein shall obligate the Master Servicer or the Special Servicer to
violate any applicable law prohibiting disclosure of information with respect to
the related Mortgagor, and the failure of the Master Servicer or the Special
Servicer to disseminate information for such reason shall not be a breach
hereunder.

            Absent manifest error of which it has actual knowledge, neither the
Master Servicer nor the Special Servicer shall be responsible for the accuracy
or completeness of any information supplied to it by a Mortgagor, the Depositor,
a Mortgage Loan Seller or third party that is included in any reports,
statements, materials or information prepared or provided by the Master Servicer
or the Special Servicer, as applicable, pursuant to this Agreement. Neither the
Master Servicer nor the Special Servicer shall have any obligation to verify the
accuracy or completeness of any information provided by a Mortgagor, the
Depositor, a Mortgage Loan Seller, a third party or each other.

            Section 3.14 [Reserved].

            Section 3.15 [Reserved].

            Section 3.16 Access to Certain Information.

            Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, the Companion Loan Noteholders and any Certificate Owner
(identified as such to the reasonable satisfaction of the Master Servicer or the
Special Servicer, as the case may be), and to the OTS, the FDIC and any other
banking or insurance regulatory authority that may exercise authority over any
Certificateholder, Certificate Owner (identified as such to the reasonable
satisfaction of the Master Servicer or the Special Servicer, as the case may be)
or Companion Loan Noteholder, access to any records regarding the Serviced Loans
and the servicing thereof within its control (which access shall be limited, in
the case of the Companion Loan Noteholders or any regulatory authority seeking
such access in respect of the Companion Loan Noteholders, to records relating to
the Companion Loans), except to the extent it is prohibited from doing so by
applicable law or contract or to the extent such information is subject to a
privilege under applicable law to be asserted on behalf of the
Certificateholders or the Companion Loan Noteholders. Such access shall be
afforded only upon reasonable prior written request and during normal business
hours at the offices of the Master Servicer or the Special Servicer, as the case
may be, designated by it.

            In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the
Companion Loan Noteholders or any regulatory authority that may exercise
authority over a Certificateholder, a Certificate Owner or Companion Loan
Noteholder, the Master Servicer and the Special Servicer may each require
payment from such Certificateholder (other than the Controlling Class Directing
Holder), a Certificate Owner or Companion Loan Noteholder of a sum sufficient to
cover the reasonable costs and expenses of providing such information or access,
including copy charges and reasonable fees for employee time and for space;
provided that no charge may be made if such information or access was required
to be given or made available under applicable law. In connection with providing
Certificateholders and Certificate Owners access to the information described in
the preceding paragraph, the Master Servicer and the Special Servicer shall
require (prior to affording such access) a written confirmation executed by the
requesting Person substantially in such form as may be reasonably acceptable to
the Master Servicer or the Special Servicer, as the case may be, generally to
the effect that such Person is a Holder of Certificates or a beneficial holder
of Book-Entry Certificates and will keep such information confidential.

            Upon the reasonable request of any Certificateholder, or any
Certificate Owner identified to the Master Servicer to the Master Servicer's
reasonable satisfaction (which request from the Controlling Class Directing
Holder may be a one time standing request), the Master Servicer may provide (or
forward electronically) (at the expense of such Certificateholder or Certificate
Owner other than the Controlling Class Directing Holder) copies of any operating
statements, rent rolls and financial statements obtained by the Master Servicer
or the Special Servicer; provided that, in connection therewith, the Master
Servicer shall require a written confirmation executed by the requesting Person
substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that such Person is a Holder of Certificates
or a beneficial holder of Book-Entry Certificates and will keep such information
confidential.

            Section 3.17 Title to REO Property; REO Accounts.

            (a) If title to any Mortgaged Property with respect to a Serviced
Loan is acquired, the deed or certificate of sale shall be issued to the Trustee
or its nominee on behalf of the Certificateholders and, in the case of a Loan
Group Mortgaged Property, on behalf of the related Companion Loan Noteholders.
If, pursuant to Section 3.09(b), the Special Servicer formed or caused to be
formed, at the expense of the Trust, a single member limited liability company
(of which the Trust is the sole member) for the purpose of taking title to one
or more REO Properties pursuant to this Agreement, then (subject to the
interests of any affected Companion Loan Noteholder) the deed or certificate of
sale with respect to any such REO Property shall be issued to such single member
limited liability company. The limited liability company shall be a
manager-managed limited liability company, with the Special Servicer to serve as
the initial manager to manage the property of the limited liability company,
including any applicable REO Property, in accordance with the terms of this
Agreement as if such property was held directly in the name of the Trust or
Trustee under this Agreement.

            The Special Servicer, on behalf of the Trust Fund and any affected
Companion Loan Noteholder, shall sell any REO Property by the end of the third
calendar year following the calendar year in which the Lower-Tier REMIC acquires
ownership of its proportionate interest in such REO Property for purposes of
Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies,
more than 60 days prior to the end of such third succeeding year, for and is
granted an extension of time (an "REO Extension") by the IRS to sell such REO
Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the
Trustee, the Special Servicer and the Master Servicer, to the effect that the
holding by the Lower-Tier REMIC of its proportionate interest in such REO
Property subsequent to the end of such third succeeding year will not result in
the imposition of taxes on "prohibited transactions" (as defined in Section 860F
of the Code) of either REMIC Pool or cause either REMIC Pool to fail to qualify
as a REMIC at any time that any Certificates are outstanding. In the case of the
Trust's beneficial interest in a Mortgaged Property acquired under the related
Lead PSA, the Special Servicer shall coordinate with the related Lead Special
Servicer with respect to any REO Extension on behalf of the Lower-Tier REMIC. 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 the subject REO Property within such extended 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 obtaining
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, or for the creation of and the operating of a single member
limited liability company, shall be covered by, and reimbursable as, a Servicing
Advance.

            (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 in
respect of any Mortgaged Property (other than any Loan Group Mortgaged
Property), the Special Servicer shall establish and maintain one or more
accounts (collectively, the "Pool REO Account"), held on behalf of the Trustee
in trust for the benefit of the Certificateholders, for the retention of
revenues and other proceeds derived from each REO Property (other than any Loan
Group REO Properties). If such REO Acquisition occurs with respect to the Loan
Group Mortgaged Properties, the Special Servicer shall establish an REO Account
solely with respect to each such property (each, a "Loan Group REO Account"), to
be held for the benefit of the Certificateholders and the applicable Companion
Loan Noteholder. The Pool REO Account and each Loan Group REO Account shall each
be an Eligible Account. The Special Servicer shall deposit, or cause to be
deposited, in the related REO Account, upon receipt, all REO Revenues, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of
any REO Property. Funds in an REO Account may be invested in Permitted
Investments in accordance with Section 3.06. The Special Servicer shall be
entitled to make withdrawals from an REO Account to pay itself, as additional
special servicing compensation in accordance with Section 3.11(c), interest and
investment income earned in respect of amounts held in such REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to such REO Account for any Collection Period). The
Special Servicer shall give notice to the Trustee and the Master Servicer of the
location of each REO Account, and shall give notice to the related Companion
Loan Noteholders of the location of any related Loan Group REO Account, in each
case when first established and of the new location of any such 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, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the Business Day following
each Determination Date, the Special Servicer shall withdraw from each REO
Account and deposit into the corresponding Custodial Account (or deliver to the
Master Servicer or such other Person as may be designated by the Master Servicer
for deposit into the corresponding Custodial Account) the aggregate of all
amounts received in respect of each REO Property during the Collection Period
ending on such Determination Date, net of any withdrawals made out of such
amounts pursuant to the preceding sentence; provided that the Special Servicer
may retain in an REO Account such portion of proceeds and collections in respect
of any related REO Property as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital replacements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
to be incurred during the following twelve-month period. For purposes of the
foregoing, the Pool REO Account and applicable Loan Group REO Account correspond
to the Pool Custodial Account and the applicable Loan Group Custodial Account,
respectively.

            (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, each REO Account pursuant to Section 3.17(b) or (c).
The Special Servicer shall provide the Master Servicer any information with
respect to each REO Account as is reasonably requested by the Master Servicer.

            Section 3.18 Management of REO Property.

            (a) Prior to the acquisition by it of title to a Mortgaged Property
with respect to a Serviced Loan, the Special Servicer shall review the operation
of such Mortgaged Property and determine the nature of the income that would be
derived from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

            (i) None of the income from Directly Operating such Mortgaged
      Property as REO Property would be subject to tax as "net income from
      foreclosure property" within the meaning of the REMIC Provisions (such tax
      referred to herein as an "REO Tax"), then such Mortgaged Property may be
      Directly Operated by the Special Servicer (other than the holding of such
      Mortgaged Property for sale to customers in the ordinary course of trade
      or business or the performance of any construction work thereon) as REO
      Property;

            (ii) Directly Operating such Mortgaged Property as REO Property
      could result in income from such property that would be subject to an REO
      Tax, but that a lease of such property to another party to operate such
      property, or the performance of some services by an Independent Contractor
      with respect to such property, or another method of operating such
      property would not result in income subject to an REO Tax, then the
      Special Servicer may (provided, that in the good faith and reasonable
      judgment of the Special Servicer, it is commercially reasonable) acquire
      such Mortgaged Property as REO Property and so lease or operate such REO
      Property; or

            (iii) It is reasonable to believe that Directly Operating such
      Mortgaged Property as REO Property could result in income subject to an
      REO Tax and that no commercially reasonable means exists to operate such
      property as REO Property without the Trust Fund incurring or possibly
      incurring an REO Tax on income from such property, the Special Servicer
      shall deliver to the Tax Administrator, in writing, a proposed plan (the
      "Proposed Plan") to manage such property as REO Property. Such plan shall
      include potential sources of income, and, to the extent reasonably
      possible, estimates of the amount of income from each such source. Upon
      request of the Special Servicer, the Tax Administrator shall advise the
      Special Servicer of the Tax Administrator's federal income tax reporting
      position with respect to the various sources of income that the Trust Fund
      would derive under the Proposed Plan. After receiving the information
      described in the preceding sentence from the Tax Administrator, the
      Special Servicer shall either (A) implement the Proposed Plan (after
      acquiring the respective Mortgaged Property as REO Property), with any
      amendments required to be made thereto as a result of the Tax
      Administrator's tax reporting position or (B) manage and operate such
      property in a manner that would not result in the imposition of an REO Tax
      on income derived from such property.

            The Special Servicer's decision as to how each REO Property, shall
be managed and operated shall be based on the Servicing Standard and, further,
based on the good faith and reasonable judgment of the Special Servicer as to
which means would be in the best interest of the Certificateholders (or in the
case of a Loan Group REO Property, in the best interest of the
Certificateholders and the applicable Companion Loan Noteholders (as a
collective whole)) by maximizing (to the extent commercially reasonable and
consistent with Section 3.18(b)) the net after-tax REO Revenues received by the
Trust Fund with respect to such property without materially and adversely
affecting the Special Servicer's ability to promptly sell the REO Property in
accordance with this Agreement and, to the extent consistent with the foregoing,
in accordance with the Servicing Standard. Neither the Special Servicer nor the
Tax Administrator shall be liable to the Certificateholders, the Trust Fund, the
other parties hereto or each other for errors in judgment made in good faith in
the reasonable exercise of their discretion while performing their duties under
this Section 3.18 except as provided in Section 6.03. In connection with
performing their respective duties under this Section 3.18(a), both the Special
Servicer and the Tax Administrator may consult with counsel and tax accountants,
the reasonable cost of which consultation shall be covered by, and be
reimbursable as, a Servicing Advance to be made by the Special Servicer.

            (b) If title to any REO Property, is acquired, the Special Servicer
shall manage, conserve, protect and operate such REO Property for the benefit of
the Certificateholders (or in the case of a Loan Group REO Property, in the best
interest of the Certificateholders and the applicable Companion Loan Noteholders
(as a collective whole)) solely for the purpose of its prompt disposition and
sale in a manner that does not and will not: (i) cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code for purposes of Section 860D(a) of the Code; or (ii) except as
contemplated by Section 3.18(a), either result in the receipt by either REMIC
Pool 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 or Adverse Grantor
Trust 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
consistent with the Servicing Standard and, consistent therewith, 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, maintenance and disposition of such REO Property, including:

            (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; and

            (iv) all costs and expenses necessary to maintain, lease, sell,
      protect, manage, operate and restore such REO Property.

            To the extent that amounts on deposit in the applicable REO Account
in respect of any REO Property are insufficient for the purposes set forth in
the preceding sentence with respect to such REO Property, the Master Servicer
shall make Servicing Advances in such amounts as are necessary for such purposes
unless the Special Servicer or the Master Servicer determines, in accordance
with the Servicing Standard, that such payment would be a Nonrecoverable
Advance; provided, however, that the Master Servicer or the Special Servicer may
make any such Servicing Advance without regard to recoverability if it is a
necessary fee or expense incurred in connection with the defense or prosecution
of legal proceedings. The Special Servicer shall notify the Master Servicer if
it shall have made any such Servicing Advance within the previous 30-day period.

            (c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any REO Property:

            (i) enter into, renew or extend any New Lease with respect to any
      REO Property, if the New Lease, by its terms would 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
      became imminent, all within the meaning of Section 856(e)(4)(B) of the
      Code; or

            (iv) Except as provided in Section 3.18(a)(i), Directly Operate, or
      allow any other Person, other than an Independent Contractor, to Directly
      Operate any Mortgaged Property as REO Property on any date more than 90
      days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Special Servicer, as a Servicing
Advance, or, if such Servicing Advance would be a Nonrecoverable Advance, shall
be paid out of the Custodial Account as an Additional Trust Fund Expense) to the
effect that such action would not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code for
purposes of Section 860D(a) of the Code at any time that it is held by the
Lower-Tier REMIC, in which case the Special Servicer may take such actions as
are specified in such Opinion of Counsel.

            (d) The Special Servicer may, and if so required to prevent the REO
Property from failing to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code, shall contract with any Independent Contractor
for the operation and management of any REO Property, provided that:

            (i) the terms and conditions of any such contract shall not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be
      expenses of the Trust Fund or with respect to any Loan Group REO Property
      such fees shall be netted out of collections on such Loan Group REO
      Property prior to their being remitted to the Special Servicer) shall be
      reasonable and customary in consideration of the nature and locality of
      such REO Property;

            (iii) except as permitted under Section 3.18(a), any such contract
      shall require, or shall be administered to require, that the Independent
      Contractor, in a timely manner, (A) pay out of related REO Revenues all
      costs and expenses incurred in connection with the operation and
      management of such REO Property, including those listed in Section 3.18(b)
      above, and (B) except to the extent that such revenues are derived from
      any services rendered by the Independent Contractor to tenants of such REO
      Property that are not customarily furnished or rendered in connection with
      the rental of real property (within the meaning of Treasury Regulations
      Section 1.856-4(b)(5)), 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 3.18(d) 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 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 under Section 3.17 and this Section 3.18 for indemnification of
the Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.18(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.23.

            Section 3.19 Sale of Mortgage Loans and REO Properties.

            (a) The Master Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Mortgage Loan or REO
Property only (i) on the terms and subject to the conditions set forth in this
Section 3.19, (ii) as otherwise expressly provided in or contemplated by
Sections 2.03(a) and 9.01 of this Agreement, (iii) in the case of the Loan
Groups, subject to the requirements of, and Companion Loan Noteholder rights set
forth in, in the related Co-Lender Agreement, and (iv) in the case of a Mortgage
Loan with a related mezzanine loan, in connection with a Loan default as set
forth in the related intercreditor agreement.

            (b) Within five Business Days after any Serviced Loan has become a
Specially Serviced Loan, the Special Servicer shall give notice of such event to
the Trustee, and the Trustee will promptly notify each Holder of a Certificate
of the Controlling Class. The Special Servicer, any single Holder or any group
of Certificateholders evidencing a majority of the Voting Rights allocated to
the Controlling Class and any assignees (other than an assignee whose purchase
of such Specially Serviced Loan would violate the terms of any related mezzanine
loan intercreditor agreement or Co-Lender Agreement) of the foregoing parties
(collectively, the "Purchase Option Holders") shall each have the option to
purchase such Specially Serviced Loan at a cash price that is at least equal to
the Purchase Price. In addition, if such Specially Serviced Loan is part of a
Loan Group as to which there is a Pari Passu Companion Loan that has been
securitized, the Special Servicer shall also send a copy of the notice described
above to the trustee under the related pooling and servicing agreement.

            (c) If none of the Purchase Option Holders exercises its option to
purchase any Specially Serviced Loan as described in subsection (b) above, then
each Purchase Option Holder (other than an assignee whose purchase of such
Specially Serviced Loan would violate the terms of any related mezzanine loan
intercreditor agreement or co-lender agreement) will also have the option to
purchase that Specially Serviced Loan at a price equal to the fair value of such
Specially Serviced Loan (the "FV Price").

            Upon receipt of a request from any Purchase Option Holder to
determine the FV Price in contemplation of its intention to exercise its option
to purchase a Specially Serviced Loan at a price that is below the Purchase
Price, the Special Servicer shall promptly obtain an MAI appraisal of the
related Mortgaged Property by an Independent Appraiser (unless such an appraisal
was obtained within one year of such date and the Special Servicer has no
knowledge of any circumstances that would materially affect the validity of such
appraisal). Promptly after obtaining such appraisal, the Special Servicer shall
determine the FV Price in accordance with the Servicing Standard and the
provisions of subsection (j) below. Promptly after determining the FV Price, the
Special Servicer shall report such FV Price to the Trustee and each Purchase
Option Holder.

            With respect to any Serviced Loan Group, the Purchase Option Holders
will only have the right to purchase the related Loan Group Trust Mortgage Loan.
With respect to each such Specially Serviced Loan that is part of a Loan Group
as to which there is a Pari Passu Companion Loan that has been securitized, the
Special Servicer shall also send a copy of the notice containing the FV Price
described above to the parties under the related pooling and servicing agreement
that have the equivalent rights as the Purchase Option Holders under this
Agreement.

            With respect to each of the Non-Serviced Trust Loans, this Section
3.19 shall be applicable subject to the terms of the related Lead PSA and
Co-Lender Agreement, provided that any rights of any Persons to exercise its
option to purchase such Loan Group Trust Mortgage Loans shall be calculated in
accordance with the terms of the related Lead PSA and the related Co-Lender
Agreement by the parties specified therein (and the Trust shall sell such Loan
Group Trust Mortgage Loan in compliance with such terms). Any proceeds from such
sale of a Non-Serviced Trust Loan pursuant to the exercise of such option shall
be treated for purposes of this Agreement in the same manner as funds received
in connection with the sale of any Serviced Loan Group Trust Mortgage Loan in
accordance with the provisions of this Section 3.19.

            (d) In the event that the Special Servicer determines that it is
willing, or another Purchase Option Holder notifies the Special Servicer that it
is willing, to purchase any Specially Serviced Mortgage Loan (the party
submitting such bid, the "Initial Bidder") at a price equal to or above the FV
Price (a "FV Bid"), the Special Servicer shall notify all other Purchase Option
Holders that it has made or received, as the case may be, such FV Bid (without
disclosing the amount of such FV Bid). All other Purchase Option Holders may
submit competing bids within the ten Business Day period following such notice.
At the conclusion of the above-described ten Business Day period, the Special
Servicer shall accept the highest bid received from any Purchase Option Holder
that is at least equal to the FV Price.

            (e) If the Special Servicer accepts the bid of any Purchase Option
Holder, such Purchase Option Holder shall be required to purchase the subject
Specially Serviced Mortgage Loan within ten Business Days of receipt of notice
of such acceptance.

            (f) If the Special Servicer has not accepted a FV Bid prior to the
expiration of 120 days from the Special Servicer's most recent determination of
the FV Price and thereafter receives a FV Bid or a request from a Purchase
Option Holder for an updated FV Price, the Special Servicer shall within 45 days
recalculate the FV Price (with no presumption that such FV Price should be
reduced on account of the lack of an FV Bid) and repeat the notice and bidding
procedure provided in subsection (c) above until the purchase option terminates
under subsection (j) below. In connection with such recalculation, the Special
Servicer may obtain an updated Appraisal if it determines that market conditions
or conditions at the mortgaged property warrant an updated Appraisal. In
addition, the Special Servicer shall recalculate the FV Price of any Mortgage
Loan if there has been a material change in circumstances of which the Special
Servicer is aware or the Special Servicer has received new information, either
of which has a material effect on the fair value.

            (g) If the party exercising the purchase option at the FV Price for
any Specially Serviced Loan is the Special Servicer or an Affiliate thereof, the
Trustee shall verify that the FV Price is at least equal to the fair value of
such Mortgage Loan. In determining whether the FV Price is at least equal to the
fair value of such Mortgage Loan the Trustee will be permitted to conclusively
rely on an appraisal obtained by the Trustee from an Independent Appraiser at
the time it is required to verify the FV Price and/or the opinion of an
Independent expert in real estate matters (including the Master Servicer) with
at least 5 years' experience in valuing or investing in loans, similar to such
Mortgage Loan, that has been selected by the Trustee with reasonable care at the
expense of the Trust Fund.

            (h) Any Purchase Option Holder may, once such option is exercisable,
assign its purchase option with respect to any Specially Serviced Loan to a
third party other than another Purchase Option Holder or any Person whose
purchase of such Specially Serviced Loan would violate any restrictions
contained in any mezzanine intercreditor agreement or any Co-Lender Agreement
and upon such assignment such third party shall have all of the rights that had
been granted to the Purchase Option Holder hereunder in respect of the purchase
option. Such assignment shall only be effective upon written notice (together
with a copy of the executed assignment and assumption agreement) being delivered
to the Trustee, the Master Servicer and the Special Servicer.

            (i) In determining the FV Price for any Specially Serviced Loan, the
Special Servicer may take into account, among other factors, the results of any
appraisal or updated appraisal that it or the Master Servicer may have obtained
in accordance with this Agreement within the prior twelve months; the opinions
on fair value expressed by Independent investors in mortgage loans comparable to
the subject Specially Serviced Loan; the period and amount of any delinquency on
the subject Specially Serviced Loan; the physical condition of the related
Mortgaged Property; the state of the local economy; and the expected recoveries
from the subject Specially Serviced Loan if the Special Servicer were to pursue
a workout or foreclosure strategy instead of selling such Mortgage Loan to a
Purchase Option Holder.

            (j) The purchase option for any Specially Serviced Loan pursuant to
this Section 3.19 shall terminate, and shall not be exercisable as set forth in
subsections (b) and (c) above (or if exercised, but the purchase of the subject
Mortgage Loan has not yet occurred, shall terminate and be of no further force
or effect) if and when (i) such Specially Serviced Loan has become a Corrected
Loan, (ii) the related Mortgaged Property has become an REO Property or (iii) a
Final Recovery Determination has been made with respect to such Specially
Serviced Loan.

            (k) Until such time as an FV Bid is accepted and the related
Specially Serviced Mortgage Loan is sold in connection therewith, the Special
Servicer shall continue to pursue all of the other resolution options available
to it with respect to the Specially Serviced Loan in accordance with the
Servicing Standard.

            (l) Notwithstanding anything to the contrary herein, the holders of
the related Companion Loan shall be entitled to purchase the related Loan Group
Trust Mortgage Loans 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 3.19. The Special Servicer 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 appropriate Companion Loan Noteholders as are required by the related
Co-Lender Agreement in connection with each such holders' purchase rights.

            (m) Any purchase of a Specially Serviced Loan that is purchased
pursuant to this Section 3.19 will remain subject to the cure and purchase
rights of, in each case if applicable, the related Companion Loan Noteholders as
set forth in the related Co-Lender Agreement and any holder of a related
mezzanine loan in connection with a Loan default as set forth in the related
intercreditor agreement.

            (n) The Special Servicer shall use its best efforts to solicit bids
for each REO Property in such manner that is in accordance with the Servicing
Standard and that is within the time period provided for by Section 3.17(a).
Subject to Section 6.11, the Special Servicer shall accept the first (and, if
multiple bids are received contemporaneously or subsequently, the highest) cash
bid received from any Person that constitutes a fair price for such REO
Property. If the Special Servicer reasonably believes that it will be unable to
realize a fair price for any REO Property within the time constraints imposed by
Section 3.17(a), then (subject to Section 6.11) the Special Servicer shall
dispose of such REO Property upon such terms and conditions as the Special
Servicer shall deem necessary and desirable to maximize the recovery thereon
under the circumstances and, in connection therewith, shall accept the highest
outstanding cash bid, regardless of from whom received.

            (o) The Special Servicer shall give the Trustee and the Depositor
prior written notice of its intention to sell any REO Property pursuant to this
Section 3.19.

            (p) No Interested Person shall be obligated to submit a bid to
purchase any REO Property, and 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 pursuant hereto.

            (q) Whether any cash bid constitutes a fair price for any REO
Property for purposes of this Section 3.19, shall be determined by the Special
Servicer or, if such cash bid is from an Interested Person, by the Trustee. In
determining whether any bid received from an Interested Person represents a fair
price for any REO Property, the Trustee shall be supplied with and shall be
entitled to rely on the most recent appraisal in the related Servicing File
conducted in accordance with this Agreement within the preceding 12-month period
(or, in the absence of any such appraisal or if there has been a material change
at the subject property since any such appraisal, on a new appraisal to be
obtained by the Special Servicer (the cost of which shall be covered by, and be
reimbursable as, a Servicing Advance)). The appraiser conducting any such new
appraisal shall be an Independent Appraiser selected by the Special Servicer if
neither the Special Servicer nor any Affiliate thereof is bidding with respect
to an REO Property and selected by the Trustee if either the Special Servicer or
any Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an REO Property, the Special Servicer shall require that
all bids be submitted to it (and, if the Special Servicer or any Affiliate
thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than an Interested Person
constitutes a fair price for any REO Property, the Special Servicer shall take
into account the results of any appraisal or updated appraisal that it or the
Master Servicer may have obtained in accordance with this Agreement within the
prior twelve months, and any Independent Appraiser shall be instructed to take
into account, as applicable, among other factors, the occupancy level and
physical condition of the subject REO Property, the state of the local economy
and the obligation to dispose of the subject REO Property within the time period
specified in Section 3.17(a). The Purchase Price for any REO Property shall in
all cases be deemed a fair price. Notwithstanding the other provisions of this
Section 3.19, no cash bid from the Special Servicer or any Affiliate thereof
shall constitute a fair price for any REO Property unless such bid is the
highest cash bid received and at least two independent bids (not including the
bid of the Special Servicer or any Affiliate) have been received. In the event
the bid of the Special Servicer or any Affiliate thereof is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an additional bid or bids, as the case may be, are received and
the original bid of the Special Servicer or any Affiliate thereof is the highest
of all cash bids received, then the bid of the Special Servicer or such
Affiliate shall be accepted, provided that the Trustee has otherwise determined,
as provided above in this Section 3.19(s), that such bid constitutes a fair
price for any REO Property. Any bid by the Special Servicer shall be
unconditional; and, if accepted, the subject REO Property shall be transferred
to the Special Servicer without recourse, representation or warranty other than
customary representations as to title given in connection with the sale of a
real property.

            (r) Subject to Sections 3.19(a) through 3.19(g) above, and further
subject to Section 6.11, the Special Servicer shall act on behalf of the Trustee
in negotiating with independent third parties seeking to purchase an REO
Property and taking any other action necessary or appropriate in connection with
the sale of any Specially Serviced Loan or REO Property pursuant to this Section
3.19, and the collection of all amounts payable in connection therewith. In
connection therewith, the Special Servicer may charge prospective bidders for
any REO Property, and may retain, fees that approximate the Special Servicer's
actual costs in the preparation and delivery of information pertaining to, or
evaluating bids for, such REO Property without obligation to deposit such
amounts into the Pool Custodial Account. Any sale of a Specially Serviced Loan
or an REO Property pursuant to this Section 3.19 shall be final and without
recourse to the Trustee or the Trust, and if such sale is consummated in
accordance with the terms of this Agreement, neither the Special Servicer nor
the Trustee shall have any liability to any Certificateholder with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.

            (s) Any sale of a Specially Serviced Loan or an REO Property
pursuant to this Section 3.19 shall be for cash only and shall be on a servicing
released basis.

            Section 3.20 Additional Obligations of the Master Servicer;
Obligations to Notify Ground Lessors; the Special Servicer's Right to Request
the Master Servicer to Make Servicing Advances.

            (a) The Master Servicer shall deliver to the Trustee for deposit in
the Distribution Account on each Master Servicer Remittance Date, without any
right of reimbursement therefor, an amount equal to the lesser of (i) the
aggregate amount of all Prepayment Interest Shortfalls, if any, incurred in
connection with Principal Prepayments received during the most recently ended
Collection Period with respect to Performing Serviced Loans in the Mortgage Pool
and (ii) the aggregate of all Master Servicing Fees received by the Master
Servicer during such Collection Period with respect to the entire Mortgage Pool
(but only to the extent of that portion thereof calculated at a rate of 0.01%
per annum with respect to each and every Serviced Loan and each and every REO
Mortgage Loan that was previously a Serviced Loan); provided, however, that if
any such Prepayment Interest Shortfall occurs as a result of the Master
Servicer's allowing the Mortgagor to deviate from the terms of the related Loan
documents regarding Principal Prepayments, the Master Servicer shall be
obligated to pay an amount equal to the entire Prepayment Interest Shortfall
with respect to the subject Serviced Mortgage Loan without any limitation of the
kind set forth in clause (ii) of this sentence.

            (b) The Master Servicer shall, as to each Serviced Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, even if
the corresponding fee interest is encumbered, promptly (and in any event within
60 days) following the Closing Date, notify the related ground lessor of the
transfer of such Serviced Loan to the Trust Fund 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 Master Servicer.

            (c) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor in a hospitality property, not
later than the later of (i) 30 days following the Master Servicer's receipt of
the subject franchise agreement and (ii) the expiration of the period that may
be required for such notice pursuant to the terms of the applicable franchise
documents, if any, notify the related hospitality franchisor of the transfer of
such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such
hospitality franchisor that any notices of default under the related franchise
agreement should thereafter be forwarded to the Master Servicer (and also to the
Special Servicer if such Mortgage Loan becomes a Specially Serviced Loan).

            (d) Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer has the option under this Agreement to make
any Servicing Advance but does not desire to do so, the Special Servicer may, in
its sole discretion, request that the Master Servicer make such Servicing
Advance, such request to be made, in writing, at least five (5) Business Days
(or, in an emergency situation or on an urgent basis, two (2) Business Days,
provided that the written request set forth the nature of the emergency or the
basis of the urgency) in advance of the date on which such Servicing Advance is
required to be made hereunder and to be accompanied by such information and
documentation regarding the subject Servicing Advance as the Master Servicer may
reasonably request. The Master Servicer shall have the obligation to make any
such Servicing Advance that it is so requested by the Special Servicer to make,
within five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days) of the Master Servicer's receipt of such request.
The Master Servicer shall be entitled to reimbursement for any Servicing Advance
made by it at the direction of the Special Servicer, together with interest
thereon in accordance with Sections 3.05(a), 3.05A and 3.12(b), as applicable,
at the same time, in the same manner and to the same extent as the Master
Servicer is entitled with respect to any other Servicing Advances made thereby.

            Notwithstanding the foregoing provisions of this Section 3.20(d),
but subject to the provisions of Section 3.12(e), the Master Servicer shall not
be required to make at the direction of the Special Servicer, any Servicing
Advance if the Master 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 in fact a Nonrecoverable Servicing
Advance. The Master Servicer shall notify the Special Servicer in writing of
such determination, which shall be made pursuant to Section 3.12(d). Any request
by the Special Servicer that the Master Servicer make a Servicing Advance shall
be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master
Servicer and the Trustee shall be entitled to conclusively rely on such
determination. Upon determining that any Servicing Advance previously made with
respect to a Specially Serviced Loan or REO Property is a Nonrecoverable
Servicing Advance, the Special Servicer shall report to the Master Servicer the
Special Servicer's determination. The Master Servicer shall be entitled to
conclusively rely on such a determination and shall be bound by such a
determination (but this statement shall not be construed to entitle the Special
Servicer to reverse any determination that may have been made by the Master
Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from
making a determination, that any Servicing Advance constitutes or would
constitute a Nonrecoverable Advance).

            Section 3.21 Modifications, Waivers, Amendments and Consents;
Defeasance.

            (a) Subject to Sections 3.21(b) through 3.21(f) below, and further
subject to Section 6.11, the Special Servicer (or, under the limited
circumstances set forth in Section 3.21(c), the Master Servicer) may, on behalf
of the Trustee and, in the case of the Companion Loans, any Companion Loan
Noteholder, agree to any modification, extension, waiver or amendment of any
term of any Serviced Loan and respond to various Mortgagor requests for consent
on the part of the mortgagee (including the lease reviews and lease consents
related thereto), without the consent of the Trustee, any Certificateholder, any
Companion Loan Noteholder, the Master Servicer (in the case of any such action
taken by the Special Servicer) or, except as expressly set forth below, the
Special Servicer (in the case of any such action taken by the Master Servicer).

            (b) All modifications, extensions, waivers or amendments of any
Serviced Loan, including the lease reviews and lease consents related thereto,
shall be in writing and shall be considered and effected in a manner consistent
with the Servicing Standard.

            (c) In the case of any Performing Serviced Loan, and subject to the
rights of the Special Servicer set forth below, the Master Servicer shall be
responsible for responding to any request by a Mortgagor for the consent or
approval of the mortgagee with respect to a modification, extension, waiver or
amendment of any term thereof, provided that such consent or approval or such
modification, extension, waiver or amendment would not (except as permitted by
Sections 3.02(a), 3.03(d), 3.07, 3.08(a) and 3.21(f) hereof) affect the amount
or timing of any of the payment terms of such Loan (including payment terms
related to late payment charges but excluding Default Interest and other amounts
constituting servicing compensation), result in the release of the related
Mortgagor from any material term thereunder, waive any rights thereunder with
respect to any guarantor thereof, relate to the release, addition or
substitution of any material collateral for such Loan or relate to any waiver of
or granting of consent under a "due-on-sale" or "due-on-encumbrance" clause.
With respect to any action proposed to be taken by the Master Servicer under
this Section 3.21(c) where the thresholds in clauses (i) through (v) of the next
sentence are exceeded, or which involves the situations set forth in the proviso
to the previous sentence, the Special Servicer only may take such action. To the
extent consistent with the foregoing, but subject to Section 3.21(f), the Master
Servicer shall also be responsible for the following with respect to the
Performing Serviced Loans:

            (i) consent to subordination of the related Mortgage Loan to an
      easement or right of way for utilities, access, parking, public
      improvements or another similar purpose, provided the Master 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 the related
      Mortgaged Property;

            (ii) grant waivers of minor covenant defaults (other than financial
      covenants) including late financial statements and approving 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 to
      which such financial statements relate;

            (iii) grant releases of non-material parcels of a Mortgaged Property
      (provided that releases as to which the related Loan documents expressly
      require the mortgagee thereunder to make releases upon the satisfaction of
      certain conditions (which do not provide for lender consent or lender
      discretion) shall be made as required by the related Loan documents);

            (iv) approve or consent to grants of easements and rights of way
      that do not materially affect the use or value of a Mortgaged Property or
      the Mortgagor's ability to make any payments with respect to the related
      Mortgage Loan;

            (v) grant other non-material waivers, consents, modifications or
      amendments;

            (vi) approve routine leasing activity with respect to leases for
      less than the lesser of (A) 20,000 square feet and (B) 20% of the related
      Mortgaged Property;

            (vii) approve annual budgets for the related Mortgaged Property,
      provided that no such budget (A) relates to a fiscal year in which an
      Anticipated Repayment Date occurs, (B) 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 (C) provides for the payment of
      any material expenses to any affiliate of the Mortgagor (other than with
      respect to the payment of the management fee to any property manager if
      such management fee is no more than the management fee in effect on the
      Cut off Date); and

            (viii) 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 the Mortgagor and is a nationally or regionally
      recognized manager of similar properties, (B) the related Serviced Loan
      does not represent 2% or more of the then aggregate principal balance of
      the Mortgage Pool and (C) the Loan Group Mortgaged Properties are not
      involved;

            Except as permitted by Section 3.02(a), Section 3.03(d), Section
3.07, Section 3.08(a) and this Section 3.21(c), the Master Servicer may not
agree to waive, modify or amend any term of any Loan or respond to any Mortgagor
requests for mortgagee consent. Furthermore, the Master Servicer may not agree
to any modification, extension, waiver or amendment of any term of any Mortgage
Loan that would cause an Adverse REMIC Event with respect to either REMIC Pool
or an Adverse Grantor Trust Event with respect to the Grantor Trust. 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 Schedule X attached hereto received by the Master
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 Master Servicer within five (5) Business Days of the Special
Servicer's receipt of such request). For purposes of this Agreement,
"disbursements of earnouts or holdback amounts" shall mean the disbursement or
funding to a Mortgagor or 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 (i.e. project reserve thresholds, lease-up requirements, sales
requirements, etc.) as set forth in the applicable Mortgage Loan documents, have
been satisfied.

            (d) Except as provided in Section 3.02(a), Section 3.07, Section
3.08 or Section 3.21(e), the Special Servicer, on behalf of the Trustee and, in
the case of a Companion Loan, the related Companion Loan Noteholders, shall not
agree or consent to any modification, extension, waiver or amendment of any term
of any Serviced Loan that would:

            (i) affect the amount or timing of any scheduled payment of
      principal, interest or other amount (including Prepayment Premiums or
      Yield Maintenance Charges, but excluding Default Interest and other
      amounts payable as additional servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Mortgagor to pay a
      Prepayment Premium or Yield Maintenance Charge or effect the waiver of any
      prepayment restriction thereunder or permit a Principal Prepayment during
      any period in which the related Mortgage Note prohibits Principal
      Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or
      pursuant to Section 3.09(d), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Independent Appraiser
      delivered to the Special Servicer at the expense of the related Mortgagor
      and upon which the Special Servicer may conclusively rely) of the property
      to be released; or

            (iv) in the reasonable, good faith judgment of the Special Servicer,
      otherwise materially impair the security for such Loan or reduce the
      likelihood of timely payment of amounts due thereon.

            Notwithstanding the prior provisions of this Section 3.21(d), and
subject to the Servicing Standard, and further subject to clause (C) of the
first paragraph of, and the entire second paragraph of, Section 3.21(e) and
Section 6.11, following any extensions of the maturity date of a Performing
Serviced Loan that the Master Servicer is permitted to approve pursuant to
Section 3.21(c), the Special Servicer may extend the maturity date of a
Performing Serviced Loan for up to one year (subject to a limit of a total of
four such one-year extensions); provided that the related Mortgagor has failed
to make any Balloon Payment on such Performing Serviced Loan. In connection with
an extension of the maturity date of a Performing Serviced Loan approved by the
Special Servicer in accordance with this subsection (d), the Special Servicer
shall process all requests and related documentation and shall be entitled to
retain 100% of any modification fee or extension fee that is actually paid by
the related Mortgagor. The Special Servicer shall promptly notify the Master
Servicer of any extension granted by the Special Servicer in accordance with
this paragraph.

            (e) Notwithstanding Section 3.21(d), but subject to Section 6.11 and
the second paragraph of this Section 3.21(e), the Special Servicer may (i)
reduce the amounts owing under any Specially Serviced Loan by forgiving
principal, accrued interest or any Prepayment Premium, Yield Maintenance Charge
or exit fee, (ii) reduce the amount of the Monthly Payment on any Specially
Serviced Loan, including by way of a reduction in the related Mortgage Rate,
(iii) forbear in the enforcement of any right granted under any Mortgage Note,
Mortgage or other Loan document relating to a Specially Serviced Loan, (iv)
accept a Principal Prepayment on any Specially Serviced Loan during any Lockout
Period or (v) extend the maturity of any Specially Serviced Loan; provided that
(A) the related Mortgagor is in monetary default or material non-monetary
default with respect to such Specially Serviced Loan or, in the reasonable, good
faith judgment of the Special Servicer, such default is reasonably foreseeable,
(B) in the reasonable, good faith judgment of the Special Servicer, such
modification, extension, waiver or amendment would increase the recovery on such
Specially Serviced Loan to Certificateholders (as a collective whole) or, if a
Loan Group is involved, would increase the recovery on such Loan Group to
Certificateholders and related Companion Loan Noteholders (as a collective
whole), on a present value basis (the relevant discounting of anticipated
collections that will be distributable to the Certificateholders (or, in the
case of the Loan Groups, to Certificateholders and related Companion Loan
Noteholders), to be performed at a rate (a) taking into account the related
Mortgage Rate (or, in the case of a Loan Group, at the weighted average of the
Mortgage Rates for such Loan Group) in each case), in each case and in the case
of the ARD Loan or related REO Loan after its Anticipated Repayment Date, net of
the related Additional Interest Rate and (b) taking into account the risk of
collection, and (C) such modification, extension, waiver or amendment would not
cause an Adverse REMIC Event in respect of either REMIC Pool or any REMIC
created in connection with Companion Loan Securities or an Adverse Grantor Trust
Event with respect to the Grantor Trust; and provided, further, that (i) any
modification, extension, waiver or amendment of the payment terms of a Loan
Group 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 related Companion Loan Noteholders 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
such Co-Lender Agreement and (ii) any waiver, reduction or deferral of any
particular amount due on any Loan in a Loan Group or reduction of any Mortgage
Rate on any Loan in a Loan Group shall be allocated in the manner set forth in
the related Co-Lender Agreement.

            In no event shall the Special Servicer: (i) extend the maturity date
of a Serviced Loan beyond the date that is two years prior to the Rated Final
Distribution Date; (ii) extend the maturity date of any Serviced Loan for more
than five years beyond its Stated Maturity Date; (iii) extend the maturity date
of the Investcorp Retail Portfolio Pari Passu Companion Loan beyond the date
that is five years prior to the rated final payment date assigned by either
Rating Agency to any Companion Loan Securities relating to the Investcorp Retail
Portfolio Pari Passu Companion Loan; or (iv) if the Serviced Loan is secured
solely or primarily by a Mortgage on the leasehold interest under a Ground Lease
(but not the related fee interest), extend the maturity date of such Serviced
Loan beyond the date which is 20 years (or, to the extent consistent with the
Servicing Standard, giving due consideration to the remaining term of the Ground
Lease, 10 years) prior to the expiration of the term of such Ground Lease.

            The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.21(e) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer (and, in the case of a Loan Group, the affected Companion Loan
Noteholders) and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall attach to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.

            (f) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer, as applicable, shall give
any consent, approval or direction regarding the termination of the related
property manager or the designation of any replacement property manager or, if
such Mortgaged Property is hospitality property, give any consent, approval or
direction regarding the termination of the franchise or the designation of a new
franchise, with respect to any Mortgaged Property that secures either (A) the
Companion Loans or (B) a Serviced Loan that has an unpaid principal balance that
is at least equal to the lesser of $20,000,000 and 2% of the then aggregate
principal balance of the Mortgage Pool, unless: (1) the mortgagee is not given
discretion under the terms of the related Loan; or (2) it has Rating Agency
Confirmation from each Rating Agency with respect to such action.

            Any party hereto seeking Rating Agency Confirmation with respect to
the matters described above shall deliver a Review Package to each Rating
Agency.

            (g) Any payment of interest that is deferred pursuant to any
modification, extension, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Loan, notwithstanding that the terms of such
modification, extension, waiver or amendment so permit. The foregoing shall in
no way limit the Special Servicer's ability to charge and collect from the
Mortgagor costs otherwise collectible under the terms of the related Mortgage
Note.

            (h) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Loan and, further, by the terms of this Agreement and applicable law,
require that such Mortgagor pay to it (i) as additional servicing compensation,
a reasonable or customary fee for the additional services performed in
connection with such request, provided such fee does not cause a "significant
modification" of the Loan pursuant to Treasury Regulations Sections
1.1001-3(e)(2) or 1.860G-2(b), and (ii) any related costs and expenses incurred
by it. Any such fee that is to be shared by the Master Servicer and the Special
Servicer may not be waived or reduced by either such party without the consent
of the other party. In no event shall the Special Servicer or Master Servicer be
entitled to payment for such fees or expenses unless such payment is collected
from the related Mortgagor.

            (i) The Special Servicer, with respect to a Specially Serviced Loan,
and Master Servicer, with respect to a Performing Serviced Loan, shall each
notify the other, any related Sub-Servicers, the Trustee and, where a Companion
Loan is affected, the related Companion Loan Noteholder, in writing, of any
modification, extension, waiver or amendment of any term of any Loan (including
fees charged the Mortgagor) agreed to by the Special Servicer (or agreed to by
the Master Servicer in the case of Performing Serviced Loans) and the date
thereof, and shall deliver to the Trustee or any related Custodian for deposit
in the related Mortgage File (with a copy to be delivered to or retained by, as
applicable, the Master Servicer), an executed counterpart of the agreement
relating to such modification, extension, waiver or amendment promptly following
execution and delivery thereof, to be followed by an original recorded
counterpart promptly following the recordation (and receipt).

            (j) To the extent that either the Master Servicer or Special
Servicer waives any Default Charge in respect of any Serviced Loan, whether
pursuant to Section 3.02(a) or this Section 3.21, the respective amounts of
additional servicing compensation payable to the Master Servicer and the Special
Servicer as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

            (k) With respect to any Serviced Loan that permits the release of
Mortgaged Properties through defeasance, to the extent permitted under the
related Loan documents, the Master Servicer shall, subject to the next paragraph
and the related Loan documents, (1) notify each Rating Agency, the Trustee, the
Underwriters and the Special Servicer upon receipt of a Mortgagor's notice of
defeasance of such Loan, (2) obtain the written confirmation from each Rating
Agency that the acceptance of a pledge of the Defeasance Collateral will not
result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities, and (3) take such further action as provided in such
Mortgage Note to effectuate such defeasance, including the purchase and
perfection of the Defeasance Collateral on behalf of the Trustee (as mortgagee
of record on behalf of the Certificateholders and, in the case of the Companion
Loans, the related Companion Loan Noteholders. The confirmation described in
clause (2) above shall not be required:

            (i) from S&P in the case of a Serviced Loan with an unpaid principal
      balance less than or equal to $20,000,000 and constitutes less than 5% of
      the aggregate unpaid principal balance of the Mortgage Pool, and is not
      then one of the ten largest (measured by unpaid principal balance)
      Mortgage Loans in the Mortgage Pool, provided the Master Servicer delivers
      to S&P a certification in the form attached hereto as Exhibit L (a
      "Defeasance Certificate"); or

            (ii) from Moody's in the case of any Serviced Loan that is not then
      one of the ten largest (measured by unpaid principal balance) Mortgage
      Loans in the Mortgage Pool and that is not then one of the ten largest
      groups (measured by aggregate unpaid principal balance) of Mortgage Loans
      with related Mortgagors, provided the Master Servicer delivers to Moody's
      a Defeasance Certificate;

provided that, in the case of (i) or (ii) above, such written confirmation shall
not be required from S&P and/or Moody's (provided that the Master Servicer
delivers a Defeasance Certificate to the applicable Rating Agency), as
applicable, in the event 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).

            Notwithstanding the foregoing, but subject to the related Loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under a Defeasance Loan if (i) such defeasance would occur within two
years of the Startup Day, (ii) if the Defeasance Collateral shall not be
Government Securities; (iii) such Defeasance Loan (or any applicable agreement
executed in connection with the related defeasance) provides that the Mortgagor
shall be liable for any shortfalls from such Defeasance Collateral or otherwise
be subject to recourse liability with respect to the Defeasance Loan (except for
any liability that, pursuant to the terms of the related Loan documents,
survives such defeasance), (iv) all costs to be incurred in connection with such
defeasance (including Rating Agency fees, accountants' fees and costs incurred
in connection with any required opinions of counsel) would not be paid by the
related Mortgagor; provided, however, that if the related Loan documents do not
require the Mortgagor to pay such costs, such costs shall be paid as an
Additional Trust Fund Expense out of the Custodial Account and the Master
Servicer shall provide notice to, and demand payment for such costs from, the
related Mortgage Loan Seller pursuant to Section 5(g) of the related Mortgage
Loan Purchase Agreement, or (v) unless such confirmation is not required
pursuant to the first paragraph of this Section 3.21(k), either Rating Agency
does not confirm in writing to the Master Servicer that the acceptance of a
pledge of the Defeasance Collateral in lieu of a prepayment will not result in
an Adverse Rating Event with respect to the Certificates or any Companion Loan
Securities.

            All expenses related to the defeasance of a Defeasance Loan shall be
charged to the related Mortgagor or other responsible party.

            (l) With respect to the ARD Loan after its Anticipated Repayment
Date, the Master Servicer shall be permitted, subject to obtaining the Special
Servicer's consent, to waive (such waiver to be in writing addressed to the
related Mortgagor, with a copy to the Trustee) all or any portion of the accrued
Post-ARD Additional Interest on the ARD Loan if (i) the ARD Loan is not a
Specially Serviced Loan (on which the Special Servicer may waive accrued
Post-ARD Additional Interest pursuant to Section 3.21(e)), (ii) prior to the
related maturity date, the related Mortgagor has requested the right to prepay
the ARD Loan in full together with all payments required under the ARD Loan in
connection with such prepayment (except for all or a portion of such accrued
Post-ARD Additional Interest), and (iii) the Master Servicer has determined, in
its reasonable, good faith judgment, that the waiver of the Trust's right to
receive such accrued Post-ARD Additional Interest is reasonably likely to
produce a greater payment to Certificateholders (as a collective whole) (or, if
a Loan Group is involved, to produce a greater payment to the Certificateholders
and the related Companion Loan Noteholders (as a collective whole)) on a present
value basis (the relevant discounting of anticipated collections that will be
distributable to Certificateholders (or, in the case of a Loan Group, to
Certificateholders and the related Companion Loan Noteholders) to be performed
at the related Mortgage Rate (or, in the case of a Loan Group at the weighted
average of the Mortgage Rates of such Loan Group) in each case, net of the
applicable Additional Interest Rate) than a refusal to waive the right to such
Post-ARD Additional Interest; provided that any such waiver of Post-ARD
Additional Interest accrued on the Loan Groups shall be structured so as to be
consistent with the allocation and payment priorities set forth in the related
Loan documents and the Co-Lender Agreement, such that the Companion Loan
Noteholders shall not gain any priority over the Trust as holder of the Loan
Group Trust Mortgage Loans with respect to the payment of such Post-ARD
Additional Interest. The Master Servicer shall have no liability to the Trust,
the Certificateholders or any other Person so long as such determination is
exercised in accordance with the Servicing Standard.

            (m) Notwithstanding anything to the contrary herein, the Special
Servicer (with the consent of any applicable Controlling Class Directing Holder,
subject to the limitations of Section 6.11(b)) may, in accordance with the
Servicing Standard, agree to any waiver, modification or amendment of a Mortgage
Loan that is not in default or as to which default is not reasonably foreseeable
if the Special Servicer determines that the contemplated waiver, modification or
amendment (i) will not be a "significant modification" of the Mortgage Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or (ii) will not
cause (x) either REMIC Pool to fail to qualify as a REMIC or (y) either REMIC
Pool to be subject to any tax under the REMIC Provisions of the Code. Such
determination of the Special Servicer shall be based on consultation with
counsel and, if it is determined in accordance with the Servicing Standard by
the Special Servicer to be necessary or prudent, on an opinion of counsel
delivered to the Trustee to that effect (which shall be 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 Master Servicer as a servicing expense out of general collections
on the Mortgage Loans).

            Section 3.22 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Loan that had otherwise been a Performing Serviced Loan, and
if the Master Servicer is not also the Special Servicer, the Master Servicer
shall immediately give notice thereof to the Special Servicer and with respect
to any Loan Group to the related Companion Loan Noteholder, and shall deliver a
copy of the related Servicing File, to the Special Servicer and shall use
reasonable efforts to provide the Special Servicer with all information,
documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Loan, either in the Master Servicer's or any of its directors', officers',
employees', affiliates' or agents' possession or control or otherwise available
to the Master Servicer without undue burden or expense, and reasonably requested
by the Special Servicer to enable it to assume its functions hereunder with
respect thereto without acting through a Sub-Servicer. The Master Servicer shall
use reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event;
provided, however, that if the information, documents and records requested by
the Special Servicer are not contained in the Servicing File, the Master
Servicer shall have such period of time as reasonably necessary to make such
delivery. The Special Servicer may conclusively rely on the Master Servicer's
determination that a Servicing Transfer Event has occurred giving rise to a
Serviced Loan's becoming a Specially Serviced Loan. Neither the Master Servicer
nor the Special Servicer shall be liable or in default hereunder for any
reasonable act or failure to act because of or arising out of the other party's
failure to deliver information, documents or records with respect to any
Specially Serviced Loan in accordance with the requirements hereof.

            Upon determining that a Specially Serviced Loan has become a
Corrected Loan, and if the Master Servicer is not also the Special Servicer, the
Special Servicer shall immediately give notice thereof, and shall within five
Business Days of such occurrence return the related Servicing File, together
with any and all new information, documents and records relating to the subject
Loan that were not part of the Servicing File when it was delivered to the
Special Servicer, to the Master Servicer (or such other Person as may be
directed by the Master Servicer) and upon giving such notice, and returning such
Servicing File, to the Master Servicer (or such other Person as may be directed
by the Master Servicer), the Special Servicer's obligation to service such Loan,
and the Special Servicer's right to receive the Special Servicing Fee with
respect to such Loan shall terminate, and the obligations of the Master Servicer
to service and administer such Loan shall resume.

            Notwithstanding anything herein to the contrary, in connection with
the transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Loan, the Master Servicer and the
Special Servicer shall each transfer to the other, as and when applicable, the
servicing of all other Cross-Collateralized Mortgage Loans constituting part of
the same Cross-Collateralized Group; provided that no Cross-Collateralized
Mortgage Loan may become a Corrected Loan at anytime that a continuing Servicing
Transfer Event exists with respect to another Cross-Collateralized Mortgage Loan
in the same Cross-Collateralized Group.

            (b) In servicing any Specially Serviced Loans, the Special Servicer
shall provide to the Custodian originals of newly executed documents included
within the definition of "Mortgage File" for inclusion in the related Mortgage
File (with a copy of each such original to the Master Servicer), and shall
provide to the Master Servicer copies of any additional related Loan
information, including correspondence with the related Mortgagor.

            (c) Upon request (and to the extent not otherwise already provided
by the Special Servicer pursuant to its reporting obligations hereunder), the
Special Servicer shall deliver to the Master Servicer, the Trustee and each
Rating Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Loans and REO Properties, the information described in
clauses (vi) through (xv) of Section 4.02(a) (with respect to information set
forth in such clauses related to prior Distribution Dates and/or periods, the
Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxiv) and (xxx) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Specially Serviced Loan during the related
Collection Period, and the amount of Insurance Proceeds, Condemnation Proceeds
and Liquidation Proceeds received, and the amount of any Realized Loss incurred,
with respect to each REO Property during the related Collection Period, (3) the
amount, purpose and date of all Servicing Advances made by the Special Servicer
with respect to each Specially Serviced Loan and REO Property during the related
Collection Period, (4) in writing, a brief narrative summary of the status of
each Specially Serviced Loan, (5) the CMSA Special Servicer Loan File and (6)
such additional information relating to the Specially Serviced Loans and REO
Properties as the Master Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Loans and REO
Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

            Section 3.23 Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder, provided, however, that
following the Closing Date, for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Master Servicer and the Primary Servicer
may not appoint any sub-servicer that is a Prohibited Party, provided that in
each case, the Sub-Servicing Agreement:

            (i) is consistent with this Agreement in all material respects,
      requires the Sub-Servicer to comply with all of the applicable conditions
      of this Agreement (including, to the extent applicable, the requirements
      of Article XI) and, with the exception of Sections 7.01(a)(x), (xi) and
      (xii), provides for events of default with respect to the Sub-Servicer
      substantially the same as those set forth in Section 7.01 (modified as
      necessary to apply to the Sub-Servicer's obligations under the
      Sub-Servicing Agreement);

            (ii) provides that if the Master Servicer or the Special Servicer,
      as the case may be, shall for any reason no longer act in such capacity
      hereunder (including by reason of an Event of Default), the Trustee or its
      designee may thereupon assume all of the rights and, except to the extent
      they arose prior to the date of assumption, obligations of the Master
      Servicer or the Special Servicer, as the case may be, under such agreement
      or may terminate such Sub-Servicing Agreement without cause and without
      payment of any penalty or termination fee (provided, however, that those
      Sub-Servicing Agreements in effect as of the Closing Date (or, if being
      negotiated as of the Closing Date, in effect within 90 days thereafter)
      may only be terminated by the Trustee or its designee as contemplated by
      Section 3.23(d) hereof and in such additional manner as is provided in
      such Sub-Servicing Agreement);

            (iii) provides that the Depositor and the Trustee, for the benefit
      of the Certificateholders and, in the case of a Sub-Servicing Agreement
      relating to a Loan Group, the related Companion Loan Noteholders, shall
      each be a third party beneficiary under such agreement, but that (except
      to the extent the Trustee or its designee assumes the obligations of the
      Master Servicer or the Special Servicer, as the case may be, thereunder as
      contemplated by the immediately preceding clause (ii)) none of the
      Depositor, the Trustee, the Trust, any successor Master Servicer, the
      Special Servicer or any Companion Loan Noteholder, as the case may be, or
      any Certificateholder shall have any duties under such agreement or any
      liabilities arising therefrom;

            (iv) permits any purchaser of a Serviced Loan pursuant to this
      Agreement to terminate such agreement with respect to such purchased
      Mortgage Loan at its option and without penalty;

            (v) does not permit the Sub-Servicer to enter into or consent to any
      modification, extension, waiver or amendment or otherwise take any action
      on behalf of the Master Servicer or the Special Servicer contemplated by
      Section 3.08, Section 3.09 and Section 3.21 hereof or to foreclose on any
      Mortgage without the consent of the Master Servicer or Special Servicer,
      as the case may be;

            (vi) does not permit the Sub-Servicer any direct rights of
      indemnification that may be satisfied out of assets of the Trust Fund;

            (vii) each Sub-Servicing Agreement entered into by the Master
      Servicer (including any with an effective date on or before the Closing
      Date) provides either (i) that such agreement shall, with respect to any
      Serviced Loan serviced thereunder, terminate at the time such Loan becomes
      a Specially Serviced Loan or (ii) alternatively, be subject to the Special
      Servicer's rights to service such Loan for so long as such Loan continues
      to be a Specially Serviced Loan); and

            (viii) each Sub-Servicing Agreement entered into by the Special
      Servicer provides that it relates only to Specially Serviced Loans and
      shall terminate with respect to any such Loan which ceases to be a
      Specially Serviced Loan.

            The Master Servicer and the Special Servicer each shall deliver to
the Trustee and each other copies of all Sub-Servicing Agreements (and, to each
of the Companion Loan Noteholders, copies of any Sub-Servicing Agreement in
respect of the Companion Loans), as well as 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 Master Servicer or the Special Servicer include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special
Servicer, as the case may be; and, in connection therewith, all amounts advanced
by any Sub-Servicer, to the extent required under such Sub-Servicing Agreement,
to satisfy the obligations of the Master Servicer or the Special Servicer
hereunder to make P&I Advances or Servicing Advances shall be deemed to have
been advanced by the Master Servicer or the Special Servicer, as the case may
be, out of its own funds and, accordingly, such P&I Advances or Servicing
Advances shall be recoverable by such Sub-Servicer in the same manner and out of
the same funds as if such Sub-Servicer were the Master Servicer or the Special
Servicer, as the case may be. For so long as they are outstanding, Advances
shall accrue interest in accordance with Sections 3.12(b), 4.03(d) and 4.03A(d),
such interest to be allocable between the Master Servicer or the Special
Servicer, as the case may be, and such Sub-Servicer as they may agree. For
purposes of this Agreement, the Master Servicer and the Special Servicer each
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer and the Special Servicer each shall
notify the other, the Trustee, the Depositor, the Controlling Class
Certificateholders, if a Loan Group is affected, the related Companion Loan
Noteholders in writing promptly of the appointment by it of any Sub-Servicer.

            (b) Each Sub-Servicer (i) 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, and (ii)
except for any Sub-Servicer that is servicing any of the Mortgage Loans on the
Closing Date, shall be an approved conventional seller/servicer of mortgage
loans for FHLMC or Fannie Mae or a HUD-Approved Servicer.

            (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders and, in the case of the Companion Loans,
also for the benefit of the related Companion Loan Noteholders, shall (at no
expense to the Trustee, the Certificateholders, the Companion Loan Noteholders
or the Trust Fund) monitor the performance and enforce the obligations of their
respective Sub-Servicers under the related Sub-Servicing Agreements. Subject to
Section 11.01, such enforcement, including the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective
terms 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 Master Servicer or the
Special Servicer, as applicable, in its good faith business judgment, would
require were it the owner of the subject Serviced Loans.

            (d) In the event of the resignation, removal or other termination of
the Master Servicer or any successor Master Servicer hereunder for any reason,
the Trustee or other Person succeeding such resigning, removed or terminated
party as Master Servicer, shall elect, with respect to any Sub-Servicing
Agreement in effect as of the Closing Date (or, if being negotiated as of the
Closing Date, in effect within 90 days thereafter) that still exists at the time
of such termination: (i) to assume the rights and obligations of the Master
Servicer under such Sub-Servicing Agreement and continue the sub-servicing
arrangements thereunder on the same terms (including the obligation to pay the
same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with
such Sub-Servicer on such terms as the Trustee or other successor Master
Servicer and such Sub-Servicer shall mutually agree (it being understood that
such Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer); or (iii) to terminate the Sub-Servicing Agreement if
(but only if) an Event of Default (as defined in such Sub-Servicing Agreement)
has occurred and is continuing, without paying any sub-servicer termination fee,
and in any additional manner provided for in such Sub-Servicing Agreement.

            Notwithstanding any other provisions set forth in this Agreement to
the contrary, (i) the Primary Servicer's rights and obligations under the
Primary Servicing Agreement shall expressly survive a termination of the Master
Servicer's servicing rights under this Agreement; provided that the Primary
Servicing Agreement has not been terminated in accordance with its provisions,
(ii) any successor Master Servicer, including, without limitations, the Trustee
(if it assumes the servicing obligations of the terminated Master Servicer)
shall be deemed to automatically assume and agree to each of the then current
Primary Servicing Agreements without further action upon becoming the successor
Master Servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Primary Servicer under
the Primary Servicing Agreement, without the prior written consent of the
Primary Servicer (which consent shall not be unreasonably withheld).

            The Sub-Servicers as to which Sub-Servicing Agreements are in effect
or being negotiated as of the Closing Date are listed on Exhibit T hereto.

            (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and the Companion Loan Noteholders for the performance of
their respective 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 each alone were servicing and administering the Serviced Loans and/or REO
Properties for which it is responsible.

            (f) In addition, on each Master Servicer Remittance Date, the Master
Servicer shall pay each Broker the related Broker Strip Fee from the Master
Servicing Fee.

            Section 3.24 Representations and Warranties of the Master Servicer.

            (a) The Master Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

            (i) The Master Servicer is a corporation validly existing and in
      good standing under the laws of the State of Delaware, and the Master
      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 Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not violate the Master 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.

            (iii) The Master 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 Master Servicer, enforceable against the
      Master Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, receivership, insolvency, reorganization,
      moratorium and other laws affecting the enforcement of creditors'
      (including bank 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 Master 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 Master Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Master Servicer to perform its obligations under this
      Agreement or the financial condition of the Master Servicer.

            (vi) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened, against the Master Servicer, the outcome
      of which, in the Master Servicer's good faith and reasonable judgment,
      could reasonably be expected to prohibit the Master Servicer from entering
      into this Agreement or materially and adversely affect the ability of the
      Master Servicer to perform its obligations under this Agreement.

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by such Master Servicer, or compliance by such Master Servicer
      with, this Agreement or the consummation of the transactions of such
      Master Servicer contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained or can be
      obtained prior to the actual performance by such Master Servicer of its
      obligations under this Agreement, or which, if not obtained would not have
      a materially adverse effect on the ability of such Master Servicer to
      perform its obligations hereunder.

            (viii) The Master Servicer possesses all insurance required pursuant
      to Section 3.07(c) of this Agreement.

            (b) The representations and warranties of the Master Servicer set
forth in Section 3.24(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

            (c) Any successor Master Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 3.24(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.24(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

            Section 3.25 Representations and Warranties of the Special Servicer.

            (a) The Special Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

            (i) The Special Servicer is a corporation 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 material
      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, the
      outcome of which, in the Special Servicer's good faith and reasonable
      judgment, could reasonably be expected to prohibit the Special Servicer
      from entering into this Agreement or materially and adversely affect the
      ability of the Special Servicer to perform its obligations under this
      Agreement.

            (vii) Any consent, approval, authorization or order of any court or
      governmental agency or body required under federal or state law for the
      execution, delivery and performance by the Special Servicer of or
      compliance by the Special Servicer with this Agreement or the consummation
      of the transactions contemplated by this Agreement has been obtained and
      is effective except where the lack of consent, approval, authorization or
      order would not have a material adverse effect on the performance by the
      Special Servicer under this Agreement.

            (viii) The Special Servicer possesses all insurance required
      pursuant to Section 3.07(c) of this Agreement.

            (b) The representations and warranties of the Special Servicer set
forth in Section 3.25(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

            (c) Any successor Special Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 3.25(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.25(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

            Section 3.26 Certain Matters Regarding the Purchase of the Loan
Group Trust Mortgage Loans.

            If, pursuant to Section 2.03, Section 3.19 and Section 9.01, any
Loan Group Trust Mortgage 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 holder of the
Mortgage Note that was formerly part of the Trust Fund under the related
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.
Thereafter such Mortgage File shall be held by the holder of such purchased
Mortgage Loan, as applicable, or a custodian appointed thereby for the benefit
of the "Note A Lender" and the "Note B Lender" as their interests appear under
the related Co-Lender Agreement. If the related Servicing 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 Loan Groups.

            Section 3.27 Application of Default Charges.

            (a) Any and all Default Charges that are actually collected with
respect to any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool
(excluding any Mortgage Loan that is part of a Loan Group) during any Collection
Period, shall be applied for the following purposes and in the following order,
in each case to the extent of the remaining portion of such Default Charges:

            First, to pay to the Trustee, the Master Servicer or the Special
Servicer, in that order, any interest due and owing to such party on any
outstanding Advances made thereby with respect to the subject Mortgage Loan or
REO Mortgage Loan and reimbursed in the related Collection Period;

            Second, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to the
subject Mortgage Loan or REO Mortgage Loan and that, if paid from a source other
than Default Charges collected with respect to the subject Mortgage Loan, would
constitute Additional Trust Fund Expenses;

            Third, to reimburse the Trust for any interest on Advances paid to
the Trustee, the Master Servicer or the Special Servicer in the preceding twelve
months with respect to the subject Mortgage Loan or REO Mortgage Loan, which
payment was made from a source other than Default Charges and not previously
reimbursed under this clause Third;

            Fourth, to reimburse the Trust for any other Additional Trust Fund
Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout
Fees) paid in the preceding twelve months with respect to the subject Mortgage
Loan or REO Mortgage Loan, which payment was made from a source other than
Default Charges and not previously reimbursed under this clause Fourth; and

            Fifth, to pay any remaining portion of such Default Charges (such
remaining portion, "Net Default Charges") as additional master servicing
compensation to the Master Servicer, to the extent received, if they were
accrued in respect of a Performing Serviced Loan, or as additional special
servicing compensation to the Special Servicer, to the extent received, if they
were accrued in respect of a Specially Serviced Loan or an REO Mortgage Loan, in
each case pursuant to Section 3.11.

            (b) Default Charges applied to reimburse the Trust pursuant to
clauses Third and Fourth, of subsection (a), are intended to be part of the
amounts to be delivered by the Master Servicer to the Trustee pursuant to the
first paragraph of Section 3.04(b) on or before the Master Servicer Remittance
Date next following the Collection Period during which they were received, for
deposit in the Distribution Account, subject to application pursuant to Section
3.05(a) for any items payable out of general collections on the Mortgage Loans
and any REO Properties. Default Charges applied to pay outstanding interest on
Advances to any particular party pursuant to clause First of subsection (a)
shall be applied to pay such party such interest on Advances in such manner that
the interest that accrued first and has been outstanding the longest shall be
paid first. Default Charges applied to pay outstanding expenses pursuant to
clause Second of subsection (a) shall be applied to pay such expenses in the
chronological order in which they were incurred. Default Charges applied to
reimburse the Trust pursuant to clauses Third and Fourth, of subsection (a)
shall be deemed to offset either interest paid on Advances or other Additional
Trust Fund Expenses, depending on which clause is applicable, in the
chronological order in which they were made or incurred, as applicable
(whereupon such interest paid on Advances or such other Additional Trust Fund
Expenses, depending on which clause is applicable, shall thereafter be deemed to
have been paid out of Default Charges).

            (c) Any and all Default Charges that are actually collected with
respect to any Serviced Loan Group or any successor REO Loan with respect
thereto during any Collection Period (as allocable thereto pursuant to the
related loan agreement), shall be applied for the following purposes and in the
following order, in each case to the extent of the remaining portion of such
Default Charges:

            First, to pay to the Trustee, the Master Servicer or the Special
Servicer, in that order, any interest due and owing to such party on any
outstanding Servicing Advances made thereby with respect to such Loan Group or
REO Loan or the related Loan Group Mortgaged Property and reimbursed in the
related Collection Period (to be applied with respect to any particular party in
such manner that the interest that accrued first and has been outstanding the
longest shall be paid first);

            Second, to pay to the Trustee or the Master Servicer, in that order,
any interest due and owing to such party on any outstanding P&I Advances made
thereby with respect to such Loan Group or REO Loan or the related Loan Group
Mortgaged Property and reimbursed in the related Collection Period (to be
applied with respect to any particular party in such manner that the interest
that accrued first and has been outstanding the longest shall be paid first);

            Third, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to such
Loan Group or REO Loan and that, if paid from a source other than such Default
Charges collected with respect to such Loan Group, would constitute Additional
Trust Fund Expenses;

            Fourth, to reimburse the Trust or any Companion Loan Noteholder for
any interest on Advances paid to the Trustee, the Master Servicer or the Special
Servicer in the preceding twelve months with respect to such Loan Group or REO
Loan, which payment was made from a source other than Default Charges and not
previously reimbursed under this clause Fourth or clause Third under Section
3.27(a);

            Fifth, to reimburse the Trust or any Companion Loan Noteholder for
any other Additional Trust Fund Expenses (exclusive of Special Servicing Fees,
Liquidation Fees and Workout Fees) paid in the preceding twelve months with
respect to such Loan Group or REO Loan, which payment was made from a source
other than Default Charges and not previously reimbursed under this clause Fifth
or clause Fourth under Section 3.27(a); and

            Sixth, to pay any remaining portion of such Default Charges (such
remaining portion, "Net Default Charges") as additional master servicing
compensation to the Master Servicer, to the extent received, if they were
accrued with respect to such Companion Loan during a period that it was a
Performing Serviced Loan, or as additional special servicing compensation to the
Special Servicer, to the extent received, if they were accrued with respect to
such Companion Loan during a period that it was a Specially Serviced Loan or an
REO Loan, in each case pursuant to Section 3.11.

            Section 3.28 Limitations on and Authorizations of the Master
Servicer and Special Servicer with Respect to Specific Mortgage Loans.

            (a) With respect to any Mortgage Loans that provide for a "cash
trap" provision whereby excess cash in an account controlled by the lender (i)
is not released to the related Mortgagor and (ii) may, at the lender's
discretion, be applied as a prepayment on the Mortgage Loan, the Master Servicer
shall not apply any of such excess cash as prepayment of the related Mortgage
Loan unless the Special Servicer consents.

            (b) In the event that a Servicing Advance made by the Master
Servicer, the Special Servicer (if applicable) or the Trustee with respect to a
Serviced Loan Group in accordance with this Agreement becomes a Nonrecoverable
Advance, the Master Servicer (on behalf of the Trust Fund) shall seek
reimbursement from the holders of the related Pari Passu Companion Loans
(including, in the case of a holder that is a securitization trust, from general
funds in the related collection account) for such holder's pro rata share (based
on the principal balance of the applicable Pari Passu Companion Loan) of such
Nonrecoverable Advance, but only to the extent such party is liable therefore
under the terms of the related Co-Lender Agreement. To the extent that such
amounts together with amounts from the Pool Custodial Account are insufficient
to cover the whole Nonrecoverable Advance, the Master Servicer shall seek
reimbursement for the full amount of such Nonrecoverable Advance from the
holders of such Pari Passu Companion Loans (including any securitization trust)
to the extent permitted under the related Co-Lender Agreement (including
reimbursement out of general funds in the collection account established in
connection with a securitization trust); provided that, subject to the
provisions of the related Co-Lender Agreement, the allocation of such
reimbursements among all holders of Loans in the related Loan Group (including
any holder that is a securitization trust) shall be as nearly as possible pro
rata (based on the principal balance of the related Loans).

With respect to the Bass Pro Shops Loan, if the Master Servicer receives a
request for disbursement to the related Mortgagor pursuant to Section 3.1 or
Section 3.2 of the Construction Reserve and Security Agreement, as applicable,
the Master Servicer shall (x) review any and all documents, instruments and
certificates delivered to it pursuant to Section 3.1 or Section 3.2 of the
Construction Reserve and Security Agreement, as applicable, in connection with
such request and (y) determine whether all conditions precedent for
disbursements set forth in Section 3.1 or Section 3.2 of the Construction
Reserve and Security Agreement, as applicable, have been satisfied. If the
Master Servicer determines that all conditions precedent for disbursements set
forth in Section 3.1 or Section 3.2 of the Construction Reserve and Security
Agreement, as applicable, have been satisfied, the Master Servicer shall make
disbursements to the related Mortgagor as required under the Construction
Reserve and Security Agreement. If the Master Servicer determines that the
related Mortgagor has failed to satisfy any such conditions precedent, the
Master Servicer shall notify the related Mortgagor, the Special Servicer, the
Controlling Class Directing Holder and the Depositor of such failure within ten
Business Days (in the case of a request for disbursement pursuant to Section 3.1
of the Construction Reserve and Security Agreement) or ten days (in the case of
a request for disbursement pursuant to Section 3.2 of the Construction Reserve
and Security Agreement), in each case, after its receipt of such request for
disbursement, but no later than five Business days prior to the date of the
requested disbursement. In the event that the Master Servicer fails to so notify
the related Mortgagor, the Special Servicer, the Controlling Class Directing
Holder and the Depositor, the Master Servicer shall be deemed to have determined
that all conditions precedent for disbursements set forth in Section 3.1 or
Section 3.2 of the Construction Reserve and Security Agreement, as the case may
be, have been satisfied and shall make such disbursements to the related
Mortgagor as required under the Construction Reserve and Security Agreement.

            Section 3.29 Litigation Control. The Special Servicer, with respect
to the Specially Serviced Loans, and the Master Servicer, with respect to the
Performing Serviced Loans, and where the applicable servicer contemplates
availing itself of indemnification as provided for under Section 6.03 of this
Agreement, the Special Servicer and the Master Servicer shall, for the benefit
of the Certificateholders, have the right to direct, manage, prosecute, defend
and/or settle any and all claims and litigation relating to (a) the enforcement
of the obligations of a Mortgagor under the related Loan documents and (b) any
action brought against the Trust, the Trustee, the Master Servicer or the
Special Servicer with respect to any Mortgage Loan (the foregoing rights and
obligations, "Litigation Control"). Such Litigation Control shall be carried out
in accordance with the terms of this Agreement, including, without limitation,
the Servicing Standard. Upon becoming aware of or being named in any claim or
litigation that falls within the scope of Litigation Control, the Master
Servicer shall immediately notify the Directing Holder of such claim or
litigation. In addition, the Master Servicer shall prepare and submit a monthly
status report regarding any Litigation Control matter to the Directing Holder.

            Notwithstanding the foregoing as applicable, each of the Special
Servicer and the Master Servicer, shall consult with and keep the Directing
Holder advised of any material development, including, without limitation, (i)
any material decision concerning Litigation Control and the implementation
thereof and (ii) any decision to agree to or propose any terms of settlement,
and shall submit any such development or decision to the Controlling Class
Directing Holder for its approval or consent. Subject to the second to last
paragraph of this Section 3.29 the Special Servicer or the Master Servicer, as
the case may be, shall not take any action implementing any such material
development or decision described in the preceding sentence unless and until it
has notified the Directing Holder in writing and the Directing Holder has not
objected in writing within five (5) Business Days of having been notified
thereof and having been provided with all information that the Directing Holder
has reasonably requested with respect thereto (it being understood and agreed
that if such written objection or request for information has not been received
by the Special Servicer or the Master Servicer, as the case may be, within such
5 Business Day period, then the Directing Holder shall be deemed to have
approved the taking of such action); provided, that, in the event that the
Special Servicer or the Master Servicer, as the case may be, determines that
immediate action is necessary to protect the interests of the Certificateholders
and, in the case of a Loan Group, the related holder of the Companion Loan, the
Special Servicer or the Master Servicer, as the case may be, may take such
action without waiting for the Directing Holder's response; provided that the
Special Servicer or the Master Servicer, as the case may be, has confirmation
that the Directing Holder received notice of such action in writing.

            Notwithstanding anything contained herein to the contrary, with
respect to any Litigation Control otherwise required to be exercised hereunder
by the Master Servicer relating to a Mortgage Loan that has either (i) been
satisfied or paid in full, or (ii) as to which a Final Recovery Determination
has been made, after receiving the required notice from the Master Servicer set
forth above acknowledging that it became aware of or was named in the subject
claim or litigation, the Directing Holder may direct in writing that such
Litigation Control nevertheless be exercised by the Special Servicer, provided,
however, that the Special Servicer (with the consent of the Directing Holder)
has determined and advised the Master Servicer that its actions with respect to
such obligations are indemnifiable under Section 6.03 hereof, and accordingly,
any loss, liability or expense (including legal fees and expenses incurred up
until such date of transfer of Litigation Control to the Special Servicer)
arising from the related legal action or claim underlying such Litigation
Control and not otherwise paid to the Master Servicer pursuant to Section 6.03
shall be payable by the Trust.

            Notwithstanding the foregoing, no advice, direction or objection
given or made, or consent withheld, by the Directing Holder shall (i) require or
cause the Special Servicer or the Master Servicer, to violate any applicable
law, the terms of any Mortgage Loan or any related intercreditor, co lender or
similar agreement, any provision of this Agreement, including the Special
Servicer's or the Master Servicer's obligation to act in accordance with the
Servicing Standard or the Loan documents for any Mortgage Loan, (ii) result in
an Adverse REMIC Event with respect to either the Upper Tier REMIC or the Lower
Tier REMIC or result in an Adverse Grantor Trust Event or have adverse tax
consequences for the Trust Fund, (iii) expose any of the Mortgage Loan Sellers,
the Depositor, the Master Servicer, the Special Servicer, the Trust Fund, the
Trustee, any holder of a Companion Loan, or any of their respective Affiliates,
officers, directors, shareholders, partners, members, managers, employees or
agents to any claim, suit, or liability for which this Agreement does not
provide indemnification to such party or expose any such party to prosecution
for a criminal offense, or (iv) materially expand the scope of the Special
Servicer's or the Master Servicer's, as applicable, responsibilities under this
Agreement, and neither the Special Servicer nor the Master Servicer shall follow
any such advice, direction, or objection if given by the Controlling Class
Representative or initiate any such actions.

            Notwithstanding the foregoing, (a) in the event that any action,
suit, litigation or proceeding names the Trustee in its individual capacity, or
in the event that any judgment is rendered against the Trustee in its individual
capacity, the Trustee, upon prior written notice to the Master 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 Master Servicer or the Special Servicer, as applicable, shall
retain the right to manage and direct any such action, suit, litigation or
proceeding; (b) in the event 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 Loan documents, neither the
Master Servicer nor the Special Servicer shall, without the prior written
consent of the Trustee, (i) initiate any action, suit, litigation or proceeding
in the name of the Trustee, whether in such capacity or individually, (ii)
engage counsel to represent the Trustee, or (iii) prepare, execute or deliver
any government filings, forms, permits, registrations or other documents or take
any other similar action with the intent to cause, and that actually causes, the
Trustee to be registered to do business in any state; and (c) in the event that
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 proceeding on its own behalf in order to protect and represent its
interest, whether as Trustee or individually; provided that the Master Servicer
or the Special Servicer, as applicable, shall retain the right to manage and
direct any such action, suit, litigation or proceeding.

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS 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 be deemed to
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(h) with respect to each class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions of the Available
Distribution Amount 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) concurrently, (A) from that portion of the Sub-Pool 1 Available
      Distribution Amount, to the Class A-1, Class A-2, Class A-3, Class A-AB
      and Class A-4 Certificates, pro rata (based upon their respective
      entitlements to interest for such Distribution Date) up to an amount equal
      to all Distributable Certificate Interest for each such Class for such
      Distribution Date, and to the extent not previously paid, for all prior
      Distribution Dates, (B) from that portion of the Sub-Pool 2 Available
      Distribution Amount, to the Class A-1-A Certificates, up to an amount
      equal to all Distributable Certificate Interest for such Class for such
      Distribution Date, and to the extent not previously paid, for all prior
      Distribution Dates and (C) from the entire Available Distribution Amount,
      to the Class X Certificates, up to an amount equal to all Distributable
      Certificate Interest for each such Class for such Distribution Date, and
      to the extent not previously paid, for all prior Distribution Dates;
      provided, however, that if the Available Distribution Amount for any
      Distribution Date (or the portion thereof attributable to any Sub-Pool) is
      insufficient to pay in full an amount equal to all Distributable
      Certificate Interest for each such Class, as provided above, on such
      Distribution Date, then the entire Available Distribution Amount shall be
      applied to make distributions of interest to the Class A-1, Class A-2,
      Class A-3, Class A-AB, Class A-4, Class A-1-A and Class X Certificates of,
      up to, and pro rata as among such Classes in accordance with, the
      respective Distributable Certificate Interest in respect of such Classes
      of Certificates for such Distribution Date;

            (ii) (A) prior to the Cross-Over Date,

            (1)   to distributions of principal to the Holders of the Class A-AB
                  Certificates, in an amount (not to exceed the amount necessary
                  to reduce the Class Principal Balance of the Class A-AB
                  Certificates to the Class A-AB Planned Principal Balance for
                  such Distribution Date) equal to the entire Sub-Pool 1
                  Principal Distribution Amount for such Distribution Date and,
                  after the Class Principal Balance of the Class A-1-A
                  Certificates has been reduced to zero, the entire Sub-Pool 2
                  Principal Distribution Amount remaining after making any
                  distributions required pursuant to clause (7) below on such
                  Distribution Date;

            (2)   after the Class Principal Balance of the Class A-AB
                  Certificates has been reduced to the Class A-AB Planned
                  Principal Balance, to distributions of principal to the
                  Holders of the Class A-1 Certificates, in an amount (not to
                  exceed the Class Principal Balance of the Class A-1
                  Certificates outstanding immediately prior to such
                  Distribution Date) equal to the entire Sub-Pool 1 Principal
                  Distribution Amount and, after the Class Principal Balance of
                  the Class A-1-A Certificates has been reduced to zero, the
                  entire Sub-Pool 2 Principal Distribution Amount for such
                  Distribution Date remaining after making any distributions
                  required pursuant to clause (7) below on such Distribution
                  Date, less any portion thereof distributed on such
                  Distribution Date to the Holders of the Class A-AB
                  Certificates pursuant to clause (1) above;

            (3)   after the Class Principal Balance of the Class A-AB
                  Certificates has been reduced to the Class A-AB Planned
                  Principal Balance for such Distribution Date and after the
                  Class Principal Balance of the Class A-1 Certificates has been
                  reduced to zero, to distributions of principal to the Holders
                  of the Class A-2 Certificates, in an amount (not to exceed the
                  Class Principal Balance of the Class A-2 Certificates
                  outstanding immediately prior to such Distribution Date) equal
                  to the entire Sub-Pool 1 Principal Distribution Amount and,
                  after the Class Principal Balance of the Class A-1-A
                  Certificates has been reduced to zero, the entire Sub-Pool 2
                  Principal Distribution Amount for such Distribution Date
                  remaining after making any distributions required pursuant to
                  clause (7) below on such Distribution Date (in each case, net
                  of any portion thereof distributed on such Distribution Date
                  to the Holders of the Class A-AB Certificates and the Class
                  A-1 Certificates pursuant to clauses (1) and (2) above);

            (4)   after the Class Principal Balance of the Class A-AB
                  Certificates has been reduced to the Class A-AB Planned
                  Principal Balance for such Distribution Date and after the
                  Class Principal Balances of each of the Class A-1 and Class
                  A-2 Certificates have been reduced to zero, to distributions
                  of principal to the Holders of the Class A-3 Certificates, in
                  an amount (not to exceed the Class Principal Balance of the
                  Class A-3 Certificates outstanding immediately prior to such
                  Distribution Date) equal to the entire Sub-Pool 1 Principal
                  Distribution Amount and, after the Class Principal Balance of
                  the Class A-1-A Certificates has been reduced to zero, the
                  entire Sub-Pool 2 Principal Distribution Amount for such
                  Distribution Date remaining after making any distributions
                  required pursuant to clause (7) below on such Distribution
                  Date (in each case, net of any portion thereof distributed on
                  such Distribution Date to the Holders of the Class A-AB, Class
                  A-1 and Class A-2 Certificates pursuant to clauses (1), (2)
                  and (3) above);

            (5)   after the Class Principal Balance of the Class A-AB
                  Certificates has been reduced to the Class A-AB Planned
                  Principal Balance for such Distribution Date and after the
                  Class Principal Balances of each of the Class A-1, Class A-2
                  and Class A-3 Certificates have been reduced to zero, to
                  distributions of principal to the Holders of the Class A-AB
                  Certificates, in an amount (not to exceed the Class Principal
                  Balance of the Class A-AB Certificates outstanding immediately
                  prior to such Distribution Date) equal to the entire Sub-Pool
                  1 Principal Distribution Amount and, after the Class Principal
                  Balance of the Class A-1-A Certificates has been reduced to
                  zero, the entire Sub-Pool 2 Principal Distribution Amount for
                  such Distribution Date remaining after making any
                  distributions required pursuant to clause (7) below on such
                  Distribution Date (in each case, net of any portion thereof
                  distributed on such Distribution Date to the Holders of the
                  Class A-AB, Class A-1, Class A-2 and Class A-3 Certificates
                  pursuant to clauses (1), (2), (3) and (4) above);

            (6)   after the Class Principal Balances of the Class A-1, Class
                  A-2, Class A-3 and Class A-AB Certificates have been reduced
                  to zero, to distributions of principal to the holders of the
                  Class A-4 Certificates, in an amount (not to exceed the Class
                  Principal Balance of the Class A-4 Certificates outstanding
                  immediately prior to such Distribution Date) equal to the
                  entire Sub-Pool 1 Principal Distribution Amount and, after the
                  Class Principal Balance of the Class A-1-A Certificates has
                  been reduced to zero, the entire Sub-Pool 2 Principal
                  Distribution Amount for such Distribution Date remaining after
                  making any distributions required pursuant to clause (7) below
                  on such Distribution Date (in each case, net of any portion
                  thereof distributed on such Distribution Date to the Holders
                  of the Class A-AB, Class A-1, Class A-2 and Class A-3
                  Certificates pursuant to clauses (1), (2), (3), (4) and (5)
                  above;

            (7)   to distributions of principal to the Holders of the Class
                  A-1-A Certificates, in an amount (not to exceed the Class
                  Principal Balance of the Class A-1-A Certificates outstanding
                  immediately prior to such Distribution Date) equal to the
                  entire Sub-Pool 2 Principal Distribution Amount and, after the
                  Class Principal Balances of the Class A-1, Class A-2, Class
                  A-3, Class A-AB and Class A-4 Certificates have been reduced
                  to zero, the entire Sub-Pool 1 Principal Distribution Amount
                  for such Distribution Date remaining after making any
                  distributions required pursuant to clauses (1), (2), (3), (4),
                  (5) and (6) above on such Distribution Date; and

                  (B) on or after the Cross-Over Date, to distributions of
            principal to the Holders of the Class A-1, Class A-2, Class A-3,
            Class A-AB, Class A-4 and Class A-1-A Certificates, pro rata, (based
            upon their respective outstanding Class Principal Balances) in an
            amount (not to exceed the aggregate Class Principal Balances of the
            Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class
            A-1-A Certificates outstanding immediately prior to such
            Distribution Date) equal to the Adjusted Principal Distribution
            Amount for such Distribution Date until their respective outstanding
            Class Principal Balances have been reduced to zero;

            (iii) to distributions 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-1-A Certificates,
      pro rata, as among such Classes, in accordance with, in an amount equal
      to, and in reimbursement of, all Realized Losses and Additional Trust Fund
      Expenses, if any, previously allocated to each such Class of Certificates
      and not previously reimbursed;

            (iv) to distributions of interest to the Holders of the Class A-M
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (v) after the Class Principal Balances 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-1-A
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class A-M Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class A-M Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Certificates pursuant to any prior clause of this
      Section 4.01(a));

            (vi) to distributions to the Holders of the Class A-M Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      A-M Certificates and not previously reimbursed;

            (vii) to distributions of interest to the Holders of the Class A-J
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (viii) after the Class Principal Balance of the Class A-M
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class A-J Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class A-J Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holder of any Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (ix) to make distributions to the Holders of the Class A-J
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (x) to distributions of interest to the Holders of the Class B
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xi) after the Class Principal Balance of the Class A-J Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class B Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class B Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xii) to make distributions to the Holders of the Class B
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xiii) to make distributions of interest to the Holders of the Class
      C Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xiv) after the Class Principal Balance of the Class B Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class C Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xv) to make distributions to the Holders of the Class C
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xvi) to make distributions of interest to the Holders of the Class
      D Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xvii) after the Class Principal Balance of the Class C Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class D Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xviii) to make distributions to the Holders of the Class D
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xix) to make distributions of interest to the Holders of the Class
      E Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xx) after the Class Principal Balance of the Class D Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class E Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxi) to make distributions to the Holders of the Class E
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxii) to make distributions of interest to the Holders of the Class
      F Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xxiii) after the Class Principal Balance of the Class E
      Certificates has been reduced to zero, to make distributions of principal
      to the Holders of the Class F Certificates, up to an amount (not to exceed
      the Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxiv) to make distributions to the Holders of the Class F
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxv) to make distributions of interest to the Holders of the Class
      G Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xxvi) after the Class Principal Balance of the Class F Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class G Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(b));

            (xxvii) to make distributions to the Holders of the Class G
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxviii) to make distributions of interest to the Holders of the
      Class H Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any;

            (xxix) after the Class Principal Balance of the Class G Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class H Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxx) to make distributions to the Holders of the Class H
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxxi) to make distributions of interest to the Holders of the Class
      J Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xxxii) after the Class Principal Balance of the Class H
      Certificates has been reduced to zero, to make distributions of principal
      to the Holders of the Class J Certificates, up to an amount (not to exceed
      the Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxxiii) to make distributions to the Holders of the Class J
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxxiv) to make distributions of interest to the Holders of the
      Class K Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any;

            (xxxv) after the Class Principal Balance of the Class J Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class K Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxxvi) to make distributions to the Holders of the Class K
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxxvii) to make distributions of interest to the Holders of the
      Class L Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any;

            (xxxviii) after the Class Principal Balance of the Class K
      Certificates has been reduced to zero, to make distributions of principal
      to the Holders of the Class L Certificates, up to an amount (not to exceed
      the Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxxix) to make distributions to the Holders of the Class L
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xl) to make distributions of interest to the Holders of the Class M
      Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xli) after the Class Principal Balance of the Class L Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class M Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(b));

            (xlii) to make distributions to the Holders of the Class M
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xliii) to make distributions of interest to the Holders of the
      Class N Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any;

            (xliv) after the Class Principal Balance of the Class M Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class N Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xlv) to make distributions to the Holders of the Class N
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xlvi) to make distributions of interest to the Holders of the Class
      O Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xlvii) after the Class Principal Balance of the Class N
      Certificates has been reduced to zero, to make distributions of principal
      to the Holders of the Class O Certificates, up to an amount (not to exceed
      the Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xlviii) to make distributions to the Holders of the Class O
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xlix) to make distributions of interest to the Holders of the Class
      P Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (l) after the Class Principal Balance of the Class O Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class P Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (li) to make distributions to the Holders of the Class P
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (lii) to make distributions of interest to the Holders of the Class
      Q Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (liii) after the Class Principal Balance of the Class P Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class Q Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (liv) to make distributions to the Holders of the Class Q
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (lv) to make distributions of interest to the Holders of the Class S
      Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (lvi) after the Class Principal Balance of the Class Q Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class S Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (lvii) to make distributions to the Holders of the Class S
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (lviii) to the Holders of the Class R-II Certificates, the amount,
      if any, of the Available Distribution Amount remaining in the Upper-Tier
      Distribution Account with respect to such Distribution Date.

            (b) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent Net
Prepayment Consideration actually collected on Mortgage Loans or REO Mortgage
Loans during the related Collection Period and remitted in respect of the
Uncertificated Lower-Tier Interests pursuant to Section 4.01(j), and shall
distribute such amounts to the Holders of each of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1-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 entitled to distributions of principal pursuant to Section 4.01(a)
on such Distribution Date, up to an amount equal to, and pro rata based on, the
respective Prepayment Consideration Entitlements for such Classes of
Certificates for such Distribution Date.

            Any Net Prepayment Consideration not otherwise distributed in
respect of the Principal Balance Certificates pursuant to the foregoing
paragraph of this Section 4.01(b) shall be distributed to the Holders of the
Class X Certificates.

            (c) All distributions made with respect to each Class of
Certificates 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 provided below, 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 (or, in the case of the initial Distribution Date, on) 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, in the case of
a Principal Balance Certificate, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Certificate pursuant to Section 4.04(a)) will be made in a
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. Prior to any
termination of the Trust Fund pursuant to Section 9.01, any distribution that is
to be made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Certificateholder that surrendered such Certificate as such
address last appeared in the Certificate Register or to any other address of
which the Trustee was subsequently notified in writing. If such check is
returned to the Trustee, then the Trustee, directly or through an agent, shall
take such reasonable steps to contact the related Holder and deliver such check
as it shall deem appropriate. Any funds in respect of a check returned to the
Trustee shall be set aside by the Trustee and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If the Trustee has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Trustee shall, subject to applicable law,
distribute the unclaimed funds to the Class R-II Certificateholders.

            (d) 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 related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

            (e) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund with respect to the Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates with respect to amounts properly
previously distributed on the Certificates.

            (f) Except as otherwise provided in Section 9.01, whenever the
Trustee receives written notification of or expects that the final distribution
with respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be
made on the next Distribution Date, the Trustee shall, no later than the second
Business Day prior to such Distribution Date, mail to each Holder of record of
such Class of Certificates on such date 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 office of the
      Certificate Registrar or at such other location therein specified, and

            (ii) no interest shall accrue on such Certificates from and after
      the end of the Interest Accrual Period for 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(f) 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, then 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 non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(f) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Class R-II Certificateholders all
unclaimed funds and other assets which remain subject thereto.

            (g) 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 consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

            (h) During each Interest Accrual Period, each Uncertificated
Lower-Tier Interest shall accrue interest in an amount equal to the product of
the Uncertificated Principal Balance 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 Distributable Certificate
Interest for such Distribution Date (and, to the extent not previously paid, for
all prior Distribution Dates, if any) in respect of its Corresponding
Certificate, in each case allocable among the Corresponding Uncertificated
Lower-Tier Interests, pro rata (except as set forth below), and the portion of
the Distributable Certificate Interest for such Distribution Date (and, to the
extent not previously paid, for all prior Distribution Dates, if any) of the
Class X Certificates that is attributable to such Uncertificated Lower-Tier
Interest, in each case to the extent actually distributable thereon as provided
in Section 4.01(a).

            All distributions made in respect of any Class of Principal Balance
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC in respect of its Corresponding Uncertificated Lower-Tier
Interest set forth in the Preliminary Statement hereto.

            All distributions made in respect of the Class X Certificates on
each Distribution Date pursuant to Section 4.01(a) or Section 9.01 shall be
deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of the Uncertificated Lower-Tier Interests, pro
rata, based on the interest accrued on such Uncertificated Lower-Tier Interest
at the excess of the Weighted Average Net Mortgage Rate over the Pass-Through
Rate for the Corresponding Certificates. All distributions of reimbursements of
Realized Losses and Additional Trust Fund Expenses made in respect of any Class
of Principal Balance 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 Corresponding Uncertificated
Lower-Tier Interests set forth in the Preliminary Statement hereto; provided,
however, that distributions of reimbursements of Realized Losses and Additional
Trust Fund Expenses shall be made in reverse sequential order of the priority
set forth in this Section 4.01(h) for principal distributions, up to the amount
of Realized Losses and Additional Trust Fund Expenses previously allocated to a
particular Class of Uncertificated Lower-Tier Interests.

            (i) On each Distribution Date, the Trustee shall withdraw from the
Lower-Tier Distribution Account an aggregate amount equal to all Net Prepayment
Consideration actually collected on the Mortgage Loans or any REO Mortgage Loans
during the related Collection Period and shall distribute such amount in respect
of the Class LA-1 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 Interest has been paid in full).

            (j) Any amount that remains in the Lower-Tier Distribution Account
on each Distribution Date after distribution of the Lower-Tier Distribution
Amount and any Net Prepayment Consideration, shall be distributed to the Holders
of the Class R-I Certificates.

            (k) On each Distribution Date, the Trustee shall withdraw from the
Class V Sub-Account any amounts that represent Post-ARD Additional Interest
Received with respect to the ARD Loan and any successor REO Mortgage Loan with
respect to the ARD Loan during the related Collection Period and shall
distribute such amounts to the Holders of the Class V Certificates.

            Section 4.02 Statements to Certificateholders; CMSA Loan Periodic
Update File.

            (a) On each Distribution Date, the Trustee shall provide or make
available electronically to the Depositor, the Underwriters, the Master
Servicer, the Special Servicer, the Controlling Class Directing Holder, each
Rating Agency, the Holders of each Class of Certificates and, upon their written
request to the Trustee, any Certificate Owners of the Book-Entry Certificates as
may be identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), which shall also include the CMSA Bond Level File and the CMSA
Collateral Summary File, based on information provided to it by the Master
Servicer and/or the Special Servicer, setting forth, without limitation:

            (i) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Principal Balance Certificates in reduction of
      the Class Principal Balance thereof;

            (ii) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Interest Certificates allocable to
      Distributable Certificate Interest;

            (iii) the amount of the distribution on such Distribution Date to
      the Holders of each Class of Regular Interest Certificates allocable to
      Prepayment Premiums and Yield Maintenance Charges, respectively;

            (iv) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Principal Balance Certificates in reimbursement
      of previously allocated Realized Losses and Additional Trust Fund
      Expenses;

            (v) the total payments and other collections Received by the Trust
      during the related Collection Period, the fees and expenses paid therefrom
      (with an identification of the party receiving such fees and expenses) and
      if known, the general purpose of such fees and expenses and the Available
      Distribution Amount, Sub-Pool 1 Available Distribution Amount and Sub-Pool
      2 Available Distribution Amount for such Distribution Date;

            (vi) the aggregate amount of P&I Advances made in respect of the
      Mortgage Pool for the prior Distribution Date pursuant to Section 4.03(a)
      and/or Section 4.03A(a);

            (vii) (A) the aggregate amount of unreimbursed P&I Advances that had
      been outstanding with respect to the Mortgage Pool at the close of
      business on the related Determination Date and the aggregate amount of any
      interest accrued and payable to the Master Servicer or the Trustee in
      respect of such unreimbursed P&I Advances in accordance with Section
      4.03(d) or 4.03A(d) as of the close of business on such Determination Date
      and (B) the aggregate amount of unreimbursed Servicing Advances that had
      been outstanding with respect to the Mortgage Pool as of the close of
      business on the related Determination Date and the aggregate amount of
      interest accrued and payable to the Master Servicer, the Special Servicer
      or the Trustee in respect of such unreimbursed Servicing Advances in
      accordance with Section 3.12(b) as of the close of business on such
      related Determination Date;

            (viii) the aggregate unpaid principal balance of the Mortgage Pool
      outstanding as of the close of business on the related Determination Date
      and the aggregate Stated Principal Balance of the Mortgage Pool
      outstanding immediately before and immediately after such Distribution
      Date;

            (ix) the number, aggregate unpaid principal balance, weighted
      average remaining term to maturity and weighted average Mortgage Rate
      (excluding, if applicable, the portion thereof comprised of the Additional
      Interest Rate following the related Anticipated Repayment Date) of the
      Mortgage Loans (other than REO Loans) as of the close of business on the
      related Determination Date;

            (x) the number, aggregate unpaid principal balance (as of the close
      of business on the related Determination Date and aggregate Stated
      Principal Balance (immediately after such Distribution Date) of Mortgage
      Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C)
      delinquent 90 or more days, (D) as to which foreclosure proceedings have
      been commenced, and (E) as to which, to the knowledge of the Master
      Servicer or the Special Servicer, as applicable, bankruptcy proceedings
      have commenced in respect of the related Mortgagor;

            (xi) as to each Mortgage Loan referred to in the preceding clause
      (x) above, (A) the loan number thereof, (B) the Stated Principal Balance
      thereof immediately following such Distribution Date and (C) whether the
      delinquency is in respect of its Balloon Payment;

            (xii) with respect to any Mortgage Loan as to which a Liquidation
      Event occurred during the related Collection Period (other than a payment
      in full), (A) the loan number thereof, (B) the nature of the Liquidation
      Event and, in the case of a Final Recovery Determination, a brief
      description of the basis for such Final Recovery Determination, (C) 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 (D) the
      amount of any Realized Loss in connection with such Liquidation Event;

            (xiii) with respect to any Mortgage Loan that was the subject of any
      material modification, extension or waiver during the related Collection
      Period, (A) the loan number thereof, (B) the unpaid principal balance
      thereof and (C) a brief description of such modification, extension or
      waiver, as the case may be;

            (xiv) with respect to any Mortgage Loan as to which an uncured and
      unresolved Material Breach or Material Document Defect is alleged to
      exist, (A) the loan number thereof, (B) the unpaid principal balance
      thereof, (C) a brief description of such Material Breach or Material
      Document Defect, as the case may be, and (D) the status of such Material
      Breach or Material Document Defect, as the case may be, including any
      actions known to the Trustee that are being taken by or on behalf of the
      related Mortgage Loan Seller with respect thereto;

            (xv) with respect to any REO Property that was included in the Trust
      Fund as of the close of business on the related Determination Date, the
      loan number of the related Mortgage Loan, the book value of such REO
      Property and the amount of REO Revenues and other amounts, if any,
      received with respect to such REO Property during the related Collection
      Period (separately identifying the portion thereof allocable to
      distributions on the Certificates) and, if available, the Appraised Value
      of such REO Property as expressed in the most recent appraisal thereof and
      the date of such appraisal;

            (xvi) with respect to any Mortgage Loan as to which the related
      Mortgaged Property became an REO Property during the related Collection
      Period, the loan number of such Mortgage Loan and the Stated Principal
      Balance of such Mortgage Loan as of the related Acquisition Date;

            (xvii) with respect to any REO Property included in the Trust Fund
      as to which a Final Recovery Determination was made during the related
      Collection Period, (A) the loan number of the related Mortgage Loan, (B) a
      brief description of the basis for the Final Recovery Determination, (C)
      the aggregate of all Liquidation Proceeds and other amounts received with
      respect to such REO Property during the related Collection Period
      (separately identifying the portion thereof allocable to distributions on
      the Certificates), (D) the amount of any Realized Loss in respect of the
      related REO Loan in connection with such Final Recovery Determination and
      (E), if available, the Appraised Value of such REO Property as expressed
      in the most recent appraisal thereof and the date of such appraisal;

            (xviii) the Distributable Certificate Interest and Accrued
      Certificate Interest in respect of each Class of Regular Interest
      Certificates for such Distribution Date or the related Interest Accrual
      Period, as applicable;

            (xix) any unpaid Distributable Certificate Interest in respect of
      each Class of Regular Interest Certificates after giving effect to the
      distributions made on such Distribution Date, and if the full amount of
      the Principal Distribution Amount was not distributed on such Distribution
      Date, the portion of the shortfall affecting each Class of Principal
      Balance Certificates;

            (xx) the Pass-Through Rate for each Class of Regular Interest
      Certificates for such Distribution Date;

            (xxi) the Principal Distribution Amount for such Distribution Date
      (and, in the case of any Principal Prepayment or other unscheduled
      collection of principal received during the related Collection Period, the
      loan number for the related Mortgage Loan and the amount of such
      prepayment or other collection of principal);

            (xxii) the aggregate of all Realized Losses incurred during the
      related Collection Period and from the Closing Date and all Additional
      Trust Fund Expenses (with a description thereof) incurred during the
      related Collection Period and from the Closing Date;

            (xxiii) the aggregate of all Realized Losses and Additional Trust
      Fund Expenses that remain unallocated immediately following such
      Distribution Date;

            (xxiv) the Class Principal Balance of each Class of Principal
      Balance Certificates and the Notional Amount of the Class X Certificates,
      outstanding immediately before and immediately after such Distribution
      Date, separately identifying any reduction therein due to the allocation
      of Realized Losses and Additional Trust Fund Expenses on such Distribution
      Date;

            (xxv) the Certificate Factor for each Class of Regular Interest
      Certificates immediately following such Distribution Date;

            (xxvi) the aggregate amount of any interest on Advances in respect
      of the Mortgage Pool paid to the Master Servicer, the Special Servicer and
      the Trustee during the related Collection Period in accordance with
      Section 3.12(b), Section 4.03(d) and/or Section 4.03A(d);

            (xxvii) (A) the loan number for each Required Appraisal Loan and any
      related Appraisal Reduction Amount (including an itemized calculation
      thereof) as of the related Determination Date and (B) the aggregate
      Appraisal Reduction Amount for all Required Appraisal Loans as of the
      related Determination Date;

            (xxviii) on a cumulative basis from the Cut-off Date, the number,
      aggregate Stated Principal Balance immediately after such Distribution
      Date (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date
      Balance (in the case of subclauses (C) and (D)), weighted average
      extension period (except in the case of subclause (B) and which shall be
      zero in the case of subclause (C)), and weighted average anticipated
      extension period (in the case of subclause (B)) of Mortgage Loans (A) as
      to which the maturity dates have been extended, (B) as to which the
      maturity dates are in the process of being extended, (C) that have paid
      off and were never extended, (D) as to which the maturity dates had
      previously been extended and have paid off and (E) as to which the
      maturity dates had been previously extended and are in the process of
      being further extended;

            (xxix) the original and then current credit support levels for each
      Class of Regular Interest Certificates;

            (xxx) the original and then current ratings, if any, for each Class
      of Regular Interest Certificates;

            (xxxi) the aggregate amount of Prepayment Premiums and Yield
      Maintenance Charges collected (A) during the related Collection Period and
      (B) since the Closing Date;

            (xxxii) (A) the aggregate amount of servicing compensation in
      respect of the Mortgage Pool (separately identifying the amount of each
      category of compensation) paid to the Master Servicer, the Special
      Servicer and, if payable directly out of the Trust Fund without a
      reduction in the servicing compensation otherwise payable to the Master
      Servicer or the Special Servicer, to each Sub-Servicer, during the related
      Collection Period, and (B) such other information as the Trustee is
      required by the Code or other applicable law to furnish to enable
      Certificateholders to prepare their tax returns;

            (xxxiii) the amounts, if any, actually distributed with respect to
      the Class R-I and Class R-II Certificates on such Distribution Date; and

            (xxxiv) 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 Distribution Date Statement without undue difficulty.

            In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (vi) through (xvii), (xxi),
(xxii), (xxvi), (xxvii), (xxviii), (xxxi) and (xxxii) above, insofar as the
underlying information is solely within the control of the Special Servicer or
the Master Servicer, the Trustee may, absent manifest error, conclusively rely
on the reports to be provided by the Special Servicer or the Master Servicer.

            The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depository. The Trustee shall make available each month,
to Certificateholders, Certificate Owners, the Underwriters, the Rating
Agencies, the Controlling Class Directing Holder, any party hereto or any Person
identified by any Certificateholder or Certificate Owner as a prospective
transferee, via the Trustee's internet website, all Certificateholder Reports
and any additional files containing substantially similar information in an
alternative format and, with the consent or at the direction of the Depositor,
such other information regarding the Certificates and/or the Mortgage Loans as
the Trustee may have in its possession. The Trustee will make no representations
or warranties as to the accuracy or completeness of such documents and will
assume no responsibility therefor.

            The Trustee's internet website shall initially be located at
"www.etrustee.net" or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the other parties hereto, the Controlling Class Directing
Holder (if any), the Certificateholders and the Rating Agencies. In connection
with providing access to the Trustee's internet website, the Trustee may require
the acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.

            The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Directing Holder, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports in its
possession, on its internet website. The Master Servicer will make no
representations or warranties as to the accuracy or completeness of any report
not prepared by it and will assume no responsibility for any information for
which it is not the original source.

            The Master Servicer's internet website shall initially be located at
"www.midlandls.com" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Directing Holder (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require,
without limitation, the acceptance of a disclaimer, registration and a
confidentiality agreement. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate Owners in
accordance with this Agreement.

            Absent manifest error of which it has actual knowledge, none of the
Master 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), any Mortgage
Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None
of the Trustee, the Master Servicer or the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor, any Mortgage Loan Seller, a third party or each other.

            Within a reasonable period of time after the end of each calendar
year the Trustee shall send to each Person who at any time during the calendar
year was a Certificateholder of record, a report summarizing on an annual basis
(if appropriate) the items relating to distributions of interest (including
Prepayment Premiums and Yield Maintenance Charges) and principal to
Certificateholders during such calendar year set forth in the Distribution Date
Statements and such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force.

            Upon receipt of notice from the Depositor that the Underwriters have
sold the Non-Registered Certificates to unaffiliated third parties, the Trustee
shall make available electronically or, if so requested, forward by hard copy,
on each Distribution Date, to (i) the Trepp Group (at 477 Madison Avenue, 18th
Floor, New York, New York 10022 or such other address as the Trepp Group may
designate), (ii) Intex Solutions, Inc. (at 35 Highland Circle, Needham,
Massachusetts 02194, or such other address as Intex Solutions, Inc. may
hereafter designate), and (iii) any other similar third party information
provider, a copy of the reports made available to the Holders of the
Certificates on such Distribution Date as described above.

            Upon written request of the Depositor or any Underwriter, without
payment of any fee, and upon written request of any Certificateholders or any
other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02(a) electronically to such party (such
electronic distribution and such statements, reports, and/or information thereon
to bear such appropriate disclaimers and qualifications as the Depositor and the
Trustee shall determine in their reasonable discretion).

            If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

            The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02(a) to the extent it
receives, in the format required by this Agreement, the necessary underlying
information from the Master Servicer or the Special Servicer, as applicable, and
shall not be liable for any failure to deliver any thereof on the prescribed due
dates, to the extent caused by failure to receive timely such underlying
information. Nothing herein shall obligate the Trustee, the Master Servicer or
the Special Servicer to violate any applicable law prohibiting disclosure of
information with respect to any Mortgagor and the failure of the Trustee, Master
Servicer or the Special Servicer to disseminate information for such reason
shall not be a breach hereof.

            The information to be furnished by the Trustee to the
Certificateholders pursuant to Sections 4.02(a) and (b) shall not limit the
Trustee in furnishing any such information to other Persons to whom it
determines such disclosure to be appropriate and shall not limit the Trustee in
furnishing to Certificateholders or to any Person any other information with
respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may
be provided to it by the Depositor, the Master Servicer or the Special Servicer
or gathered by it in any investigation or other manner from time to time (such
information, other than as described in Sections 4.02(a) and (b), is referred to
herein as "Additional Information") as it may reasonably deem necessary or
appropriate from time to time, provided that (A) the Trustee shall give the
Depositor three Business Days' advance notice before doing so, (B) any such
Additional Information shall only be furnished with the consent or at the
request of the Depositor (except pursuant to clause (E) below), (C) the Trustee
shall be entitled to indicate the source of all information furnished by it, and
the Trustee may affix thereto any disclaimer it deems appropriate in its
reasonable discretion, (D) the Trustee shall notify Certificateholders of the
availability of any such information in any manner as it, in its sole
discretion, may determine, and (E) this provision shall not prevent the Trustee,
whether with or without the consent of the Depositor, from furnishing
information with respect to the Trust Fund and its administration thereof to any
Person, if it reasonably determines that the furnishing of such information is
required by applicable law. The Trustee shall forward to the Depositor any
requests for Additional Information which, for their fulfillment, require the
consent of the Depositor. Nothing herein shall be construed to impose upon the
Trustee any obligation or duty to furnish or distribute any Additional
Information to any Person in any instance.

            (b) Not later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date, the Master Servicer shall furnish
to the Trustee, and upon request, the Trustee shall make available on such
Distribution Date to the Depositor, the Underwriters and the Special Servicer,
by electronic transmission (or in such other form to which the Trustee or the
Depositor, as the case may be, and the Master Servicer may agree), an accurate
and complete CMSA Loan Periodic Update File providing the required information
for the Mortgage Loans and any successor REO Mortgage Loans (including, without
limitation, the Available Distribution Amount, the Sub-Pool 1 Available
Distribution Amount and the Sub-Pool 2 Available Distribution Amount) as of the
related Determination Date.

            In the performance of its obligations set forth in Section 4.06 and
its other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer, and the Trustee
shall not be responsible to recompute, recalculate or verify the information
provided to it by the Master Servicer. In the case of information to be
furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer shall have no obligation to provide such
information until it has received such information from the Special Servicer,
shall not be in default hereunder due to a delay in providing the CMSA Loan
Periodic Update File caused by the Special Servicer's failure to timely provide
any report required under this Agreement and may, absent actual knowledge of an
error therein, conclusively rely on the reports to be provided by the Special
Servicer. The Master Servicer may conclusively rely on any information provided
by the Depositor or any Mortgagor with respect to the CMSA Loan Periodic Update
File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File.

            Section 4.03 P&I Advances.

            (a) On or before 2:00 p.m., New York City time, on each Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c)
below, satisfy its obligations to make any required P&I Advances with respect to
the related Distribution Date in respect of the Mortgage Pool (other than the
Loan Group Trust Mortgage Loans or any successor REO Mortgage Loans with respect
thereto), first, by transferring to the Trustee for deposit in the Distribution
Account amounts then held in the Pool Custodial Account for future distribution
to Certificateholders in subsequent months in discharge of such obligations, and
second, by remitting its own funds to the Trustee for deposit in a Distribution
Account in an amount equal to the remaining portion of such required P&I
Advances. Any amounts held in the Pool Custodial Account for future distribution
and so used to make P&I Advances shall be appropriately reflected in the Master
Servicer's records and replaced by the Master Servicer by deposit in the Pool
Custodial Account on or before the next succeeding Determination Date (to the
extent not previously replaced through the deposit of Late Collections of the
delinquent principal and interest in respect of which such P&I Advances were
made). If, as of 4:00 p.m., New York City time, on any Master Servicer
Remittance Date, the Master Servicer shall not have made any P&I Advance
required to be made on such date pursuant to this Section 4.03(a) (and shall not
have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. (913)
253-9001 (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at telephone no. (913) 253-9000 (or such
alternative number provided by the Master Servicer to the Trustee in writing) as
soon as possible, but in any event before 5:00 p.m., New York City time, on such
Master Servicer Remittance Date. If after such notice by facsimile, the Trustee
does not receive the full amount of such P&I Advances by 11:00 a.m., New York
City time, on the related Distribution Date, then the Trustee shall make the
portion of such P&I Advances that was required to be, but was not, made by the
Master Servicer on such Master Servicer Remittance Date.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee, as the case may be, pursuant to the first paragraph of
Section 4.03(a) in respect of any Distribution Date shall, subject to Section
4.03(c) below, equal the aggregate of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments (except with respect to any Serviced
Companion Loan), in each case net of related Master Servicing Fees and any
related Workout Fees, due or deemed due, as the case may be, in respect of the
Mortgage Loans (including Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Mortgage Loans in the Mortgage Pool
(exclusive of the Loan Group Trust Mortgage Loans or any successor REO Mortgage
Loans with respect thereto) on their respective Due Dates during the related
Collection Period, in each case to the extent such amount was not paid by or on
behalf of the related Mortgagor or otherwise collected (including as net income
from REO Properties) as of the close of business on the related Determination
Date; provided that if it is determined that an Appraisal Reduction Amount
exists with respect to any such Mortgage Loan or REO Mortgage Loan, then, in the
event of subsequent delinquencies thereon, the amount of each P&I Advance, if
any, required to be made in respect of such Mortgage Loan or REO Mortgage Loan,
as the case may be, during the period that such Appraisal Reduction Amount
continues to exist, shall be reduced to equal the product of (x) the amount of
the subject P&I Advance that would otherwise be required without regard to this
proviso, multiplied by (y) a fraction, the numerator of which is equal to the
Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case
may be, net of such Appraisal Reduction Amount, and the denominator of which is
equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage
Loan, as the case may be.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03 if such P&I Advance would,
if made, constitute a Nonrecoverable Advance, as determined by the Master
Servicer, the Special Servicer or the Trustee. The determination by the Master
Servicer or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section
4.03, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Special Servicer and the
Depositor on or before the related Master Servicer Remittance Date, setting
forth the basis for such determination, together with any other information that
supports such determination, including any appraisal (which appraisal shall have
been conducted by an Independent Appraiser within the 12-month period preceding
such determination in accordance with the standards of the Appraisal Institute
taking into account the factors specified in Section 3.19), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties (to the extent available and/or in the Master
Servicer's or Special Servicer's possession, as applicable), engineers' reports,
environmental surveys and any similar reports that the Master Servicer or
Special Servicer may have obtained consistent with the Servicing Standard and at
the expense of the Trust Fund, that support such determination by the Master
Servicer or Special Servicer. If, in connection with the foregoing, it is
necessary for the Master Servicer to obtain an appraisal, the Master Servicer
shall so notify the Special Servicer and consult with the Special Servicer
regarding such appraisal. The cost of an appraisal shall be paid by the Trust as
an Additional Trust Fund Expense. The Trustee shall be entitled to rely,
conclusively, on any determination by the Master Servicer or the Special
Servicer that a P&I Advance, if made, would be a Nonrecoverable P&I Advance, and
the Master Servicer and the Trustee shall conclusively rely on any
non-recoverability determination made by the Special Servicer (but this
statement shall not be construed to entitle the Special Servicer to reverse any
other authorized Person's determination, or to prohibit any such other
authorized Person from making a determination, that a P&I Advance constitutes or
would constitute a Nonrecoverable Advance); provided, however, that if the
Master Servicer has failed to make a P&I Advance for reasons other than a
determination by the Master Servicer that such P&I Advance would be
Nonrecoverable P&I Advance, the Trustee shall make such Advance within the time
periods required by Section 4.03(a) unless the Trustee, in its good faith,
reasonable discretion, makes a determination prior to the times specified in
Section 4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance. In
addition, the Master Servicer shall consider Workout-Delayed Reimbursement
Amounts in respect of prior P&I Advances on the applicable Mortgage Loan that
have not been repaid by the related Mortgagor for the purposes of
nonrecoverability determinations as if such amounts were unreimbursed P&I
Advances.

            (d) The Master Servicer and the Trustee shall each be entitled to
receive interest at the Reimbursement Rate in effect from time to time,
compounded annually, accrued on the amount of each P&I Advance made thereby
under this Section 4.03 (with its own funds) for so long as such P&I Advance is
outstanding; provided that, if the grace period for the delinquent Monthly
Payment as to which a P&I Advance was made under this Section has not elapsed as
of the time such P&I Advance was made, then the total interest so accrued on
such P&I Advance prior to the expiration of such grace period, shall not exceed
the amount of Default Charges, if any, collected in connection with the late
payment of such delinquent Monthly Payment; and provided, further that, in no
event shall interest so accrue on any P&I Advance as to which the corresponding
Late Collection was received by the Master Servicer or a Sub-Servicer on its
behalf as of the related Master Servicer Remittance Date. Interest so accrued on
any P&I Advance made under this Section shall be payable in accordance with the
terms of Section 3.05 and Section 3.05A.

            Section 4.03A. P&I Advances on the Loan Group Trust Mortgage Loans.

            (a) With respect to the P&I Advances and the Loan Groups, the Master
Servicer shall make P&I Advances with respect to the related Loan Group Trust
Mortgage Loans, but will not make P&I Advances with respect to the related
Companion Loans.

            The Master Servicer shall, subject to Section 4.03A(c) below,
satisfy its obligations to make any required P&I Advance on each Master Servicer
Remittance Date in respect of the Loan Group Trust Mortgage Loans, by depositing
into the related Loan Group Custodial Account (or in the case of any Loan Group
Trust Mortgage Loan that is not a Serviced Loan, by depositing in the Pool
Custodial Account), out of amounts held in such Custodial Account for future
distribution (subject to replacement of such amounts by the following Master
Servicer Remittance Date) and, if such amounts are insufficient, then out of its
own funds, the amount of such P&I Advance required to be made. P&I Advances with
respect to any Loan Group Trust Mortgage Loan shall be made no later than 2:00
p.m., New York City time, on each Master Servicer Remittance Date. If, as of
4:00 p.m., New York City time, on any Master Servicer Remittance Date, the
Master Servicer shall not have made any P&I Advance required to be made on such
date pursuant to this Section 4.03A(a) in respect of the Loan Group Trust
Mortgage Loans (and the Master Servicer shall not have delivered to the Trustee
the requisite Officer's Certificate and documentation related to a determination
of nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. (913) 253-9001 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
telephone no. (913) 253-9000 (or such alternative number provided by the Master
Servicer to the Trustee in writing) as soon as possible, but in any event before
5:00 p.m., New York City time, on such Master Servicer Remittance Date. The
Trustee shall also provide a copy of such notice to the master servicer of the
securitization holding the related Pari Passu Companion Loan, such obligation
being contingent upon such master servicer having previously provided notice to
the Trustee; provided, however that the Trustee has actual knowledge that the
related Pari Passu Companion Loan is included in such securitization based upon
a notice received from such master servicer. If after such notice, the Trustee
does not receive the full amount of such P&I Advance(s) by 11:00 a.m., New York
City time, on the related Distribution Date, then the Trustee shall make the
portion of such P&I Advances that was required to be, but was not, made by the
Master Servicer in respect of the Loan Group Trust Mortgage Loans or any
successor REO Mortgage Loans with respect thereto on the preceding Master
Servicer Remittance Date.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee, as the case may be, pursuant to the first paragraph of
Section 4.03A(a) in respect of any Distribution Date shall, subject to Section
4.03A(c) below, equal the aggregate of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments, in each case net of related Master
Servicing Fees (and net of any servicing fees due to any related Lead Master
Servicer or Subsequent Master Servicer) and any related Workout Fees, due or
deemed due, as the case may be, in respect of the Loan Group Trust Mortgage
Loans (including Balloon Loans delinquent as to their respective Balloon
Payments) and any successor REO Loans to such Loans on their respective Due
Dates during the related Collection Period, in each case, to the extent such
amount was not paid by or on behalf of the related Mortgagor or otherwise
collected (including as net income from REO Properties) as of the close of
business on the related Determination Date; provided that if it is determined
that an Appraisal Reduction Amount exists with respect to any such Loan Group or
REO Loan, then, in the event of subsequent delinquencies thereon, the amount of
each P&I Advance, if any, required to be made in respect of such Loan Group or
REO Loan, as the case may be, during the period that such Appraisal Reduction
Amount continues to exist, shall be reduced to equal the product of (x) the
amount of the subject P&I Advance that would otherwise be required without
regard to this proviso, multiplied by (y) a fraction, the numerator of which is
equal to the Stated Principal Balance of the Loan Group Trust Mortgage Loan(s)
net of the portion of the applicable Appraisal Reduction Amount allocated to
such Loan Group Trust Mortgage Loan(s), and the denominator of which is equal to
the Stated Principal Balance of such Loan Group Trust Mortgage Loan(s) (or
related Mortgage Loan or REO Mortgage Loan) or, with respect to any Non-Serviced
Trust Loan, without regard to the balances of the related Pari Passu Companion
Loans if the Lead Master Servicer has performed such calculations and reported
the Appraisal Reduction Amount to the Master Servicer. For purposes of the
preceding sentence Appraisal Reduction Amounts with respect to a Loan Group
shall be applied first to the related Subordinate Companion Loan, if any, until
its balance is reduced to zero and then, to the related Loan Group Trust
Mortgage Loan and with respect to any other Loan Group including Pari Passu
Companion Loans, if applicable, the related Pari Passu Companion Loan(s) pro
rata, based on their respective outstanding principal balances (and, in the case
of a Non-Serviced Loan Group, to the extent the applicable Lead Master Servicer
has not notified the Master Servicer that it previously applied such amounts).

            With respect to P&I Advances and the Non-Serviced Trust Loans, the
Master Servicer and the Trustee shall be entitled to rely on the "appraisal
reduction amount" calculated by the applicable Lead Special Servicer or the
applicable Lead Master Servicer in accordance with the terms of the applicable
Lead PSA.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03A with respect to Loan Group
Trust Mortgage Loans, or related REO Loans if such P&I Advance would if made,
constitute a Nonrecoverable P&I Advance, as determined by the Master Servicer,
the Special Servicer or the Trustee. The determination by the Master Servicer or
the Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance
or that any proposed P&I Advance, if made pursuant to this Section 4.03A with
respect to any Loan Group Trust Mortgage Loan, would constitute a Nonrecoverable
P&I Advance, shall be evidenced by an Officer's Certificate delivered to any
Lead Master Servicer, any Lead Special Servicer, the Trustee, the Special
Servicer on or prior to the next Master Servicer Remittance Date and to the
Companion Loan Noteholders (and the related Subsequent Master Servicer, if
applicable) for such Serviced Pari Passu Companion Loan and Lead Master
Servicer, any Lead Special Servicer for a Non-Serviced Trust Loan within two
Business Days after such determination was made, setting forth the basis for
such determination, together with any other information that supports such
determination, including except with respect to any Non-Serviced Trust Loan, any
appraisal (which appraisal shall be an expense payable out of the related Loan
Group Custodial Account or, if funds therein are insufficient therefor or in the
case of a Non-Serviced Trust Loan, from the Pool Custodial Account) and shall
have been conducted by an Independent Appraiser in accordance with the standards
of the Appraisal Institute, within the twelve months preceding such
determination of nonrecoverability), Mortgagor operating statements and
financial statements, budgets and rent rolls of the Mortgaged Property (to the
extent available and/or in the Master Servicer's or the Special Servicer's
possession, as applicable), engineers' reports, environmental surveys and any
similar reports that the Master Servicer or the Special Servicer may have
obtained consistent with the Servicing Standard and that support such
determination by the Master Servicer or the Special Servicer. If, in connection
with the foregoing, it is necessary for the Master Servicer to obtain an
appraisal, the Master Servicer shall so notify the Special Servicer and consult
with the Special Servicer regarding such appraisal. The Trustee shall be
entitled to rely, conclusively, on any determination by the Master Servicer or
Special Servicer that a P&I Advance to be made in respect of the Loan Group
Trust Mortgage Loans or any successor REO Mortgage Loans with respect thereto,
if made, would be a Nonrecoverable Advance, and the Master Servicer and the
Trustee shall conclusively rely on any non-recoverability determination made by
the Special Servicer (but this statement shall not be construed to entitle the
Special Servicer to reverse any other authorized Person's determination, or to
prohibit any such other authorized Person from making a determination, that a
P&I Advance constitutes or would constitute a Nonrecoverable Advance); provided,
however, that if the Master Servicer has failed to make such a P&I Advance with
respect to the Loan Group Trust Mortgage Loans or any successor REO Mortgage
Loan for reasons other than a determination by the Master Servicer that such P&I
Advance would be Nonrecoverable Advance or the Trustee shall make such Advance
within the time periods required by Section 4.03A(a) unless the Trustee, in its
good faith, reasonable discretion, makes a determination prior to the times
specified in Section 4.03A(a) that such P&I Advance would be a Nonrecoverable
P&I Advance. In addition, the Master Servicer shall consider Workout-Delayed
Reimbursement Amounts in respect of prior P&I Advances on the applicable Loan
that have not been repaid by the related Mortgagor for the purposes of
nonrecoverability determinations as if such amounts were unreimbursed P&I
Advances.

            (d) The Master Servicer and the Trustee shall be entitled to receive
interest at the Reimbursement Rate in effect from time to time, compounded
annually, accrued on the amount of each P&I Advance made thereby in respect of a
Loan Group Trust Mortgage Loan or related REO Loans under this Section 4.03A
(with its own funds) for so long as such P&I Advance is outstanding; provided
that, if the grace period for the delinquent Monthly Payment as to which a P&I
Advance was made under this Section 4.03A has not elapsed as of the time such
P&I Advance was made, then the total interest so accrued on such P&I Advance
prior to the expiration of such grace period, shall not exceed the amount of
Default Charges, if any, collected in connection with the late payment of such
delinquent Monthly Payment; and provided, further, that in no event shall
interest so accrue on any P&I Advance in respect of a Loan Group Trust Mortgage
Loan or related REO Loan as to which the corresponding Late Collection was
received by the Master Servicer or a Sub-Servicer on its behalf as of the Master
Servicer Remittance Date on which such P&I Advance was made. Interest so accrued
on any P&I Advance made under this Section shall be payable in accordance with
the terms of Section 3.05 and 3.05A.

            (e) With respect to any Non-Serviced Loan Group, if (1) the related
Lead Master Servicer has determined that a proposed P&I Advance (as defined in
the Lead PSA) with respect to the Non-Serviced Trust Loan or any related Pari
Passu Companion Loan, if made, or any outstanding P&I advance previously made,
would be, or is, as applicable, a "nonrecoverable advance," and the related Lead
Master Servicer has provided written notice of such determination to the Master
Servicer, or (2) if the Master Servicer has determined that a P&I Advance with
respect to the Non-Serviced Trust Loan would be a Nonrecoverable P&I Advance,
then none of the Master Servicer and the Trustee shall make any additional P&I
Advance with respect to the Non-Serviced Trust Loan until the Master Servicer
has consulted with the Lead Master Servicer and they agree that circumstances
with respect to such Loans have changed such that a proposed future P&I Advance
would not be a "nonrecoverable advance." With respect to each Non-Serviced Trust
Loan, if the Master Servicer has determined that a proposed P&I Advance with
respect to such Loan, would be a Nonrecoverable Advance, the Master Servicer
shall provide the applicable Lead Master Servicer and any applicable Subsequent
Master Servicer written notice of such determination within two Business Days
after such determination was made.

            If the Trustee or the Master Servicer has received notice from
Moody's or S&P that the Master Servicer no longer has Moody's Approval or is no
longer on S&P's Select Servicer List as a U.S. Commercial Mortgage Master
Servicer, then such party shall promptly notify the other, the Special Servicer
and the applicable Lead Master Servicer or Subsequent Master Servicer of the
same.

            If the Master Servicer has received notice that a Lead Master
Servicer or a Subsequent Master Servicer no longer has Moody's Approval or is no
longer on S&P's Select Servicer List as a U.S. Commercial Mortgage Master
Servicer, then the Master Servicer shall not be required to abide by any
determination of nonrecoverability by such Lead Master Servicer or Subsequent
Master Servicer.

            For the purpose of this Section 4.03A(f), "Moody's Approval" means
that a master servicer (1) is acting as master servicer in a commercial mortgage
loan securitization that was rated by Moody's within the twelve month period
prior to the date of determination, and Moody's has not downgraded or withdrawn
the then-current rating on any class of commercial mortgage securities or placed
any class of commercial mortgage securities on watch citing the continuation of
such master servicer as master servicer of such commercial mortgage securities
as the cause for such downgrade, withdrawal or watch, or (2) is approved by
Moody's.

            Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses.

            (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class S, Class Q, 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 shall be
reduced sequentially, in that order, in each case, until such excess or the
related Class Principal Balance is reduced to zero (whichever occurs first). If,
after the foregoing reductions, the amount described in clause (i) of the second
preceding sentence still exceeds the amount described in clause (ii) of such
sentence, then the respective Class Principal Balances of all the outstanding
Classes of the Class A Certificates shall be reduced on a pro rata basis in
accordance with the relative sizes of such Class Principal Balances, until any
such remaining excess is reduced to zero. All such reductions in the Class
Principal Balances of the respective Classes of the Principal Balance
Certificates shall constitute allocations of Realized Losses and Additional
Trust Fund Expenses.

            (b) On each Distribution Date, following the deemed distributions of
principal or in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made in respect of the Uncertificated Lower Tier
Interests pursuant to Section 4.01, the Uncertificated Principal Balance of the
Corresponding Uncertificated Lower Tier Interests (after taking account of such
deemed distributions) shall be reduced as a result of Realized Losses and
Additional Trust Fund Expenses to equal the Class Principal Balance of the Class
of Corresponding Certificates that will be outstanding immediately following
such Distribution Date.

            Section 4.05 Various Reinstatement Amounts.

            (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, exceeds (ii) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates. If such an excess does exist, then the Trustee shall allocate the
Total Principal Reinstatement Amount, if any, for the subject Distribution Date
as follows until it is allocated in full: first, to all of the Classes of Class
A Certificates, up to, and on a pro rata basis in accordance with, the
respective Loss Reimbursement Amounts, if any, for such Classes of Class A
Certificates with respect to the next succeeding Distribution Date; and then to
the remaining Classes of Principal Balance Certificates, sequentially in
alphabetical order based on the respective Class designations thereof, in each
case up to any Loss Reimbursement Amount for such Class of Principal Balance
Certificates immediately prior to such Distribution Date. Any portion of the
Total Principal Reinstatement Amount for any Distribution Date that is allocated
to a particular Class of Principal Balance Certificates shall be: (i) referred
to herein as the "Class Principal Reinstatement Amount" in respect of such Class
of Principal Balance Certificates for such Distribution Date; and (ii) added to
the Class Principal Balance of such Class of Principal Balance Certificates on
such Distribution Date. Notwithstanding anything to the contrary contained
herein, the parties hereby acknowledge that the reinstatement of all or any
portion of the Class Principal Balance of any Class of Principal Balance
Certificates on any Distribution Date shall be a result of the collection of
Recovered Amounts during the related Collection Period and the upward adjustment
of the Adjusted Principal Distribution Amount for such Distribution Date as a
result of such Recovered Amounts.

            (b) In addition, in connection with its reinstatement of all or any
portion of the Class Principal Balance of any one or more Classes of Principal
Balance Certificates on any Distribution Date pursuant to Section 4.05(a), the
Trustee shall calculate the amount of lost Distributable Certificate Interest
that would have accrued on the respective Classes of Regular Interest
Certificates through and including the end of the Interest Accrual Period for
such Distribution Date if no Unfunded Principal Balance Reductions had resulted
from the reimbursement out of general collections of principal on the Mortgage
Pool of the particular Advances relating to the Recovered Amounts associated
with such reinstatement of outstanding principal. Once determined, such lost
Distributable Certificate Interest in respect of any particular Class of Regular
Interest Certificates shall be reinstated and become due and payable on future
Distribution Dates as part of the unpaid Distributable Certificate Interest for
such Class of Regular Interest Certificates from prior Distribution Dates. All
such reinstated Distributable Certificate Interest in respect of any particular
Class of Regular Interest Certificates shall be treated the same as any other
unpaid Distributable Certificate Interest in respect of such Class of Regular
Interest Certificates.

            (c) If the Class Principal Balance of any Class of Principal Balance
Certificates is increased on any Distribution Date pursuant to Section 4.05(a),
then the Uncertificated Principal Balance of such Class' Corresponding
Lower-Tier Regular Interest shall be deemed to have first been increased by the
exact same amount. The amount of each such increase in the Uncertificated
Principal Balance of a Lower-Tier Regular Interest on any Distribution Date
shall be referred to herein as the "Lower-Tier Interest Principal Reinstatement
Amount" in respect of such Lower-Tier Regular Interest for such Distribution
Date.

            Section 4.06 Calculations.

            The Trustee shall, provided it receives the necessary information
from the Master Servicer and the Special Servicer, be responsible for performing
all calculations necessary in connection with the actual and deemed
distributions and allocations to be made pursuant to Section 4.01 and Article IX
and the actual and deemed allocations of Realized Losses and Additional Trust
Fund Expenses to be made pursuant to Section 4.04. The Trustee shall calculate
the Available Distribution Amount for each Distribution Date and shall allocate
such amounts among Certificateholders in accordance with this Agreement, and the
Trustee shall have no obligation to recompute, recalculate or verify any
information provided to it by the Special Servicer or Master Servicer. The
calculations by the Trustee of such amounts shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

            Section 4.07 Use of Agents.

            The Master Servicer, the Special Servicer or the Trustee may at its
own expense utilize agents or attorneys-in-fact in performing any of its
obligations under this Article IV (except the obligation to make P&I Advances),
but no such utilization shall relieve the Master Servicer, the Special Servicer
or the Trustee, as applicable, from any of such obligations, and the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact.

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates.

            (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9
provided that 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.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03, beneficial ownership interests in the
Certificates (other than the Class V, Class R-I or Class R-II Certificates)
shall initially be held and transferred through the book-entry facilities of the
Depository. The Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Notional Amount, as the case may be, as of the Closing Date of $25,000 in the
case of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F
Certificates, $1,000,000 in the case of the Class X Certificates, and $100,000
in the case of the remaining Regular Interest Certificates, and in each such
case in integral multiples of $1 in excess thereof. The Class R-I, Class R-II
and Class V Certificates will be issuable in denominations representing
Percentage Interests in the related Class of not less than 5%.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories 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.

            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.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of the Closing Date, at 135 South
LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Global Securities and
Trust Services--Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust Series 2006-GG7. The Certificate Registrar may appoint, by a written
instrument delivered to the Depositor, the Master Servicer, the Special Servicer
and (if the Trustee is not the Certificate Registrar) the Trustee, 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. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master 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.

            If three or more Holders make written request to the Trustee, and
such request states that such Holders desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

            (b) No Transfer of any Non-Registered Certificate or interest
therein shall be made unless that Transfer is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with a Transfer of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates to a successor Depository or to the applicable
Certificate Owner(s) in accordance with Section 5.03), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or, with respect to each Definitive Non-Registered Certificate
other than the Class V, Class R-I and Class R-II Certificates, as Exhibit F-2B;
or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that the
prospective Transferee is an Institutional Accredited Investor or a Qualified
Institutional Buyer (except in the case of the Class V, Class R-I and Class R-II
Certificates, where the prospective Transferee must be a Qualified Institutional
Buyer) and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator
or the Trustee or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based.

            Except as provided in the following two paragraphs, no interest in
the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of an interest in such Rule 144A Global Certificate. A Transferee of an
interest in the Rule 144A Global Certificate that takes delivery for a Class of
Book-Entry Non-Registered Certificates shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit F-2C hereto are, with
respect to the subject Transfer, true and correct.

            Any interest in the Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the Certificates to be
transferred (such date of transfer, the "Transfer Date"). Upon delivery to the
Certificate Registrar of such certification and orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the applicable Class of Certificates and increase the denomination of
the Regulation S Global Certificate for the applicable Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions, provided that no Regulation S Restricted Certificate may be
transferred to a Person acquiring such Certificate in reliance on Regulation S.

            Also notwithstanding the foregoing, any interest in a Rule 144A
Global Certificate with respect to any Class of Book-Entry Non-Registered
Certificates may be transferred by any Certificate Owner holding such interest
to any Institutional Accredited Investor (other than a Qualified Institutional
Buyer) that takes delivery in the form of a Definitive Certificate of the same
Class as such Rule 144A Global Certificate upon delivery to the Certificate
Registrar and the Trustee of (i) such certifications and/or opinions as are
contemplated by the second paragraph of this Section 5.02(b) and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository to direct the Trustee to debit the account of a Depository
Participant by the denomination of the transferred interests in such Rule 144A
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated by the second paragraph of this
Section 5.02(b), the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee.

            Except as provided in the next paragraph, no beneficial interest in
the Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the date (the "Release Date") which is 40 days after the Transfer
Date, the Certificate Owner desiring to effect any such Transfer shall be
required to obtain from such Certificate Owner's prospective Transferee a
written certification substantially in the form set forth in Exhibit F-2D hereto
certifying that such Transferee is not a United States Securities Person. On or
prior to the Release Date, beneficial interests in the Regulation S Global
Certificate for each Class of Book-Entry Non-Registered Certificates may be held
only through Euroclear or Clearstream. The Regulation S Global Certificate for
each Class of Book-Entry Non-Registered Certificates shall be deposited with the
Trustee as custodian for the Depository and registered in the name of Cede & Co.
as nominee of the Depository, provided that no Regulation S Restricted
Certificate may be transferred to a Person acquiring such Certificate in
reliance on Regulation S.

            Notwithstanding the preceding paragraph, after the Release Date, any
interest in the Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the Certificates to be transferred. Upon delivery to the
Certificate Registrar of such certification and orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Regulation S Global Certificate
in respect of the applicable Class being transferred and increase the
denomination of the Rule 144A Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

            None of the Depositor, the Trustee 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 or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Master Servicer, the Special Servicer, the Tax Administrator and the Certificate
Registrar against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

            (c) No Transfer of a Certificate or any interest therein shall be
made (i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I of ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (ii) to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code or any similar
violation of Similar Law. Except in connection with Transfer thereof to a
successor Depository or to the applicable Certificate Owner(s) in accordance
with Section 5.03, the Certificate Registrar shall refuse to register the
Transfer of a Definitive Non-Registered Certificate unless it has received from
the prospective Transferee, either (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in
the case of a Certificate other than a Class R-I, Class R-II or Class V
Certificate, a certification to the effect that the purchase and holding of such
Certificate or interest therein by such prospective Transferee is exempt from
the prohibited transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Sections
4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case
of a Certificate other than a Class R-I, Class R-II or Class V Certificate, a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. It is hereby acknowledged that the
form of certification attached hereto as Exhibit G (with respect to Definitive
Non-Registered Certificates) is acceptable for purposes of the preceding
sentence. If any Transferee of a Certificate (including a Registered
Certificate) or any interest therein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (in the case of a Definitive
Certificate) any certification and/or Opinion of Counsel contemplated by the
second preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and holding of such Certificate or interest therein
by such Transferee is exempt from the prohibited transaction provisions of
Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code (or similar
violation of Similar Law). Any Transferee of a Book-Entry Certificate that is an
Investment Grade Certificate that is being acquired by or on behalf of a Plan in
reliance on the Prohibited Transaction Exemption shall be deemed to have
represented and warranted that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, and (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
balance of all the Mortgage Loans determined as of the Closing Date, or by any
Affiliate of such Person.

            (d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Interest 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)(A) below to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such disposition.
The rights of each Person acquiring any Ownership Interest in a Residual
Interest Certificate are expressly subject to the following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Residual Interest Certificate shall be a Permitted Transferee and
            shall promptly notify the Tax Administrator and the Trustee of any
            change or impending change in its status as a Permitted Transferee.

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Interest Certificate, except in the case of
            an initial transfer to an Underwriter or the Initial Purchaser or an
            affiliate thereof, the Certificate Registrar shall require delivery
            to it, and shall not register the Transfer of any Residual Interest
            Certificate until its receipt, of an affidavit and agreement
            substantially in the form attached hereto as Exhibit H-1 (a
            "Transfer Affidavit and Agreement"), from the proposed Transferee,
            representing and warranting, among other things, that such
            Transferee is a Permitted Transferee, that it is not acquiring its
            Ownership Interest in the Residual Interest Certificate that is the
            subject of the proposed Transfer as a nominee, trustee or agent for
            any Person that is not a Permitted Transferee, that for so long as
            it retains its Ownership Interest in a Residual Interest Certificate
            it will endeavor to remain a Permitted Transferee, and 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 and
            Agreement by a proposed Transferee under clause (B) above, if a
            Responsible Officer of either the Trustee or the Certificate
            Registrar has actual knowledge that the proposed Transferee is not a
            Permitted Transferee, no Transfer of an Ownership Interest in a
            Residual Interest Certificate to such proposed Transferee shall be
            effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Interest Certificate shall agree (1) to require a
            Transfer Affidavit and Agreement from any prospective Transferee to
            whom such Person attempts to Transfer its Ownership Interest in such
            Residual Interest Certificate and (2) not to Transfer its Ownership
            Interest in such Residual Interest Certificate unless it provides to
            the Certificate Registrar a certificate substantially in the form
            attached hereto as Exhibit H-2 stating that, among other things, it
            has no actual knowledge that such prospective Transferee is not a
            Permitted Transferee.

                  (E) Each Person holding or acquiring an Ownership Interest in
            a Residual Interest Certificate, by purchasing such Ownership
            Interest, agrees to give the Tax Administrator and the Trustee
            written notice that it is a "pass-through interest holder" within
            the meaning of temporary Treasury Regulations Section
            1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
            in a Residual Interest Certificate, if it is, or is holding an
            Ownership Interest in a Residual Interest Certificate on behalf of,
            a "pass-through interest holder."

            (ii) (A) If any purported Transferee shall become a Holder of a
      Residual Interest Certificate in violation of the provisions of this
      Section 5.02(d), then the last preceding Holder of such Residual Interest
      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 Interest Certificate. None of the Depositor, the Trustee
      or the Certificate Registrar shall be under any liability to any Person
      for any registration of Transfer of a Residual Interest 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.

                  (B) If any purported Transferee shall become a Holder of a
            Residual Interest Certificate in violation of the restrictions in
            this Section 5.02(d), then, to the extent that retroactive
            restoration of the rights of the preceding Holder of such Residual
            Interest Certificate as described in clause (ii)(A) above shall be
            invalid, illegal or unenforceable, the Trustee shall have the right
            but not the obligation, to cause the Transfer of such Residual
            Interest Certificate to a Permitted Transferee selected by the
            Trustee on such terms as the Trustee may choose, and the Trustee
            shall not be liable to any Person having an Ownership Interest in
            such Residual Interest Certificate as a result of the Trustee's
            exercise of such discretion. Such purported Transferee shall
            promptly endorse and deliver such Residual Interest Certificate in
            accordance with the instructions of the Trustee. Such Permitted
            Transferee may be the Trustee itself or any Affiliate of the
            Trustee.

            (iii) The Tax Administrator shall make available to the IRS and to
      those Persons specified by the REMIC Provisions all information furnished
      to it by the other parties hereto necessary to compute any tax imposed (A)
      as a result of the Transfer of an Ownership Interest in a Residual
      Interest Certificate to any Person who is a Disqualified Organization,
      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 Interest Certificate and (B) as a result of any regulated
      investment company, real estate investment trust, common trust fund,
      partnership, trust, estate or organization described in Section 1381 of
      the Code that holds an Ownership Interest in a Residual Interest
      Certificate having as among its record Holders at any time any Person
      which is a Disqualified Organization, and each of the other parties hereto
      shall furnish to the Tax Administrator all information in its possession
      necessary for the Tax Administrator to discharge such obligation. The
      Person holding such Ownership Interest shall be responsible for the
      reasonable compensation of the Tax Administrator for providing information
      thereto pursuant to this subsection (d)(iii) and Section 10.01(h)(i).

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated, provided that there
      shall have been delivered to the Trustee and the Tax Administrator the
      following:

                  (A) written confirmation from each Rating Agency to the effect
            that the modification of, addition to or elimination of such
            provisions will not cause an Adverse Rating Event; and

                  (B) an Opinion of Counsel, in form and substance satisfactory
            to the Trustee and the Tax Administrator, obtained at the expense of
            the party seeking such modification of, addition to or elimination
            of such provisions (but in no event at the expense of the Trustee,
            the Tax Administrator or the Trust), to the effect that doing so
            will not (1) cause either REMIC Pool to cease to qualify as a REMIC
            or be subject to an entity-level tax caused by the Transfer of any
            Residual Interest Certificate to a Person which is not a Permitted
            Transferee or (2) cause a Person other than the prospective
            Transferee to be subject to a REMIC-related tax caused by the
            Transfer of a Residual Interest Certificate to a Person that is not
            a Permitted Transferee.

            (e) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of an
interest in a Book-Entry Non-Registered Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that, and such
other evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in Subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

            (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

            (g) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class evidencing
a like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

            (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (i) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            Section 5.03 Book-Entry Certificates.

            (a) The Certificates (other than the Class V, Class R-I and Class
R-II) shall, in the case of each such Class, initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided in Section 5.03(c) and in the fifth paragraph of Section 5.02(b), a
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 5.03(c) and in
the fifth paragraph of Section 5.02(b), shall not be entitled to definitive,
fully registered Certificates ("Definitive Certificates") in respect of such
Ownership Interests. The Certificates (other than the Class V, Class R-I and
Class R-II) initially sold to Qualified Institutional Buyers in reliance on Rule
144A or in reliance on another exemption from the registration requirements of
the Securities Act shall, in the case of each such Class, be represented by the
Rule 144A Global Certificate for such Class, which shall be deposited with the
Trustee as custodian for the Depository and registered in the name of Cede & Co.
as nominee of the Depository. The Certificates (other than the Class V, Class
R-I and Class R-II) initially sold in offshore transactions in reliance on
Regulation S shall, in the case of each such Class, be represented by the
Regulation S Global Certificate for such Class, which shall be deposited with
the Trustee as custodian for the Depository and registered in the name of Cede &
Co. as nominee of the Depository, provided that only Investment Grade
Certificates shall be sold in offshore transactions in reliance on Regulation S.
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 each
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 Master 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 Trustee 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 a Class of 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 with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same.

            Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by 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, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions, and each of them 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 Registered 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) Notwithstanding any other provisions contained herein, neither
the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the Transfer of ownership interests in any
Certificate which interests are transferable through the book-entry facilities
of the Depository.

            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 reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or 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 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 applicable REMIC created hereunder, 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 presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any 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 and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

                                   ARTICLE VI

   THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DIRECTING
                                     HOLDER

            Section 6.01 Liability of Depositor, Master Servicer and Special
Servicer.

            The Depositor, the Master 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 Master Servicer
and the Special Servicer herein.

            Section 6.02 Continued Qualification and Compliance of Master
Servicer; Merger, Consolidation or Conversion of Depositor, Master Servicer or
Special Servicer.

            Subject to the following paragraph, the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a legal entity under the laws of the jurisdiction of
its organization, and each will obtain and preserve its qualification to do
business as a foreign entity in, and will otherwise remain in compliance with
the laws of, each jurisdiction in which such qualification and compliance is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Loans and to perform its respective duties under
this Agreement.

            Each of the Depositor, the Master Servicer and the Special Servicer
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, 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
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, 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; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed in writing by each of the Rating Agencies, such
succession will not result in an Adverse Rating Event, and (ii) such successor
or surviving Person makes the applicable representations and warranties set
forth in Section 3.24 (in the case of a successor or surviving Person to the
Master Servicer) or Section 3.25 (in the case of a successor or surviving Person
to the Special Servicer), as applicable; provided, further, that for so long as
the Trust is subject to the reporting requirements of the Exchange Act, the
Depositor shall have consented thereto (which consent shall not be unreasonably
withheld), unless (x) the Master Servicer or the Special Servicer, as
applicable, is the surviving Person of such merger, consolidation or transfer,
(y) its personnel, as substantially constituted prior to such merger,
consolidation or transfer, continues to be responsible for its obligations
hereunder and (z) the Surviving Person has been and continues to be in
compliance with its obligations hereunder.

            Section 6.03 Limitation on Liability of Depositor, Master Servicer
and Special Servicer.

            None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the Companion Loan Noteholders for any action taken, or
not taken, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer or the Special Servicer against any liability to the Trust Fund,
the Trustee, the Certificateholders or the Companion Loan Noteholders for the
breach of a representation or warranty made herein by such party, or against any
expense or liability specifically required to be borne by such party without
right of reimbursement pursuant to the terms hereof, or against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of its obligations or duties hereunder or
negligent disregard of such obligations or duties. The Depositor, the Master
Servicer, the Special Servicer and any director, manager, member, officer,
employee or agent of the Depositor, the Master 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 Master Servicer, the Special Servicer and any
director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer shall be indemnified and held harmless
by the Trust Fund out of the Pool Custodial Account against any loss, liability
or reasonable expense (including reasonable legal fees and expenses) incurred in
connection with any legal action or claim relating to this Agreement or the
Certificates (including in connection with the dissemination of information and
reports as contemplated by this Agreement), other than any such loss, liability
or expense: (i) specifically required to be borne by the party seeking
indemnification, without right of reimbursement pursuant to the terms hereof;
(ii) which constitutes a Servicing Advance that is otherwise reimbursable
hereunder; (iii) incurred in connection with any legal action or claim against
the party seeking indemnification, resulting from any breach on the part of that
party of a representation or warranty made herein; or (iv) incurred in
connection with any legal action or claim against the party seeking
indemnification, resulting from any willful misfeasance, bad faith or negligence
on the part of that party in the performance of its obligations or duties
hereunder or negligent disregard of such obligations or duties; provided that if
a Serviced Loan Group is involved, such indemnity shall be payable out of the
related Loan Group Custodial Account pursuant to Section 3.05A and, to the
extent not solely attributable to the Companion Loan in such Serviced Loan
Group, shall also be payable out of the Pool Custodial Account if amounts on
deposit in the related Loan Group Custodial Account are insufficient therefor
and such indemnity shall be deemed to not be "solely attributable" to a
Companion Loan merely by virtue of an action being brought by or against the
related Companion Loan Noteholder.

            None of the Depositor, the Master Servicer or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any
administrative or legal action, proceeding, hearing or examination unless such
action is related to its respective duties under this Agreement and either (i)
it is specifically required hereunder to bear the costs of such action or (ii)
such action will not, in its reasonable and good faith judgment, involve it in
any ultimate expense or liability for which it would not be reimbursed
hereunder. Notwithstanding the foregoing, the Depositor, the Master Servicer or
the Special Servicer may in its discretion undertake any such action which it
may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties hereto and the interests of
the Certificateholders (or, if a Loan Group is affected, the rights of the
Certificateholders and the related Companion Loan Noteholders (as a collective
whole)). In such event, the legal expenses and costs of such action, and any
liability resulting therefrom, shall be expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Master Servicer and the Special Servicer
shall be entitled to be reimbursed therefor from the Pool Custodial Account as
provided in Section 3.05; provided, however, that if a Loan Group and/or the
related Companion Loan Noteholders are involved, such expenses, costs and
liabilities shall be payable out of the related Loan Group Custodial Account
pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan
in such Loan Group, shall also be payable out of the Pool Custodial Account if
amounts on deposit in the related Loan Group Custodial Account are insufficient
therefor. In no event shall the Master Servicer or the Special Servicer be
liable or responsible for any action taken or omitted to be taken by the other
of them (unless they are the same Person or Affiliates) or for any action taken
or omitted to be taken by the Depositor, the Trustee, any Certificateholder or
the Companion Loan Noteholders, subject to the provisions of Section 8.05(c).

            Each Lead Master Servicer, Lead Special Servicer and any director,
manager, member, officer, employee or agent of a Lead Master Servicer or Lead
Special Servicer shall be indemnified and held harmless by the Trust Fund
against the Trust Fund's pro rata share of any loss, liability or reasonable
expense (including reasonable legal fees and expenses) incurred in connection
with any legal action or claim that (1) relates to the applicable Lead PSA
and/or this Agreement and (2) relates solely to the servicing of the applicable
Non-Serviced Loan Group, other than any losses incurred by reason of such Lead
Master Servicer's or Lead Special Servicer's willful misfeasance, bad faith or
negligence in the performance of its duties under the applicable Lead PSA.

            In the event that the terms of a Subsequent PSA (provided the Master
Servicer and Special Servicer have been provided with a copy of such Subsequent
PSA) or Lead PSA provide for the indemnification of the Master Servicer and/or
the Special Servicer, the Master Servicer and Special Servicer shall diligently
pursue their rights under such Subsequent PSA or Lead PSA for the related
trust's proportionate share of any indemnification sought by the Master Servicer
or Special Servicer in connection with a Loan Group.

            Section 6.04 Resignation of Master Servicer and the Special
Servicer.

            (a) The Master Servicer and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time, provided that (i) a willing successor thereto
reasonably acceptable to the Depositor has been found (provided that if the
Depositor has not responded to a request for consent to a successor within 15
days, such successor shall be deemed approved thereby), (ii) each of the Rating
Agencies confirms in writing that the successor's appointment will not result in
an Adverse Rating Event, (iii) the resigning party pays all costs and expenses
in connection with such resignation and the resulting transfer of servicing, and
(iv) the successor accepts appointment prior to the effectiveness of such
resignation and agrees in writing to be bound by the terms and conditions of
this Agreement. Neither the Master Servicer nor the Special Servicer shall be
permitted to resign except as contemplated above in this Section 6.04(a).

            (b) Consistent with Section 6.04(a), neither the Master Servicer nor
the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other Person
or, except as provided in Sections 3.22, 4.07, 7.01(c) and 7.01(d), delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by it hereunder. If,
pursuant to any provision hereof, the duties of the Master Servicer or the
Special Servicer are transferred to a successor thereto, the Master Servicing
Fee, the Special Servicing Fee, any Workout Fee and/or any Liquidation Fee
(except as expressly contemplated by Section 3.11(b)), as applicable, that
accrues or otherwise becomes payable pursuant hereto from and after the date of
such transfer shall be payable to such successor. Notwithstanding anything to
the contrary herein, the outgoing Special Servicer shall be entitled to 100% of
any Liquidation Fee with respect to any Mortgage Loan as to which a Liquidation
Event has occurred prior to the effective date of transfer to the successor
Special Servicer.

            Section 6.05 Rights of Depositor, Trustee and the Companion Loan
Noteholders in Respect of the Master Servicer and the Special Servicer.

            The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and the Companion Loan Noteholders
(including any servicer on their behalf), upon reasonable notice, during normal
business hours access to all records maintained thereby in respect of its rights
and obligations hereunder. Upon reasonable request, the Master Servicer and the
Special Servicer shall each furnish the Depositor, each Underwriter, the Trustee
and the Companion Loan Noteholders with its most recent publicly available
financial statements and such other non-proprietary information as the Master
Servicer or the Special Servicer, as the case may be, shall determine in its
sole and absolute discretion as it possesses, which is relevant to the
performance of its duties hereunder and which it is not prohibited by applicable
law or contract from disclosing. The Depositor may, but is not obligated to,
enforce the obligations of the Master 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 Master Servicer or Special Servicer
hereunder or exercise the rights of the Master Servicer and the Special Servicer
hereunder; provided, however, that neither the Master Servicer nor the Special
Servicer shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee and, provided, further, that the
Depositor may not exercise any right pursuant to Section 7.01 to terminate the
Master Servicer or the Special Servicer as a party to this Agreement. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

            Section 6.06 Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee.

            The Depositor, the Master Servicer and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee in order to enable it to perform its duties hereunder.

            Section 6.07 Depositor, Special Servicer and Trustee to Cooperate
with Master Servicer.

            The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.

            Section 6.08 Depositor, Master Servicer and Trustee to Cooperate
with Special Servicer.

            The Depositor, the Master Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.

            Section 6.09 Termination and Designation of Special Servicer by the
Directing Holder.

            The Directing Holder (except in the case of the Investcorp Retail
Portfolio Loan Group, the JQH Hotel Portfolio B2 Loan Group, the Nemours
Building Loan Group and the Lackland Self Storage Loan Group) may (subject to
the terms of any related Co-Lender Agreement) at any time and from time to time,
without cause, terminate the existing Special Servicer and designate a
replacement Special Servicer hereunder. In addition, with respect to each
Mortgage Loan, the Directing Holder (subject to the terms of any related
Co-Lender Agreement) may appoint a replacement Special Servicer for any existing
Special Servicer that has resigned or otherwise ceased to serve (including in
connection with termination pursuant to Section 7.01) as Special Servicer. With
respect to each Loan Group, the rights of the Directing Holder or Controlling
Class Directing Holder to terminate and/or appoint a replacement Special
Servicer shall be limited to that Loan Group. With respect to the Investcorp
Retail Portfolio Loan Group, either the Directing Holder or the holder of the
related Pari Passu Companion Loan may terminate the Special Servicer, but only
for cause. With respect to the Nemours Building Loan Group and the Lackland Self
Storage Loan Group, only the Controlling Class Directing Holder may terminate
the Special Servicer.

            The Directing Holder or Controlling Class Directing Holder, as
applicable, shall so designate a Person to serve as replacement Special Servicer
by the delivery to the Trustee, the Master Servicer, and, if applicable, the
Companion Loan Noteholders, and the existing Special Servicer of a written
notice stating such designation. The Trustee shall, promptly after receiving any
such notice, deliver to the Rating Agencies an executed Notice and
Acknowledgment in the form attached hereto as Exhibit I-1. If the Directing
Holder has not replaced the Special Servicer within 30 days of such Special
Servicer's resignation or the date such Special Servicer has ceased to serve in
such capacity, the Trustee shall designate a successor Special Servicer, subject
to removal by the Directing Holder and appointment of a successor thereto
pursuant to the terms of this Section 6.09. Any designated Person (whether
designated by the Directing Holder or the Trustee) shall become the Special
Servicer on the date as of which the Trustee shall have received all of the
following: (1) written confirmation from all of the Rating Agencies that the
appointment of such Person will not result in an Adverse Rating Event; (2) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I-2, executed by the designated Person, (3) confirmation that all
out-of-pocket costs and expenses incurred in connection with the removal and
replacement of a Special Servicer have been paid either by the removing party or
the replacement Special Servicer and (4) an Opinion of Counsel (at the expense
of the Person designated to become the Special Servicer) to the effect that,
upon the execution and delivery of the Acknowledgment of Proposed Special
Servicer, the designated Person shall be bound by the terms of this Agreement
and, subject to customary limitations, that this Agreement shall be enforceable
against the designated Person in accordance with its terms. Any existing Special
Servicer shall be deemed to have resigned simultaneously with such designated
Person's becoming the Special Servicer hereunder; provided, however, that (i)
the resigning Special Servicer shall continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the effective
date of such resignation, whether in respect of Servicing Advances or otherwise,
(ii) if the resigning Special Servicer was terminated without cause, it shall be
entitled to a portion of certain Workout Fees thereafter payable with respect to
the Corrected Loans (but only if and to the extent permitted by Section 3.11(b))
and (iii) the resigning Special Servicer shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such resignation. Such resigning
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of the resigning Special Servicer's
responsibilities and rights hereunder, including the transfer within two
Business Days to the replacement Special Servicer for administration by it of
all cash amounts that shall at the time be or should have been credited by the
Special Servicer to a Custodial Account, a Servicing Account, a Reserve Account
or an REO Account or should have been delivered to the Master Servicer or that
are thereafter received with respect to Specially Serviced Loans and REO
Properties. The Trustee shall notify the other parties hereto, the
Certificateholders and the Companion Loan Noteholders of any termination of the
Special Servicer and appointment of a new Special Servicer in accordance with
this Section 6.09.

            Any out-of-pocket costs and expenses incurred in connection with the
removal of a Special Servicer and its replacement by a Person designated by the
Directing Holder that are not paid by the replacement Special Servicer shall be
paid by the Directing Holder. Notwithstanding anything herein to the contrary,
the Directing Holder with respect to any Loan Group shall be permitted to
replace the Special Servicer in accordance with this Agreement only with respect
to such related Loan Group.

            Section 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.

            The Master Servicer, the Special Servicer or any Affiliate of either
of them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the Companion Loan Noteholders, if the Loan Groups
are involved) to the proposal described in the written notice, and if the Master
Servicer or the Special Servicer shall act as proposed in the written notice
within 30 days, such action shall be deemed to comply with, but not modify, the
Servicing Standard. The Trustee shall be entitled to reimbursement from the
Master Servicer or the Special Servicer, as applicable, for the reasonable
expenses of the Trustee incurred pursuant to this paragraph. It is not the
intent of the foregoing provision that the Master Servicer or the Special
Servicer be permitted to invoke the procedure set forth herein with respect to
routine servicing matters arising hereunder, but rather only in the case of
unusual circumstances.

            Section 6.11 Certain Powers of the Directing Holder.

            (a) The Directing Holder will be entitled to advise the Special
Servicer with respect to the following actions of the Special Servicer in
connection with any Serviced Loan, subject to the consultation rights of certain
holders of certain Companion Loans, as further set forth in Section 6.11(e)
below. The Special Servicer will not be permitted to take any of the following
actions unless and until it has notified the applicable Directing Holder in
writing in capitalized, bold faced 14 point type containing the following
statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER
ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE
ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER,
MAY DELIVER A DEEMED APPROVAL NOTICE," and (b) if the Directing Holder fails to
either approve or reject said approval action within such five Business Day
period after receipt of the first notice, and having been provided with all
reasonably requested information with respect thereto, and the Special Servicer,
delivers the approval action request to the Directing Holder accompanied by a
second notice in capitalized, bold faced 14 point type containing the following
statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL
ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED
APPROVAL ACTION WITHIN FIVE BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED
APPROVED BY THE DIRECTING HOLDER," then, if the Directing Holder fails to
approve or reject such approval action within such second five Business Day
period (approval or rejection by notice by facsimile on the same day being
acceptable), then the Directing Holder's approval will be deemed to have been
given:

            (i) any proposed or actual foreclosure upon or comparable conversion
      (which may include acquisition as an REO Property) of the ownership of
      properties securing such of the Specially Serviced Loans as come into and
      continue in default or other enforcement action under the Loan documents;

            (ii) any modification, extension, amendment or waiver of a monetary
      term (including the timing of payments) or any material non-monetary term
      of a Mortgage Loan (including any material term relating to insurance or
      any prohibition on additional debt other than a determination to allow a
      Mortgagor to maintain insurance with a Qualified Insurer rated at least
      "A" from S&P and "A2" from Moody's despite a higher standard in the
      related Loan documents);

            (iii) any proposed or actual sale of an REO Property (other than in
      connection with the termination of the Trust Fund) for less than the
      Purchase Price;

            (iv) any acceptance of a discounted payoff of a Loan;

            (v) any determination to bring a Mortgaged Property or an REO
      Property into compliance with applicable environmental laws or to
      otherwise address Hazardous Materials located at a Mortgaged Property or
      an REO Property;

            (vi) any release of collateral for a Loan or any release of a
      Mortgagor or any guarantor under a Mortgage Loan (other than in accordance
      with the terms of such Loan (with no material discretion by the
      mortgagee), or upon satisfaction of, such Loan) (for the avoidance of
      doubt it is understood that the release of any reserve for the Mortgage
      Loans listed on Schedule X shall require the consent of the Controlling
      Class Directing Holder);

            (vii) any acceptance of substitute or additional collateral for a
      Loan (other than in accordance with the terms of such Loan (with no
      material discretion by the mortgagee));

            (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
      with respect to any Loan or consent to a transfer of the Mortgaged
      Property or interest in the Mortgagor (to the extent the mortgagee has the
      right to consent to such transfer);

            (ix) any acceptance of an assumption agreement releasing a Mortgagor
      or a guarantor from liability under a Loan;

            (x) any acceptance of a change in the property management company
      (provided that the unpaid principal balance of the related Mortgage Loan
      is greater than $5,000,000) or, if applicable, the hotel franchise for any
      Mortgaged Property;

            (xi) any extension of the maturity date of a Mortgage Loan, which
      results in the remaining term of any related ground lease (together with
      extensions at the sole option of the lender) being less than 10 years
      beyond the amortization term of such Mortgage Loan;

            (xii) any determination by the Special Servicer pursuant to clause
      (b), (c) or (d) of the definition of "Specially Serviced Loan" that a Loan
      has become a Specially Serviced Loan;

            (xiii) any extension by the Special Servicer of the maturity date of
      a Performing Serviced Loan pursuant to Section 3.21(d); and

            (xiv) taking any action to enforce rights with respect to a
      mezzanine lender under the related Co-Lender Agreement;

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole) (or, in the case of a Serviced Loan Group, to protect the
interests of the Certificateholders and the related Companion Loan Noteholder
(as a collective whole)), the Special Servicer may take any such action without
waiting for the applicable Directing Holder's response. As used in clauses (vi)
and (vii) above, the term "material discretion" shall mean that the relevant
decision regarding the release of collateral or the acceptance of substitute or
additional collateral, as applicable, is in the discretion of the mortgagee, and
such decision need not be based upon the satisfaction of specified objective
conditions, the satisfactory delivery of certain factual evidence or opinions or
the satisfaction of any other specified objective criteria that is set forth in
the related Mortgage Loan documents.

            In addition, the Directing Holder may direct the Special Servicer to
take, or to refrain from taking, any actions with respect to the servicing
and/or administration of a Specially Serviced Loan as the Directing Holder may
deem advisable or as to which provision is otherwise made herein subject to
Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the
Directing Holder with any information in the Special Servicer's possession with
respect to such matters, including its reasons for determining to take a
proposed action; provided that such information shall also be provided, in a
written format, to the Trustee, who shall make it available for review pursuant
to Section 8.14(b) and, insofar as a Loan Group is involved, for review by the
related Companion Loan Noteholders.

            The Special Servicer shall notify the applicable Directing Holder of
any release or substitution of collateral for a Specially Serviced Loan even if
such release or substitution is in accordance with such Loan.

            Notwithstanding anything herein to the contrary, if a Companion Loan
Noteholder is a Directing Holder it shall be permitted to exercise the powers of
a Directing Holder under this Agreement only with respect to its related Loan
Group.

            With respect to a Tier 3 Loan Group, the related Subordinate
Companion Loan Noteholder, so long as no Control Appraisal Event has occurred or
is continuing, will have the right to consult with the Special Servicer on a
non-binding basis with respect to certain actions set forth in the related
Co-Lender Agreement.

            With respect to the Investcorp Retail Portfolio Loan Group, the
holder of the Investcorp Retail Portfolio Pari Passu Companion Loan will have
the right to consult with the Special Servicer on a non-binding basis with
respect to certain actions set forth in the related Co-Lender Agreement.

            (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Directing Holder, as contemplated by
Section 6.11(a) or any other provision of this Agreement, or any party having
consultation rights under Section 6.11(e), may (and the Special Servicer shall
ignore and act without regard to any such advice, direction or objection that
the Special Servicer has determined, in its reasonable, good faith judgment,
would) require or cause the Special Servicer or Master Servicer to violate any
provision of this Agreement (exclusive of Section 6.11(a)) (including the
Special Servicer's obligation to act in accordance with the Servicing Standard),
the related Loan documents or the REMIC Provisions. Furthermore, the Special
Servicer shall not be obligated to seek approval from the Directing Holder for
any actions to be taken by the Special Servicer with respect to any particular
Specially Serviced Loan if:

            (i) the Special Servicer has, as provided in Section 6.11(a),
      notified the applicable Directing Holder in writing of various actions
      that the Special Servicer proposes to take with respect to the workout or
      liquidation of that Specially Serviced Loan; and

            (ii) for 60 days following the first such notice, such Directing
      Holder has objected to all of those proposed actions and has failed to
      suggest any alternative actions that the Special Servicer considers to be
      consistent with the Servicing Standard.

            (c) The Directing Holder will have no liability to the
Certificateholders (other than the Holders of the Controlling Class) or the
Companion Loan Noteholders for any action taken, or for refraining from the
taking of any action, or for errors in judgment; provided, however, that the
Directing Holder will not be protected against any liability to the Holders of
the Controlling Class 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 or duties. Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the
Directing Holder may, and is permitted hereunder to, have special relationships
and interests that conflict with those of Holders of one or more Classes of
Certificates; (ii) the Directing Holder may, and is permitted hereunder to, act
solely in the interests of the Holders of the Controlling Class; (iii) the
Directing Holder or its representative do not have any duties to the Holders of
any Class of Certificates other than the Controlling Class; (iv) the Directing
Holder may, and is permitted hereunder to, take actions that favor interests of
the Holders of the Controlling Class over the interests of the Holders of one or
more other Classes of Certificates; (v) the Directing Holder shall not be deemed
to have been negligent or reckless, or to have acted in bad faith or engaged in
willful misconduct, by reason of its having acted solely in the interests of the
Holders of the Controlling Class; and (vi) the Directing Holder shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Directing Holder, any Holder of the Controlling
Class or any director, officer, employee, agent or principal thereof for having
so acted.

            (d) The applicable Companion Loan Noteholders shall be entitled to
receive, upon request made to any party hereto, a copy of any notice or report
required to be delivered (upon request or otherwise) by such party to the
related Loan Group Directing Holder or the Trustee with respect to the related
Loan Group. Any such party shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing such copies.

            (e) In addition to the provisions of Section 6.11(a), with respect
to each of the Serviced Loan Groups the Special Servicer may not take any of the
actions set forth in Section 6.11(a)(i)-(xiv), without:

            (i) in the case of the Tier 3 Loan Group, so long as no Control
      Appraisal Event has occurred with respect to the related Loan, consulting,
      on a non-binding basis, with each Companion Loan Noteholder; and

            (ii) in the case of the Investcorp Retail Portfolio Loan Group,
      consulting, on a non-binding basis, with each holder of the Investcorp
      Retail Portfolio Pari Passu Companion Loan.

            In connection with the consultation rights set forth in this Section
6.11(e) above:

            (1)   the Special Servicer shall deliver to the holder of such
                  consultation rights the same notice and information to be
                  provided to the Directing Holder in accordance with Section
                  6.11(a);

            (2)   the party entitled to such consultation rights shall have an
                  opportunity to consult with the Special Servicer for a period
                  of 10 Business Days from the initial notice of the related
                  action; and

            (3)   if the Special Servicer determines that it needs to take
                  immediate action and cannot wait until the consultation period
                  set forth above expires, then, in such case, the Special
                  Servicer, in accordance with the Servicing Standard, may take
                  such action prior to the expiration of such consultation
                  period.

                                  ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to deposit into a Custodial
      Account, any amount required to be so deposited or remitted by it under
      this Agreement, which failure continues unremedied for one Business Day
      following the date on which a deposit or remittance was first required to
      be made; or

            (ii) any failure by the Special Servicer to deposit into an REO
      Account or to deposit into, or to remit to the Master Servicer for deposit
      into, a Custodial Account, any amount required to be so deposited or
      remitted under this Agreement, which failure continues unremedied for one
      Business Day following the date on which a deposit or remittance was first
      required to be made; or

            (iii) any failure by the Master Servicer to deposit into, or remit
      to the Trustee for deposit into, the Distribution Account, any amount
      (including any P&I Advances and any amounts to cover Prepayment Interest
      Shortfalls) required to be so deposited or remitted by it under this
      Agreement, which failure continues unremedied until 11:00 a.m. (New York
      City time) on the applicable Distribution Date, or any failure by the
      Master Servicer to make, on a timely basis, the required payments to the
      applicable Companion Loan Noteholder on any Master Servicer Remittance
      Date, which failure continues unremedied until 11:00 a.m. (New York City
      time) on the first Business Day after such remittance date; or

            (iv) any failure by the Master Servicer to timely make any Servicing
      Advance required to be made by it hereunder, which Servicing Advance
      remains unmade for a period of three Business Days following the date on
      which notice of such failure shall have been given to the Master Servicer
      by the Trustee or any other parties hereunder; or

            (v) any failure on the part of the Master Servicer or the Special
      Servicer duly to observe or perform in any material respect any other
      covenants or agreements on the part of the Master Servicer or the Special
      Servicer, as the case may be, contained in this Agreement, which continues
      unremedied for a period of 30 days (15 days in the case of payment of
      insurance premiums or the date on which any required insurance coverage
      terminates, if such premiums are not paid, whichever date is earlier)
      after the date on which written notice of such failure, requiring the same
      to be remedied, shall have been given to the Master Servicer or the
      Special Servicer, as the case may be, by any other party hereto or to the
      Master Servicer or the Special Servicer, as the case may be (with a copy
      to each other party hereto), by any Companion Loan Noteholder (if affected
      thereby) or the Holders of Certificates entitled to at least 25% of the
      Voting Rights, provided, however, that with respect to any such failure
      which is not curable within such 30-day period, the Master Servicer or the
      Special Servicer, as the case may be, shall have an additional cure period
      of 30 days to effect such cure so long as the Master Servicer or the
      Special Servicer, as the case may be, has commenced to cure such failure
      within the initial 30-day period and has provided the Trustee and, if
      affected thereby, any Companion Loan Noteholder with an Officer's
      Certificate certifying that it has diligently pursued, and is diligently
      continuing to pursue, a full cure; or

            (vi) any breach on the part of the Master Servicer or the Special
      Servicer of any of its representations or warranties contained in this
      Agreement that materially and adversely affects the interests of any Class
      of Certificateholders or the Companion Loan Noteholders and which breach
      continues unremedied for a period of 30 days after the date on which
      written notice of such breach, requiring the same to be remedied, shall
      have been given to the Master Servicer or the Special Servicer, as the
      case may be, by any other party hereto or to the Master Servicer or the
      Special Servicer, as the case may be (with a copy to each other party
      hereto), by the Companion Loan Noteholders (if affected thereby) or the
      Holders of Certificates entitled to at least 25% of the Voting Rights,
      provided, however, that with respect to any such breach which is not
      curable within such 30-day period, the Master Servicer or the Special
      Servicer, as the case may be, shall have an additional cure period of 30
      days so long as the Master Servicer or the Special Servicer, as the case
      may be, has commenced to cure such breach within the initial 30-day period
      and provided the Trustee and the Companion Loan Noteholders with an
      Officer's Certificate certifying that it has diligently pursued, and is
      diligently continuing to pursue, a full cure; or

            (vii) 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 Master 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

            (viii) the Master 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 it or
      of or relating to all or substantially all of its property; or

            (ix) the Master 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

            (x) one or more ratings assigned by Moody's to the Certificates has
      been qualified, downgraded or withdrawn, or otherwise made the subject of
      a "negative" credit watch (and such "watch status" placement shall not
      have been withdrawn within 60 days of the date such servicing officer
      obtained actual knowledge), which Moody's has determined and given notice
      in writing (including through a publication or newsletter) or
      electronically (including through an internet website), is solely or in
      material part a result of the Master Servicer or Special Servicer, as the
      case may be, acting in such capacity; or

            (xi) the Master Servicer or the Special Servicer is removed from
      S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer
      or U.S. Commercial Mortgage Special Servicer, as the case may be, and is
      not restored to such status on such list within 60 days;

            (xii) with respect to any Serviced Companion Loan (1) the Master
      Servicer has been removed from S&P's Select Servicer List as a U.S.
      Commercial Mortgage Master Servicer and any of the ratings assigned to any
      Companion Loan Securities have been qualified, downgraded or withdrawn in
      connection with such removal and the Master Servicer is not reinstated on
      such list within 60 days; or (2) a servicing officer of the Master
      Servicer obtains actual knowledge that the continuation of the Master
      Servicer in such capacity for such Serviced Companion Loan would result in
      the downgrade, qualification or withdrawal of any rating then assigned by
      Moody's to any Companion Loan Securities and such notice is not withdrawn
      within 60 days; or

            (xiii) the Master Servicer, or any primary servicer or Sub-Servicer
      appointed by the Master Servicer after the Closing Date (but excluding any
      Sub-Servicer set forth on Exhibit T or appointed pursuant to this Article
      VII), shall fail to deliver during any period in which the Trust is
      subject to the reporting requirements of the Exchange Act the items
      required to be delivered by this Agreement to enable the Trustee or
      Depositor to comply with the Trust's reporting obligations under the
      Exchange Act within the applicable grace period set forth in Article XI.

            When a single entity acts as the Master Servicer and the Special
Servicer, an Event of Default in one capacity shall constitute an Event of
Default in the other capacity.

            (b) If any Event of Default described in clauses (i)-(ix), (xi),
(xii) and (xiii) of subsection (a) above shall occur with respect to the Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, the Trustee shall, by notice in
writing to the Defaulting Party (with a copy of such notice to each other party
hereto and the Rating Agencies) terminate, subject to Section 7.01(d), all of
the rights and obligations (but not the liabilities for actions and omissions
occurring prior thereto) of the Defaulting Party under this Agreement and in and
to the Trust Fund and the Companion Loans, other than its rights, if any, as a
Certificateholder hereunder or as the holder of the Companion Loans or any
interest therein and any rights or obligations that accrued prior to the date of
such termination (including the right to receive all amounts accrued or owing to
it under this Agreement, the right to the benefits of Section 6.03
notwithstanding any such termination, and with respect to the initial Master
Servicer (or its third party assignee), the right to receive the Excess
Servicing Strip, and with respect to the Special Servicer, the continuing right
to receive any Workout Fee subsequent to its termination as Special Servicer,
pursuant to Section 3.12(b) and any successor Special Servicer shall not be
entitled to such Workout Fee received by the terminated Special Servicer).

            If any Event of Default described in clause (x) of subsection (a)
above shall occur with respect to the Master Servicer or the Special Servicer
(in either case, under such circumstances, for purposes of this Section 7.01(b),
the "Defaulting Party"), the Trustee shall, by notice in writing (to be sent
immediately by facsimile transmission) to the Defaulting Party (with a copy of
such notice to each other party hereto and the Rating Agencies), terminate,
subject to Section 7.01(d), all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund and the Companion Loans,
other than its rights, if any, as a Certificateholder hereunder or as the holder
of the Companion Loans or any interest therein, within 30 days following the
occurrence of such Event of Default.

            From and after the receipt by the Defaulting Party of such written
notice of termination, 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), the Loans (other than as a holder thereof or any interest
therein) or otherwise, shall pass to and be vested in the Trustee 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 Loans and
related documents, or otherwise.

            The Master Servicer and the 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 ten Business Days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records, including those
in electronic form, requested thereby to enable the Trustee to assume the Master
Servicer's or Special Servicer's, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master
Servicer's or Special Servicer's, as the case may be, responsibilities and
rights hereunder, including (i) if the Master Servicer is the Defaulting Party,
the immediate transfer to the Trustee or a successor Master Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer to a Custodial Account, the
Distribution Account, the Defeasance Deposit Account, a Servicing Account or a
Reserve Account or that are thereafter received by or on behalf of it with
respect to any Loan or (ii) if the Special Servicer is the Defaulting Party, the
transfer within two Business Days to the Trustee or a successor Special Servicer
for administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to an REO Account, a Custodial
Account, a Servicing Account or a Reserve Account or should have been delivered
to the Master Servicer or that are thereafter received by or on behalf of it
with respect to any Loan or REO Property; provided, however, that the Master
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 or otherwise, and it shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such termination.

            Any cost or expenses in connection with any actions to be taken by
any party hereto pursuant to the prior paragraph shall be borne by the
Defaulting Party and if not paid by the Defaulting Party within 90 days after
the presentation of reasonable documentation of such costs and expenses, such
expense shall be reimbursed by the Trust Fund; provided, however, that the
Defaulting Party shall not thereby be relieved of its liability for such
expenses. For purposes of this Section 7.01 and also for purposes of Section
7.03(b), the Trustee shall not be deemed to have knowledge of an event which
constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default unless a Responsible Officer of the Trustee
assigned to and working in the Trustee's Corporate Trust Office has actual
knowledge thereof or unless notice of any event which is in fact such an Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

            (c) In the case of an Event of Default under Section 7.01(a)(x),
(xi) or (xii) of which the Trustee has notice, the Trustee shall provide written
notice thereof to the Master Servicer promptly upon receipt of such notice.
Notwithstanding Section 7.01(b), if the Master Servicer receives a notice of
termination under Section 7.01(b) solely due to an Event of Default under
Section 7.01(a)(x) or (xi) and if the terminated Master Servicer provides the
Trustee with the appropriate "request for proposal" materials within five
Business Days following such termination, then the Master Servicer shall
continue to serve in such capacity hereunder until a successor thereto is
selected in accordance with this Section 7.01(c) or the expiration of 45 days
from the Master Servicer's receipt of the notice of termination, whichever
occurs first.

            Upon receipt of such "request for proposal" materials from the
terminated Master Servicer, the Trustee shall promptly thereafter (using such
"request for proposal" materials) solicit good faith bids for the rights to
master service the Loans under this Agreement from at least three (3) Persons
qualified to act as a successor Master 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 Master 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 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
Master Servicer, and to agree to be bound by the terms hereof, within 45 days
after the receipt of notice of termination by the terminated Master Servicer.
The Trustee shall solicit bids, in each case, subject to the rights of the
holder of Excess Servicing Strip and the rights of the Brokers to receive the
Broker Strip Fees with respect to the Broker Strip Loans and subject to Section
3.11(a): (i) on the basis of such successor Master Servicer retaining all
Sub-Servicers to continue the primary servicing of the Loans pursuant to the
terms of the respective Sub-Servicing Agreements and to enter into a
Sub-Servicing Agreement with the terminated Master Servicer to sub-service each
of the Loans not subject to a Sub-Servicing Agreement at a sub-servicing fee
rate per annum equal to the Master Servicing Fee Rate minus one (1) basis point
per Loan serviced (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 3.23 (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 Master Servicer hereunder. The
Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master 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 Master Servicer as contemplated above) no later than 45 days
after the receipt of notice of termination by the terminated Master Servicer.

            Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

            The terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to service the Loans, which expenses are not reimbursed to the party that
incurred such expenses pursuant to the preceding paragraph.

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 45 days after the terminated Master Servicer
received written notice of termination or no Successful Bidder was identified
within such 45-day period, the terminated Master Servicer shall reimburse the
Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee in
connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

            (d) Other than with respect to any Loan which is serviced by the
Primary Servicer (unless the Primary Servicer is in default under the related
Primary Servicing Agreement and such default results in the ability to terminate
the Primary Servicer under the provisions of the Primary Servicing Agreement)
and notwithstanding Section 7.01(b), if any Event of Default on the part of the
Master Servicer occurs that affects a Companion Loan Noteholder and the Master
Servicer is not otherwise terminated in accordance with Section 7.01(b), or an
Event of Default on the part of the Master Servicer occurs that affects only one
or more of the Companion Loans, the Master Servicer may not be terminated in
accordance with Section 7.01(b), but, at the direction of the related Companion
Loan Noteholder, the Trustee shall require the Master Servicer to appoint,
within 30 days of the Trustee's request, a Sub-Servicer (or, if the Loan Groups
are currently being sub-serviced, to replace, within 30 days of the Trustee's
request, the then-current Sub-Servicer with a new Sub-Servicer) with respect to
the related Loan Group. In connection with the Master Servicer's appointment of
a Sub-Servicer at the request of the Trustee in accordance with this Section
7.01(d), the Master Servicer shall obtain written confirmation from each Rating
Agency that such appointment will not result in an Adverse Rating Event with
respect to the Certificates or any Companion Loan Securities. The related
Sub-Servicing Agreement shall satisfy all of the requirements set forth in
Section 3.23(a). Further, such Sub-Servicing Agreement shall provide that any
Sub-Servicer appointed by the Master Servicer at the request of the Trustee in
accordance with this Section 7.01(d) shall be responsible for all duties, and
shall be entitled to all compensation, of the Master Servicer under this
Agreement with respect to the related Loan Group, except that the Master
Servicer shall be entitled to retain a portion of the Master Servicing Fee for
the Mortgage Loan in the related Loan Group calculated at 0.01% per annum. Such
Sub-Servicing Agreement shall also provide that (i) such Sub-Servicing Agreement
may be terminated without cause and without the payment of any fee and (ii) such
Sub-Servicer shall agree to become the master servicer under a separate
servicing agreement for the applicable Loan Group in the event that the
applicable Loan Group is no longer to be serviced and administered hereunder,
which separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except
for the fact that the applicable Loan Group and the related Loan Group Mortgaged
Properties shall be the sole assets serviced and administered thereunder and the
sole source of funds thereunder. If any Sub-Servicer appointed by the Master
Servicer at the request of the Trustee in accordance with this Section 7.01(d)
shall at any time resign or be terminated, the Master Servicer shall be required
to promptly appoint a substitute Sub-Servicer, which appointment shall not
result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities (as evidenced in writing by each Rating Agency). In
the event that a successor Master Servicer is acting hereunder and that
successor Master Servicer desires to terminate the Sub-Servicer appointed under
this Section 7.01(d), the terminated Master Servicer that was responsible for
the Event of Default that led to the appointment of such Sub-Servicer shall be
responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09 or Section 7.01(c), be the successor in
all respects to the Master Servicer or the Special Servicer, as the case may be,
in its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall have all (and the former Master Servicer or the
Special Servicer, as the case may be, shall cease to have any) of the
responsibilities, duties and liabilities of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, if the Master
Servicer is the resigning or terminated party, the Master Servicer's obligation
to make P&I Advances, including in connection with any termination of the Master
Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade
P&I Advances that gave rise to such Event of Default; provided that any failure
to perform such duties or responsibilities caused by the Master Servicer's or
the Special Servicer's, as the case may be, failure to provide information or
monies required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder (except as set forth in
Section 3.11(a) and Section 3.11(b)). Notwithstanding the above, the Trustee
may, if it shall be unwilling to so act as either Master Servicer or Special
Servicer, as the case may be, or shall, if it is unable to so act as either
Master Servicer or Special Servicer, as the case may be, or if the Trustee is
not approved as a master servicer or a special servicer, as the case may be, by
any of the Rating Agencies, or if the Holders of Certificates entitled to a
majority 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 as the successor to the
resigning or terminated Master Servicer or the Special Servicer, as the case may
be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the resigning or terminated Master Servicer or the
Special Servicer, as the case may be, hereunder; provided, however, that no such
appointee shall succeed to the rights and obligations of the Master Servicer or
Special Servicer hereunder unless (i) as confirmed in writing by each of the
Rating Agencies, such succession will not result in an Adverse Rating Event, and
(ii) such appointee makes the applicable representations and warranties set
forth in Section 3.24; and provided, further, that in the case of a resigning or
terminated Special Servicer, such appointment shall be subject to the rights of
the Holders of Certificates evidencing a majority of the Voting Rights allocated
to the Controlling Class to designate a successor pursuant to Section 6.09. No
appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to such party
of all its responsibilities, duties and liabilities under this Agreement.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Loans as it and such successor shall agree,
subject to the terms of this Agreement limiting the use of funds Received in
respect of a Loan Group to matters related to such Loan Group; provided,
however, that no such compensation shall be in excess of that permitted the
resigning or terminated party hereunder. Such successor and the other parties
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

            Section 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and the
Master Servicer shall give prompt written notice thereof to the Companion Loan
Noteholders.

            (b) Not later than 10 days after a Responsible Officer of the
Trustee has notice of the occurrence of any event which constitutes or, with
notice or lapse of time or both, would constitute an Event of Default, the
Trustee shall transmit by mail to the Depositor, all the Certificateholders, the
Companion Loan Noteholders (to the extent the Trustee has received their
respective contact information from the Master Servicer, who shall provide such
information to the Trustee upon request) and the Rating Agencies notice of such
occurrence, unless such default shall have been cured.

            Section 7.04 Waiver of Events of Default.

            The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder, together with the Companion Loan Noteholders (if adversely affected
by such Event of Default), may waive such Event of Default; provided, however,
that an Event of Default under any of clauses (i), (ii), (iii), (x), (xi) and
(xii) of Section 7.01(a) may be waived only by all of the Certificateholders of
the affected Classes, together with the Companion Loan Noteholders, if any, that
is affected by such Event of Default. 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. 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 Voting Rights with respect to
the matters described above.

            The foregoing paragraph notwithstanding, if the Holders representing
at least the requisite percentage of the Voting Rights allocated to each
affected Class of Certificates desire to waive an Event of Default by the Master
Servicer, but either a Companion Loan Noteholder (in each case if adversely
affected thereby) does not wish to waive that Event of Default, then those
Holders may still waive that default, and the applicable Companion Loan
Noteholder, will be entitled to request that the Master Servicer appoint, within
60 days of the Companion Loan Noteholder's request, as applicable, a
Sub-Servicer (or, if the applicable Loan Group is currently being subserviced,
to replace, within 60 days of the Companion Loan Noteholder's request, the
then-current Sub-Servicer (other than with respect to any Loan which is serviced
by the Primary Servicer (unless the Primary Servicer is in default under the
related Primary Servicing Agreement and such default results in the ability to
terminate the Primary Servicer under the provisions of the Primary Servicing
Agreement)) with a new Sub-Servicer) with respect to the applicable Loan Group.
In connection with the Master Servicer's appointment of a Sub-Servicer at the
request of a Companion Loan Noteholder in accordance with this Section 7.04, the
Master Servicer shall obtain written confirmation from each Rating Agency that
such appointment will not result in an Adverse Rating Event with respect to the
Certificates or any Companion Loan Securities. The related Sub-Servicing
Agreement shall provide that any Sub-Servicer appointed by the Master Servicer
at the request of a Companion Loan Noteholder in accordance with this Section
7.04 shall be responsible for all duties, and shall be entitled to all
compensation, of the Master Servicer under this Agreement with respect to the
applicable Loan Group, except that the Master Servicer shall be entitled to
retain a portion of the Master Servicing Fee for the Mortgage Loan in the Loan
Group calculated at 0.01% per annum. Such Sub-Servicing Agreement shall also
provide that (i) such Sub-Servicing Agreement may be terminated without cause
and without the payment of any fee and (ii) such Sub-Servicer shall become the
master servicer under a separate servicing agreement for the applicable Loan
Group in the event that the Loan Group is no longer to be serviced and
administered hereunder, which separate servicing agreement shall contain
servicing and administration, limitation of liability, indemnification and
servicing compensation provisions substantially similar to the corresponding
provisions of this Agreement, except for the fact that the applicable Loan Group
and the Loan Group Mortgaged Properties shall be the sole assets serviced and
administered thereunder and the sole source of funds thereunder. Such
Sub-Servicer (i) may be terminated without cause and without the payment of any
fee and (ii) shall meet the requirements of Section 3.23. If any Sub-Servicer
appointed by the Master Servicer at the request of the Companion Loan Noteholder
in accordance with this Section 7.04 shall at any time resign or be terminated,
the Master Servicer shall be required to promptly appoint a substitute
Sub-Servicer, which appointment shall not result in an Adverse Rating Event (as
evidenced in writing by each Rating Agency). In the event a successor Master
Servicer is acting hereunder and that successor Master Servicer desires to
terminate the Sub-Servicer appointed under this Section 7.04, the terminated
Master Servicer that was responsible for the Event of Default that led to the
appointment of such Sub-Servicer shall be responsible for all costs incurred in
connection with such termination, including the payment of any termination fee.

            Section 7.05 Additional Remedies of Trustee Upon Event of Default.

            During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust and on behalf of the Companion Loan Noteholders, to
take all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the
rights and remedies, of the Certificateholders and the Companion Loan
Noteholders (including the institution and prosecution of all judicial,
administrative and other proceedings and the filings of proofs of claim and debt
in connection therewith). Except as otherwise expressly provided in this
Agreement, no remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default.

                                  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 waiver 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; provided that if the Trustee is acting as Master Servicer or
Special Servicer, it shall act in accordance with the Servicing Standard. 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 take such action as it deems appropriate to
have the instrument corrected. 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 Master
Servicer or the Special Servicer, 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 misconduct; 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 personally 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;

            (iii) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the terms of this Agreement and the direction of any
      Directing Holder, Controlling Class or 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; and

            (iv) The protections, immunities and indemnities afforded to the
      Trustee hereunder shall also be available to it in its capacity as
      Authenticating Agent, Certificate Registrar, Tax Administrator and
      Custodian.

            Section 8.02 Certain Matters Affecting Trustee.

            Except as otherwise provided in Section 8.01 and Article X:

            (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, except as provided in
      Section 10.01, 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; except as provided in Section 10.01,
      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 personally 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, and
      except as may be provided in Section 10.01, 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 25% 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 against such expense or
      liability as a condition to taking any such action;

            (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 Trustee shall remain responsible
      for all acts and omissions of such agents or attorneys within the scope of
      their employment to the same extent as it is responsible for its own
      actions and omissions hereunder; and

            (vii) the Trustee shall not be responsible for any act or omission
      of the Master Servicer or the Special Servicer (unless the Trustee is
      acting as Master Servicer or the Special Servicer) or the Depositor.

            Section 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Loans.

            The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee in Article II and Section 8.16 and the
signature of the Certificate Registrar and the Authenticating Agent set forth on
each outstanding Certificate, shall not be taken as the statements of the
Trustee, and the Trustee shall not assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16, the Trustee makes no
representations as to the validity or sufficiency of this Agreement or of any
Certificate (other than as to the signature of the Trustee set forth thereon) or
of any 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 a Custodial Account or
any other account by or on behalf of the Depositor, the Master 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 Master 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 or any agent of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Certificates with (except as
otherwise provided in the definition of "Certificateholder") the same rights it
would have if it were not the Trustee or such agent.

            Section 8.05 Fees and Expenses of Trustee; Indemnification of and by
Trustee.

            (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Distribution Account, prior to any distributions
to be made therefrom on such date, and pay to itself the Trustee Fee for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, as compensation for all services rendered by the Trustee 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. The Trustee Fees
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole compensation for such services to be rendered by it.

            (b) The Trustee (whether individually or in its capacity as Trustee)
and any director, officer, employee or agent of the Trustee shall be entitled to
be indemnified for and held harmless by the Trust Fund against any loss,
liability or reasonable "out-of-pocket" expense (including costs and expenses
incurred in connection with removal of the Special Servicer and Master Servicer
pursuant to Sections 7.01 and 7.02, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement)
arising out of, or incurred in connection with, this Agreement or the
Certificates ("Trustee Liability"); provided that such loss, liability or
expense constitutes an "unanticipated expense" within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii); and provided, further, 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 (1) any liability
specifically required to be borne thereby pursuant to the terms of this
Agreement, or (2) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of, or the negligent
disregard of, the Trustee's obligations and duties hereunder, or as may arise
from a breach of any representation, warranty or covenant of the Trustee made
herein, or (3) any loss, liability or expense that constitutes allocable
overhead. The provisions of this Section 8.05(b) and of Section 8.05(c) shall
survive any resignation or removal of the Trustee and appointment of a successor
trustee.

            (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

            (d) The Trustee shall indemnify and hold harmless the Trust Fund
against any losses arising out of any errors made solely by the Trustee in
calculating distributions to be made hereunder and any other calculation or
reporting hereunder (in each case not attributable to information provided to
the Trustee by the Master Servicer or the Special Servicer); provided that such
loss arose by reason of willful misfeasance, bad faith or negligence on the part
of the Trustee. The provisions of this Section 8.05(d) shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.

            Section 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be a bank, a trust company,
an association or a corporation organized and doing business under the laws of
the United States of America or any state thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state banking authority. If such bank, trust company, association or
corporation 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 bank,
trust company, association or corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall at all times maintain a long-term unsecured debt
rating of at least "Aa3" by Moody's and "AA-" by S&P (or "A+" by S&P if the
short-term unsecured debt rating of the Trustee is rated at least "A-1" by S&P)
(or, in the case of either Rating Agency, such other rating as shall not result
in an Adverse Rating Event with respect to the Certificates or any Companion
Loan Securities, as confirmed in writing by such Rating Agency). The Trustee's
acting in such capacity shall not adversely affect the application of the
Prohibited Transaction Exemption to the Investment Grade Certificates. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.07; provided that if the Trustee shall cease to be
so eligible because its combined capital and surplus is no longer at least
$50,000,000, and if the Trustee proposes to the other parties hereto to enter
into an agreement with (and reasonably acceptable to) each of them, and if in
light of such agreement the Trustee's continuing to act in such capacity would
not (as evidenced in writing by each Rating Agency) cause an Adverse Rating
Event, then upon the execution and delivery of such agreement the Trustee shall
not be required to resign, and may continue in such capacity, for so long as
none of the ratings assigned by the Rating Agencies to the Certificates is
adversely affected thereby. The bank, trust company, corporation or association
serving as Trustee may have normal banking and trust relationships with the
Depositor, the Master Servicer, the Special Servicer and their respective
Affiliates.

            Section 8.07 Resignation and Removal of 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
Master Servicer, the Special Servicer, all Certificateholders and the Companion
Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee acceptable to the Depositor 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 Master Servicer, the Special Servicer, the Certificateholders
and the Companion Loan Noteholders 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 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 Master
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 deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days after receipt of written notice by the Trustee of such failure, or if a tax
is imposed or threatened with respect to the Trust Fund by any state in which
the Trustee is located or in which it holds any portion of the Trust Fund, then
the Depositor may remove the Trustee and appoint a successor trustee acceptable
to the Depositor and the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Companion Loan
Noteholders by the successor trustee so appointed.

            (c) The Holders of Certificates entitled to 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor trustee so appointed. A copy of such instrument shall be
delivered to the Depositor, the Special Servicer, the remaining
Certificateholders and the Companion Loan Noteholders by the successor trustee
so appointed.

            (d) In the event that the Trustee is terminated or removed pursuant
to this Section 8.07, all of its rights and obligations under this Agreement and
in and to the Loans shall be terminated, other than any rights or obligations
that accrued prior to the date of such termination or removal (including the
right to receive all fees, expenses and other amounts (including P&I Advances
and any accrued interest thereon) accrued or owing to it under this Agreement,
with respect to periods prior to the date of such termination or removal, and no
termination without cause shall be effective until the payment of such amounts
to the Trustee).

            (e) 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.

            (f) Following the Closing Date, for so long as the Trust is subject
to the reporting requirements of the Exchange Act, the Trustee may not appoint
any sub-servicer that is or could become a Reporting Servicer without the prior
written consent of the Depositor, which consent shall not be unreasonably
withheld.

            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 Master Servicer,
the Special Servicer and to the 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 (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within ninety (90) days after they are incurred, at the
expense of the Trust, provided that such Certificateholders shall remain liable
to the Trust for such expenses) 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 third-party Custodian, which Custodian shall become the agent
of the successor trustee), and the Depositor, the Master 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, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor, the Master Servicer, the
Special Servicer, the Certificateholders and the Companion Loan Noteholders.

            (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
8.07(a), shall be paid by: (i) the predecessor Trustee, if such predecessor
Trustee has resigned in accordance with Section 8.07(a) or has been removed in
accordance with Sections 8.07(b); (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 entity into which the Trustee may be merged or converted, or
with which the Trustee may be consolidated, or any entity resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any entity succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided (i) such entity shall be
eligible under the provisions of Section 8.06 or Section 8.17, as applicable,
and (ii) for so long as the Trust is subject to the reporting requirements of
the Exchange Act, shall have been consented to by the Depositor (which consent
shall not be unreasonably withheld) 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.

            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 Master Servicer and 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 Master 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 vested therein pursuant to
the applicable instrument of appointment and this Section 8.10, 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.

            Section 8.11 Appointment of Custodians.

            The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
a Mortgage Loan Seller or any Affiliate of any of them. Neither the Master
Servicer nor the Special Servicer shall have any duty to verify that any such
Custodian is qualified to act as such in accordance with the preceding sentence.
The Trustee may enter into agreements to appoint a Custodian which is not the
Trustee, provided that such agreement: (i) is consistent with this Agreement in
all material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
Trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
does not permit the Custodian any rights of indemnification that may be
satisfied out of assets of the Trust Fund. 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. In the absence of any other Person appointed in accordance herewith
acting as Custodian, the Trustee agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the
Trustee is no longer the Custodian, any provision or requirement herein
requiring notice or any information or documentation to be provided to the
Custodian shall be construed to require that such notice, information or
documents also be provided to the Trustee. Any Custodian hereunder shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement and, in any event, satisfying the same requirements (including as to
the insurer) as are applicable to any such bond or policy required to be
maintained by the Master Servicer pursuant to Section 3.07.

            Section 8.12 Appointment of Authenticating Agents.

            (a) The Trustee may appoint at the Trustee's expense an
Authenticating Agent, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Authenticating Agent. In the absence of any other Person
appointed in accordance herewith acting as Authenticating Agent, the Trustee
hereby agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Authenticating Agent, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Authenticating Agent
shall be construed to require that such notice, information or documentation
also be provided to the Trustee.

            (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            (c) Any Authenticating Agent appointed in accordance with this
Section 8.12 may at any time resign by giving at least 30 days' advance written
notice of resignation to the Trustee, the Master Servicer, the Special Servicer
and the Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent appointed in accordance with this Section 8.12 by giving
written notice of termination to such Authenticating Agent, the Master Servicer
and the Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.12, the Trustee may
appoint a successor Authenticating Agent, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.12. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.

            Section 8.13 Appointment of Tax Administrators.

            (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

            (b) Any Person into which any Tax Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without the execution
or filing of any paper or any further act on the part of the Trustee or the Tax
Administrator.

            (c) Any Tax Administrator appointed in accordance with this Section
8.13 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any Tax
Administrator appointed in accordance with this Section 8.13 by giving written
notice of termination to such Tax Administrator, the Master Servicer, and the
Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.13, the Trustee may
appoint a successor Tax Administrator, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Special Servicer
and the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Tax Administrator shall be
appointed unless eligible under the provisions of this Section 8.13. Any
successor Tax Administrator upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Tax
Administrator.

            Section 8.14 Access to Certain Information.

            (a) The Trustee shall afford to the Master Servicer, the Special
Servicer and the Depositor, and to the OTS, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, access to any documentation regarding the Loans within its
control that may be required to be provided by this Agreement or by applicable
law. Such access shall be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the Trustee
designated by it.

            (b) The Trustee shall maintain in its possession and, upon
reasonable prior written request and during normal business hours, shall make
available at its offices for review by the Depositor, the Rating Agencies, the
Companion Loan Noteholders and their designees, the Controlling Class Directing
Holder and, subject to the succeeding paragraph, any Certificateholder,
Certificate Owner or Person identified to the Trustee as a prospective
Transferee of a Certificate or an interest therein, originals and/or copies of
the following items: (i) the Prospectus, any private placement memorandum and
any other disclosure document relating to the Certificates, in the form most
recently provided to the Trustee by the Depositor or by any Person designated by
the Depositor; (ii) this Agreement, each Sub-Servicing Agreement delivered to
the Trustee since the Closing Date; (iii) all Certificateholder Reports made
available to Certificateholders pursuant to Section 4.02(a) since the Closing
Date; (iv) all annual statements delivered to the Trustee since the Closing Date
pursuant to Section 11.09 and Section 11.10; (v) all annual independent public
accountants' servicing reports caused to be delivered by or on behalf of the
Master Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date pursuant to Section 11.11; (vi) any and all notices and reports
delivered to the Trustee with respect to any Mortgaged Property 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; (vii) each of the Mortgage Files, including any and all
modifications, extensions, waivers and amendments of the terms of a Loan entered
into or consented to by the Special Servicer and delivered to the Trustee
pursuant to Section 3.21; (viii) the most recent appraisal for each Mortgaged
Property and REO Property that has been delivered to the Trustee (each appraisal
obtained hereunder with respect to any Mortgaged Property or REO Property to be
delivered to the Trustee by the Master Servicer or Special Servicer, as
applicable, promptly following its having been obtained); (ix) any and all
Officer's Certificates and other evidence delivered to or by the Trustee to
support its, the Master Servicer's or the Special Servicer's, as the case may
be, determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance; (x) any and all information provided to the Trustee pursuant to Section
6.11(a); (xi) the Schedule of Exceptions to Mortgage File Delivery prepared by
the Trustee pursuant to Section 2.02(a) and any exception report prepared by the
Trustee pursuant to Section 2.02(b); (xii) all notices of a breach of
representation and warranty given by or received by the Trustee with respect to
any party hereto; (xiii) any Officer's Certificate delivered to the Trustee by
the Special Servicer in connection with a Final Recovery Determination pursuant
to Section 3.09(h). The Trustee shall provide copies of any and all of the
foregoing items upon written request of any of the parties set forth in the
previous sentence; however, except in the case of the Rating Agencies, the
Trustee shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies. Upon the reasonable
request of any Certificateholder, or any Certificate Owner identified to the
Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from
the Master Servicer copies (at the expense of such Certificateholder or
Certificate Owner if the Master Servicer or Special Servicer charges a fee to
cover the reasonable cost of making such copies available) of any inspection
reports prepared by the Master Servicer or the Special Servicer, copies of any
operating statements, rent rolls and financial statements obtained by the Master
Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such
items available to the requesting Certificateholder or Certificate Owner.

            (c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).

            Section 8.15 [Reserved].

            Section 8.16 Representations and Warranties of Trustee.

            (a) The Trustee hereby represents and warrants to the Master
Servicer, the Special Servicer and the Depositor and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

            (i) The Trustee is a national banking association duly organized,
      validly existing and in good standing under the laws of the United States
      of America.

            (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) Except to the extent that the laws of certain jurisdictions in
      which any part of the Trust Fund may be located require that a co-trustee
      or separate trustee be appointed to act with respect to such property as
      contemplated by Section 8.10, 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 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 (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, including, but not limited to, its responsibility
      to make P&I Advances if the Master Servicer fails to make a P&I Advance,
      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 that, if determined adversely to
      the Trustee, 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.

            (vii) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by the Trustee of or compliance by the Trustee with this
      Agreement, or the consummation of the transactions contemplated by this
      Agreement, has been obtained and is effective, except where the lack of
      consent, approval, authorization or order would not have a material
      adverse effect on the performance by the Trustee under this Agreement.

            (viii) The Trustee is eligible to act as trustee hereunder in
      accordance with Section 8.06.

            (b) The representations and warranties of the Trustee set forth in
Section 8.16(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

            (c) Any successor Trustee shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.16(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 8.16(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

                                   ARTICLE IX

                                   TERMINATION

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

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master 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): (i) 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 (A) the purchase by the
Depositor, any Mortgage Loan Seller, the Special Servicer, any Controlling Class
Certificateholder or the Master Servicer of all Mortgage Loans and each REO
Property (or beneficial interest in an "REO Property" under an applicable Lead
PSA) remaining in the Lower-Tier REMIC at a price equal to (1) the sum (x) of
the aggregate Purchase Price of all the Mortgage Loans and (y) the aggregate
Appraised Values of any REO Properties then included in the Lower-Tier REMIC (or
beneficial interest in an "REO Property" under an applicable Lead PSA), minus
(2) if the purchaser is the Master Servicer or the Special Servicer, the
aggregate amount of unreimbursed Advances made by such Person, together with any
interest accrued and payable to such Person in respect of unreimbursed Advances
in accordance with Section 3.12(b) and, in the case of the Master Servicer,
Section 4.03(d) or Section 4.03A(d), and any unpaid servicing compensation
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Master Servicer or the Special Servicer, as the case may be,
in connection with such purchase), and (B) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
REO Property (or beneficial interest in an "REO Property" under an applicable
Lead PSA) remaining in the Lower-Tier REMIC; and (ii) to the Trustee, the Master
Servicer, the Special Servicer and the members, managers, officers, directors,
employees and/or agents of each of them of all amounts which may have become due
and owing to any of them hereunder; 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.

            Each of any Controlling Class Certificateholder (with priority among
such Holders being given to the Holder of Certificates representing the greatest
Percentage Interest in the Controlling Class), the Special Servicer or the
Master Servicer, in that order of priority, may at its option elect to purchase
all of the Mortgage Loans and each REO Property (or beneficial interest in an
"REO Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC
as contemplated by clause (i) of the preceding paragraph by giving written
notice to the other parties hereto no later than 60 days prior to the
anticipated date of purchase; provided, however, that (i) the aggregate Stated
Principal Balance of the Mortgage Loans at the time of such election is less
than 1% of the Initial Trust Balance set forth in the Preliminary Statement, and
(ii) no such Person shall have the right to effect such a purchase if, within 30
days following its delivery of a notice of election pursuant to this paragraph,
any other such Person with a higher priority shall give notice of its election
to purchase all of the Mortgage Loans and each REO Property (or beneficial
interest in an "REO Property" under an applicable Lead PSA) remaining in the
Lower-Tier REMIC and shall thereafter effect such purchase in accordance with
the terms hereof. If the Trust Fund is to be terminated in connection with the
Master Servicer's, the Special Servicer's, a Controlling Class
Certificateholder's or the Depositor's purchase of all of the Mortgage Loans and
each REO Property (or beneficial interest in an "REO Property" under an
applicable Lead PSA) remaining in the Lower-Tier REMIC, the Master Servicer, the
Special Servicer, such Controlling Class Certificateholder or the Depositor, as
applicable, shall deliver to the Trustee not later than the fifth Business Day
preceding the Distribution Date on which the final distribution on the
Certificates is to occur: (x) for deposit in the Pool Custodial Account, an
amount in immediately available funds equal to the above-described purchase
price (provided, however, that if the Loan Group REO Properties are being
purchased pursuant to the foregoing, the portion of the above-described purchase
price allocable to such REO Property (or beneficial interest in an "REO
Property" under an applicable Lead PSA) shall initially be deposited into the
related Loan Group Custodial Account); and (y) an Opinion of Counsel, at the
expense of the party effecting the purchase, stating that the termination of the
Trust satisfies the requirements of a qualified liquidation under Section 860F
of the Code and any regulations thereunder. In addition, the Master Servicer
shall transfer to the Distribution Account all amounts required to be
transferred thereto on such Loan Group Remittance Date from the Pool Custodial
Account or from the applicable Loan Group Custodial Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Pool Custodial Account or the applicable Loan Group Custodial Account
that would otherwise be held for future distribution. Upon confirmation that
such final deposits have been made, subject to Section 3.26, the Trustee shall
release or cause to be released to the Master Servicer, the Special Servicer,
the purchasing Controlling Class Certificateholder or the Depositor, as
applicable, the Mortgage Files and the Servicing Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Master Servicer, the Special Servicer, the
purchasing Controlling Class Certificateholder or the Depositor, as applicable,
as shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties to the Master Servicer, the Special Servicer, the purchasing
Controlling Class Certificateholder or the Depositor (or their respective
designees), as applicable. Any transfer of Mortgage Loans, except in the case of
the Serviced Loan Group Trust Mortgage Loans, pursuant to this paragraph shall
be on a servicing-released basis; and, if any Mortgage Loan purchased pursuant
to this Section 9.01 is a Serviced Loan Group Trust Mortgage Loan, the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.26
hereof.

            Following the date on which the aggregate Certificate Principal
Balance of the Registered Certificates is reduced to zero and the then
outstanding Certificates (excluding the Class V Certificates and Residual
Interest Certificates) are held by a single Certificateholder, such sole
remaining Certificateholder (the "Sole Certificateholder") shall have the right
to exchange all of its Certificates for all of the Mortgage Loans and each REO
Property (or beneficial interest in an "REO Property" under an applicable Lead
PSA) remaining in the Trust Fund as contemplated by clause (ii)(B) of the first
paragraph of this Section 9.01(a), by giving written notice to all the parties
hereto and the Companion Loan Noteholders no later than 60 days prior to the
anticipated date of exchange; provided that no such exchange may occur if any of
the remaining REO Properties (or beneficial interest in an "REO Property" under
an applicable Lead PSA) relates to a Loan Group. Such Sole Certificateholder,
not later than the fifth Business Day preceding the Distribution Date on which
the final distribution on the Certificates is to occur, shall (i) deposit in the
applicable Custodial Account an amount in immediately available funds equal to
all amounts then due and owing to the Depositor, the Master Servicer, the
Special Servicer and the Trustee pursuant to Section 3.05(a) or Section 3.05A,
as applicable, or that may be withdrawn from the Distribution Account pursuant
to Section 3.05(b), but only to the extent that such amounts are not already on
deposit in such Custodial Account and (ii) pay to the Trustee for its benefit an
amount, in immediately available funds, equal to $5,000 (five thousand dollars).
In addition, the Master Servicer shall transfer to the Distribution Account all
amounts required to be transferred thereto on the related Master Servicer
Remittance Date from the Pool Custodial Account pursuant to the first paragraph
of Section 3.04(b). Upon confirmation that such final deposits have been made
and following the surrender of all the Certificates on the final Distribution
Date, the Trustee shall release or cause to be released to such Sole
Certificateholder or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and REO Properties (or beneficial interest in an "REO Property"
under an applicable Lead PSA) and shall execute all assignments, endorsements
and other instruments furnished to it by such Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties (or
beneficial interest in an "REO Property" under an applicable Lead PSA) remaining
in the Trust Fund. Thereafter, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Special Servicer and the Trustee (other than maintenance of books and records
and the preparation and filing of final tax returns) shall terminate. Any
transfer of the Mortgage Loans, except in the case of Loan Group Trust Mortgage
Loans, pursuant to this paragraph shall be on a servicing released basis; and
the release, endorsement or assignment of the documents constituting the related
Mortgage File and Servicing File shall be in the manner contemplated by Section
3.26. For federal income tax purposes, the Sole Certificateholder shall be
deemed to have purchased the assets of the Trust Fund for an amount equal to the
unpaid principal balance, plus accrued unpaid interest of the Mortgage Loans and
the fair market value of any defaulted Mortgage Loans or REO Property (or
beneficial interest in an "REO Property" under an applicable Lead PSA), without
duplication of amounts deposited pursuant to the fourth preceding sentence of
this paragraph, and such amounts shall be deemed to have been paid or
distributed in accordance with Section 4.01.

            For purposes of this Section 9.01 and Section 9.02 and any Loan
Group, (i) references to purchase of an REO Property or Properties shall mean
purchase of the Trust Fund's interest in such REO Property or Properties and
(ii) the Appraised Value of any REO Property refers to the Appraised Value of
the Trust Fund's interest in such REO Property, which (1) in the case of a Loan
Group that does not have any Pari Passu Companion Loans shall mean the lesser of
(x) the Purchase Price of the related REO Mortgage Loan and (y) the Appraised
Value of such REO Property and (2) with respect to a Loan Group comprised of one
or more Pari Passu Companion Loans shall mean the lesser of (x) the Purchase
Price of the related REO Mortgage Loan and (y) the Trust Fund's proportionate
share of the Appraised Value of such REO Property without taking into account
the interest of any related Subordinate Companion Loan.

            Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Companion Loan Noteholders mailed (a) if
such notice is given in connection with the Depositor's, the Master Servicer's,
the Special Servicer's or a Controlling Class Certificateholder's purchase of
the Mortgage Loans and each REO Property (or beneficial interest in an REO
Property under an applicable Lead PSA) remaining in the Lower-Tier REMIC, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates or (b)
otherwise during the month of such final distribution on or before the eighth
day of such month, in each case specifying (i) the Distribution Date upon which
the Trust Fund will terminate and final payment of the Certificates will be
made, (ii) the amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the offices of
the Certificate Registrar or such other location therein designated. The Trustee
shall give such notice to the Master Servicer, the Special Servicer and the
Depositor at the time such notice is given to Certificateholders.

            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 Distribution Account that are allocable to payments on the Class
of Certificates so presented and surrendered. Amounts on deposit in the
Distribution Account as of the final Distribution Date, exclusive of any portion
thereof that would be payable to any Person in accordance with clauses (ii)
through (viii) of Section 3.05(b), and further exclusive of any portion thereof
that represents Prepayment Premiums and/or Yield Maintenance Charges, shall be
allocated in the order of priority set forth in Section 4.01(a), in each case to
the extent of remaining available funds.

            Any Prepayment Premiums and Yield Maintenance Charges on deposit in
the Distribution Account as of the final Distribution Date (net of any Workout
Fees and/or Liquidation Fees payable therefrom) shall be distributed among the
Holders of the Class X, Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1-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 in accordance with Section
4.01(b).

            Any amounts representing Additional Interest on deposit in the
Distribution Account as of the Final Distribution Date shall be distributed to
the Holders of the Class V Certificates in accordance with Section 4.01(k).

            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 9.01 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
reasonable 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 former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable law, the Trustee shall distribute to
the Class R-II Certificateholders all unclaimed funds and other assets which
remain subject hereto.

            All actual distributions on the respective Classes of Certificates
on the final Distribution Date in accordance with foregoing provisions of this
Section 9.01 shall be deemed to have been distributed first from the Lower-Tier
REMIC to the Upper-Tier REMIC in accordance with Section 4.01(h) and Section
4.01(b).

            Section 9.02 Additional Termination Requirements.

            (a) If the Depositor, any Controlling Class Certificateholder, the
Special Servicer or the Master Servicer purchases all of the Mortgage Loans and
each REO Property (or beneficial interest in an "REO Property" under an
applicable Lead PSA) remaining in the Lower-Tier REMIC as provided in Section
9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in
accordance with the following additional requirements, unless the Person
effecting such purchase obtains at its own expense and delivers to the Trustee
and the Tax Administrator, an Opinion of Counsel, addressed to the Trustee and
the Tax Administrator, to the effect that the failure of the Trust Fund to
comply with the requirements of this Section 9.02 will not result in an Adverse
REMIC Event or an Adverse Grantor Trust Event:

            (i) the Tax Administrator shall specify the first day in the 90-day
      liquidation period in a statement attached to the final Tax Return for
      each REMIC Pool pursuant to Treasury Regulations Section 1.860F-1 and
      shall satisfy all requirements of a qualified liquidation under Section
      860F of the Code and any regulations thereunder as set forth in the
      Opinion of Counsel obtained pursuant to Section 9.01 from the party
      effecting the purchase of all the Mortgage Loans and REO Property (or
      beneficial interest in an "REO Property" under an applicable Lead PSA)
      remaining in the Lower-Tier REMIC;

            (ii) during such 90-day liquidation period and at or prior to the
      time of making of the final payment on the Certificates, the Trustee shall
      sell all of the assets of the Lower-Tier REMIC to the Master Servicer, the
      purchasing Controlling Class Certificateholder, the Special Servicer or
      the Depositor, as applicable, for cash; and

            (iii) at the time of the making of the final payment on the
      Certificates, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Certificateholders in accordance with
      Section 9.01 all cash on hand (other than cash retained to meet claims),
      and each REMIC Pool shall terminate at that time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each REMIC Pool, which authorization shall be binding upon all
successor Certificateholders.

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

            Section 10.01 REMIC Administration.

            (a) The Tax Administrator shall elect to treat each REMIC Pool as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal or state Tax
Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.

            (b) The Uncertificated Lower-Tier Interests and the Regular Interest
Certificates are hereby designated as "regular interests" (within the meaning of
Section 860G(a)(1) of the Code) in the Lower-Tier REMIC and the Upper-Tier
REMIC, respectively. The Class R-I Certificates and the Class R-II Certificates
are hereby designated as the single class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code) in the Lower-Tier REMIC and the
Upper-Tier REMIC, respectively. None of the Master Servicer, the Special
Servicer or the Trustee shall (to the extent within its control) permit the
creation of any other "interests" in the Lower-Tier REMIC or the Upper-Tier
REMIC (within the meaning of Treasury regulation Section 1.860D-1(b)(1)).

            (c) The Closing Date is hereby designated as the "startup day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

            (d) The related Plurality Residual Interest Certificateholder as to
the applicable taxable year is hereby designated as the Tax Matters Person of
each REMIC Pool, and shall act on behalf of the related REMIC in relation to any
tax matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

            (e) For purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the Rated Final Distribution Date is hereby designated the
"latest possible maturity date" of each Class of Regular Interest Certificates
and its Corresponding Uncertificated Lower-Tier Interest or Interests.

            (f) Except as otherwise provided in Section 3.18(a) and subsections
(i) and (j) below, the Tax Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to each REMIC Pool (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Trust Fund (exclusive of the Grantor Trust Assets), unless otherwise provided in
Section 10.01(i) or 10.01(j)).

            (g) Within 30 days after the Closing Date, the Tax Administrator
shall obtain a taxpayer identification number on Form SS-4 for each REMIC Pool
and prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

            (h) The Tax Administrator shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of
each such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) 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 as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.

            (i) The Tax Administrator shall perform its duties hereunder so as
to maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer, or the Trustee shall knowingly take
(or cause either REMIC Pool to take) any action or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the status of either REMIC Pool as
a REMIC, or (ii) except as provided in Section 3.18(a), result in the imposition
of a tax upon either REMIC Pool (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) or result
in the imposition of a tax on "net income from foreclosure property" as defined
in Section 860G(c) of the Code (any such endangerment of REMIC status or, except
as provided in Section 3.18(a), imposition of a tax, an "Adverse REMIC Event"),
unless the Tax Administrator has obtained or received an Opinion of Counsel (at
the expense of the party requesting such action or at the expense of the Trust
Fund if the Tax Administrator seeks to take such action or to refrain from
acting for the benefit of the Certificateholders) to the effect that the
contemplated action will not result in an Adverse REMIC Event or Adverse Grantor
Trust Event. None of the other parties hereto shall take any action or fail to
take any action (whether or not authorized hereunder) as to which the Tax
Administrator has advised it in writing that the Tax Administrator has received
or obtained an Opinion of Counsel to the effect that an Adverse REMIC Event or
Adverse Grantor Trust Event could result from such action or failure to act. In
addition, prior to taking any action with respect to either REMIC Pool or the
Grantor Trust, or causing either REMIC Pool or the Grantor Trust to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the Tax
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse REMIC Event or Adverse Grantor Trust Event. The Tax
Administrator 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 permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund or the
Trustee. At all times as may be required by the Code, the Tax Administrator
shall make reasonable efforts to ensure that substantially all of the assets of
each REMIC Pool will consist of "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.

            (j) If any tax is imposed on either REMIC Pool, including
"prohibited transactions" taxes as defined in Section 860F(a)(2) of the Code,
any tax on "net income from foreclosure property" as defined in Section 860G(c)
of the Code, any taxes on contributions to either REMIC Pool after the Startup
Day pursuant to Section 860G(d) of the Code, and any other tax imposed by the
Code or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.18(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; or (v) the Trust Fund, excluding the portion thereof
constituting the Grantor Trust, in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.18(a) shall be charged to
and paid by the Trust Fund (exclusive of the Grantor Trust Assets). Any such
amounts payable by the Trust Fund shall be paid by the Trustee upon the written
direction of the Tax Administrator out of amounts on deposit in the Distribution
Account in reduction of the Available Distribution Amount pursuant to Section
3.05(b).

            (k) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool on a calendar year
and on an accrual basis.

            (l) Following the Startup Day, none of the Trustee, the Master
Servicer and the Special Servicer shall accept any contributions of assets to
either REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution and in no event at the
expense of the Trust Fund or the Trustee) to the effect that the inclusion of
such assets in such REMIC Pool will not cause: (i) such REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC Pool under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

            (m) None of the Trustee, the Master Servicer and the Special
Servicer shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any of the Mortgage Loans (except
in connection with (A) the default or reasonably foreseeable material default of
a Mortgage Loan, including, but not limited to, the sale or other disposition of
a Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy
of either REMIC Pool, (C) the termination of either REMIC Pool pursuant to
Article IX of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or
as contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Pool Custodial Account or the Pool REO
Account for gain; or (iii) the acquisition of any assets for either REMIC Pool
(other than a Mortgaged Property acquired through foreclosure, deed in lieu of
foreclosure or otherwise in respect of a defaulted Mortgage Loan and other than
Permitted Investments acquired in connection with the investment of funds in the
Pool Custodial Account or the Pool REO Account); in any event unless it has
received an Opinion of Counsel (at the expense of the party seeking to cause
such sale, disposition, or acquisition but in no event at the expense of the
Trust Fund or the Trustee) to the effect that such sale, disposition, or
acquisition will not cause: (x) either REMIC Pool to fail to qualify as a REMIC
at any time that any Certificates are outstanding; or (y) the imposition of any
tax on either REMIC Pool under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

            (n) Except as permitted by Section 3.18(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which either REMIC Pool will receive a fee or other compensation for services
nor permit either REMIC Pool 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.

            Section 10.02 Grantor Trust Administration.

            (a) The Tax Administrator shall treat the Grantor Trust, for tax
return preparation purposes, as a grantor trust under the Code and, if
necessary, under applicable state law and will file appropriate federal or state
Tax Returns for each taxable year ending on or after the last day of the
calendar year in which the Class V Certificates are issued.

            (b) The Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
the Grantor Trust (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Trust Fund unless otherwise provided in Section 10.02(e) or 10.02(f)).

            (c) The Tax Administrator shall prepare, sign and file all of the
Tax Returns in respect of the Grantor Trust. The expenses of preparing and
filing such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor. The Tax Administrator shall comply with such requirement
by filing Form 1041, indicating the name and address of the Trust and signed by
the Tax Administrator but otherwise left blank. There shall be appended to each
such form a schedule for each Certificateholder indicating such
Certificateholder's share of income and expenses of the Trust for the portion of
the preceding calendar year in which such Certificateholder possessed an
Ownership Interest in a Class V Certificate. Such form shall be prepared in
sufficient detail to enable reporting on the cash or accrual method of
accounting, as applicable, and to report on such Certificateholder's fiscal year
if other than the calendar year. The other parties hereto shall provide on a
timely basis to the Tax Administrator or its designee such information with
respect to the Grantor Trust as is in its possession and reasonably requested by
the Tax Administrator to enable it to perform its obligations under this Section
10.02. Without limiting the generality of the foregoing, the Depositor, within
ten days following the Tax Administrator's request therefor, shall provide in
writing to the Tax Administrator such information as is reasonably requested by
the Tax Administrator for tax purposes, and the Tax Administrator's duty to
perform its reporting and other tax compliance obligations under this Section
10.02 shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the Tax
Administrator to perform such obligations.

            (d) The Tax Administrator shall perform on behalf of the Grantor
Trust all reporting and other tax compliance duties that are required in respect
thereof under the Code, the Grantor Trust Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority, including the
furnishing to Certificateholders of the schedules described in Section 10.02(c).

            (e) The Tax Administrator shall perform its duties hereunder so as
to maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) 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 or
result in the imposition of a tax upon the Grantor Trust or its assets or
transactions (any such endangerment or imposition, an "Adverse Grantor Trust
Event"), unless the Tax Administrator has obtained or received an Opinion of
Counsel (at the expense of the party requesting such action or at the expense of
the Trust Fund if the Tax Administrator seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax Administrator
has advised it in writing that the Tax Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the Tax
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse Grantor Trust Event to occur. The Tax Administrator 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 permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund, the Tax Administrator
or the Trustee.

            (f) If any tax is imposed on the Grantor Trust, such tax, together
with all incidental costs and expenses (including penalties and reasonable
attorneys' fees), shall be charged to and paid by: (i) the Tax Administrator, if
such tax arises out of or results from a breach by the Tax Administrator of any
of its obligations under this Section 10.02; (ii) the Special Servicer, if such
tax arises out of or results from a breach by the Special Servicer of any of its
obligations under Article III or this Section 10.02; (iii) the Master Servicer,
if such tax arises out of or results from a breach by the Master Servicer of any
of its obligations under Article III or this Section 10.02; (iv) the Trustee, if
such tax arises out of or results from a breach by the Trustee of any of its
obligations under Article IV, Article VIII or this Section 10.02; or (v) the
portion of the Trust Fund constituting the Grantor Trust in all other instances.

                                   ARTICLE XI

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

            Section 11.01 Intent of the Parties; Reasonableness.

            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 the related rules and regulations of the
Commission; provided, however, that the reports (or substantially similar
reports) required to be delivered pursuant to Section 11.09, Section 11.10 and
Section 11.11 will continue to be required regardless of whether any other
reports are required to be delivered hereunder. The Depositor shall not exercise
its 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 and the Sarbanes-Oxley Act.
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 requests made by the Depositor
in good faith for delivery of information under these provisions on the basis of
such evolving interpretations of Regulation AB. In connection with the
Commercial Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through
Certificates, Series 2006-GG7, each of the Master Servicer, the Special Servicer
and the Trustee shall cooperate fully with the Depositor and the Trustee, as
applicable, to deliver to the Depositor (including any of its assignees or
designees who assumes its obligations hereunder), any and all statements,
reports, certifications, records and any other information in its possession or
reasonably available to it 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 Master Servicer, the Special Servicer and the
Trustee, as applicable, and any Sub Servicer, or the servicing of the Mortgage
Loans, reasonably believed by the Depositor 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. For purposes of this Article XI, to the
extent any party has an obligation to exercise commercially reasonable efforts
to cause a third party to perform, such party hereunder may but shall not be
required to bring any legal action against such third party in connection with
such obligation.

            Section 11.02 Succession; Subcontractors.

            (a) For so long as the Trust is subject to the reporting
requirements of the Exchange Act (in addition to any requirements contained in
Section 11.07) in connection with the succession to the Master Servicer, the
Special Servicer or any Sub-Servicer, Additional Servicer or Primary Servicer as
servicer or sub-servicer (to the extent such servicer or sub-servicer is a
"servicer" as contemplated by Item 1108(a)(2) of Regulation AB) under this
Agreement by any Person (i) into which the Master Servicer, the Special Servicer
or such Sub Servicer, Additional Servicer or Primary Servicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Master
Servicer, the Special Servicer or any such Sub-Servicer, Additional Servicer or
Primary Servicer, the Master Servicer (other than if pursuant to an appointment
under Section 7.01 or 7.02) and Special Servicer shall provide to the Depositor,
at least five (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 no
later than one (1) Business Day after such effective date of succession, (x)
written notice to the Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Depositor, all
information relating to such successor servicer reasonably requested by the
Depositor in order to comply with its reporting obligation under Item 6.02 of
Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act).

            (b) Each of the Master Servicer, the Special Servicer, the
Additional Servicer, the Primary Servicer, the Sub-Servicer and the Trustee
(each of the Master Servicer, the Special Servicer, the Primary Servicer, each
Additional Servicer, the Trustee and each Sub-Servicer, for purposes of this
paragraph and the following paragraph, a "Servicer") is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. Such
Servicer shall promptly upon request provide to the Depositor a written
description (in form and substance satisfactory to the Depositor) of the role
and function of each Subcontractor that is a Servicing Function Participant
(pursuant to Item 1108(a)(2) of Regulation AB) utilized by such Servicer,
specifying (i) the identity of such Subcontractor, and (ii) which elements of
the Servicing Criteria will be addressed in assessments of compliance provided
by each such Subcontractor. Each Servicer shall cause (or, in the case of a
Subcontractor determined to be a Servicing Function Participant used by any
Sub-Servicer listed on Exhibit T or any Sub-Servicer appointed pursuant to
Article VII, and to the extent that the Master Servicer, the Special Servicer or
the Trustee is required to enforce this sentence, use commercial reasonable
efforts to cause) any Subcontractor determined to be a Servicing Function
Participant used by such Servicer for the benefit of the Depositor to comply
with the provisions of Section 11.10 and Section 11.11 of this Agreement to the
same extent as if such Subcontractor were such Servicer. Such Servicer shall be
responsible for obtaining (but as to Sub-Servicers on Exhibit T or any
Sub-Servicers appointed pursuant to Article VII that the Master Servicer must
retain, the Master Servicer shall only be responsible for using commercially
reasonable efforts to obtain) from each such Subcontractor and delivering to the
applicable Persons any assessment of compliance report and related accountant's
attestation required to be delivered by such Subcontractor under Section 11.10
and Section 11.11, in each case, as and when required to be delivered.

            (c) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, notwithstanding the foregoing, if a Servicer
engages a Subcontractor in connection with the performance of any of its duties
under this Agreement, such Servicer shall be responsible for determining whether
such Subcontractor is a "servicer" within the meaning of Item 1101 of Regulation
AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a "servicer" within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Sub-Servicer for purposes of this Agreement, and the engagement of such
Sub-Servicer shall not be effective unless and until notice is given to the
Depositor and the Trustee of any such Sub-Servicer and Subservicing Agreement.
No Subservicing Agreement (other than such agreements set forth on Exhibit T
hereto) shall be effective until ten (10) Business Days after such written
notice is received by the Depositor and the Trustee. Such notice shall contain
all information reasonably necessary to enable the Trustee to accurately and
timely report the event under Item 6.02 of Form 8-K pursuant to Section 11.07
(if such reports under the Exchange Act are required to be filed under the
Exchange Act).

            (d) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, (in addition to any requirements contained in
Section 11.04) 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 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 10 Business 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 11.07, (x)
written notice to 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 11.03 Filing Obligations.

            (a) The Master Servicer, the Special Servicer and the Trustee shall
reasonably cooperate with the Depositor in connection with the satisfaction of
the Trust's reporting requirements under the Exchange Act. Pursuant to Sections
11.04, 11.05 and 11.07, the Trustee shall prepare for execution by the Depositor
any Forms 10-D, 10-K and 8-K required by the Exchange Act, in order to permit
the timely filing thereof, and the Trustee shall file (via the Commission's
Electronic Data Gathering and Retrieval System) such Forms executed by the
Depositor.

            (b) In the event that the Trustee is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 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, the Trustee will promptly as soon as practicable, but in no
event later than twenty-four (24) hours after determination notify the
Depositor. In the case of Forms 10-D and 10-K, the Depositor and the Trustee
will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or
Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information, include such disclosure information on the next
succeeding Form 10-D to be filed for the Trust. In the event that any previously
filed Form 8-K or Form 10-K needs to be amended, the Trustee will notify the
Depositor, and such other parties as needed and the parties hereto will
cooperate with the Trustee to prepare any necessary Form 8-K/A or Form 10-K/A.
In the event that any previously filed Form 10-D needs to be amended, the
Trustee shall notify the Depositor, and such other parties as needed, and the
parties hereto shall cooperate to prepare any necessary Form 10-D/A. Any Form
15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be
signed by an officer of the Depositor. The parties to this Agreement acknowledge
that the performance by the Trustee of its duties under this Section 11.03
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
observing all applicable deadlines in the performance of their duties under
Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10 and 11.11.
Neither the Depositor nor the Trustee shall have any responsibility to notify
the Master Servicer, the Special Servicer or any other applicable party of such
party's failure to observe the applicable deadlines in the performance of its
duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10 and
11.11 or the beginning of any grace period under such Sections, prior to such
failure becoming an Event of Default pursuant to Section 7.01(a)(xiii). Further,
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 Form 8-K,
Form 10-D or Form 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 file such Form 15, Form
12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.

            Section 11.04 Form 10-D Filings.

            (a) Within 15 days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Trustee shall prepare and file
on behalf of the Trust any Form 10-D required by the Exchange Act, in form and
substance as required by the Exchange Act. A duly authorized representative of
the Depositor shall sign each Form 10-D filed on behalf of the Trust. The
Trustee shall file each Form 10-D with a copy of the related Statement to
Certificateholders attached thereto. 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 Exhibit P 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-D
Disclosure absent such reporting, direction and approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, within 5 calendar days after the related Distribution Date,
(i) certain parties to this Agreement, as set forth on Exhibit P hereto, shall
be required to provide to the Trustee and the Depositor, to the extent a
Servicing Officer or Responsible Officer thereof has knowledge thereof (other
than Item 1117 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 format as otherwise agreed upon by the Trustee and the
Depositor and such parties, the form and substance of the Additional Form 10-D
Disclosure, if applicable, (ii) the parties listed on Exhibit P hereto shall
include with such Additional Form 10-D Disclosure application to such party and
shall use its commercially reasonable efforts to cause each Subservicers or
Subcontractors of such party to the extent required under Regulation AB to
provide, and if received, include, an Additional Disclosure Notification in the
form attached hereto as Exhibit S and (iii) the Depositor shall approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit
P of their duties under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-D Disclosure information. The Depositor will
be responsible for any reasonable fees assessed or expenses incurred by the
Trustee in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.

            (b) After preparing the Form 10-D, the Trustee shall forward
electronically a copy of the Form 10-D to the Depositor for review. Within two
Business Days after receipt of such copy, but no later than the 9th calendar day
after the related Distribution Date or, if the 9th calendar day after the
related Distribution Date is not a Business Day, the immediately preceding
Business Day, the Depositor shall notify the Trustee in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-D.
Within two Business Days after receipt of such copy, but no later than 2
Business Days prior to the 15th calendar day after the related Distribution
Date, an officer of the Depositor 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. 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 11.03(b). Promptly after filing with
the Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-D prepared and filed by the Trustee. The signing
party at the Depositor can be contacted at Greenwich Capital Commercial Funding
Corp., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Perry
Gershon, Telecopy No.: (203) 618-2134 with a copy to Paul Stevelman, Esq.,
Telecopy No.: (203) 618-2132. The parties to this Agreement acknowledge that the
performance by the Trustee of its duties under this Section 11.04 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 11.04. 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, arrange for execution and/or timely 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 party to this Agreement needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.

            Section 11.05 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 within the
applicable time frames set forth in this Agreement:

            (i) an annual compliance statement for each Certifying Servicer and
      each Additional Servicer engaged by each Certifying Servicer, as described
      under Section 11.09,

            (ii) (A) the annual reports on assessment of compliance with
      Servicing Criteria for each Reporting Servicer, as described under Section
      11.10, and

                  (B) if any such report on assessment of compliance with
            Servicing Criteria described under Section 11.10 identifies any
            material instance of noncompliance, disclosure identifying such
            instance of noncompliance, or if such report on assessment of
            compliance with Servicing Criteria described under Section 11.10 is
            not included as an exhibit to such Form 10-K, disclosure that such
            report is not included and an explanation why such report is not
            included,

            (iii) (A) the registered public accounting firm attestation report
      for each Reporting Servicer, as described under Section 11.11, and

                  (B) if any registered public accounting firm attestation
            report described under Section 11.11 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 why
            such report is not included, and

            (iv) a certification in the form attached hereto as Exhibit M, with
      such changes as may be necessary or appropriate as a result of changes
      promulgated by the Commission (the "Sarbanes-Oxley Certification"), which
      shall, except as described below, be signed by the senior officer of the
      Depositor in charge of securitization.

            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, pursuant to the following paragraph, be reported by the parties set forth
on Exhibit Q 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, absent such reporting,
direction and approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, no later than March 10 (with a 5 calendar day grace period),
commencing in March 2007, (i) the parties listed on Exhibit V hereto shall be
required to provide to the Trustee and the Depositor, to the extent a Servicing
Officer or a Responsible Officer, as the case may be, thereof has actual
knowledge (other than Item 1117 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 format as otherwise agreed upon by the Trustee and the
Depositor and such providing parties, the form and substance of any Additional
Form 10-K Disclosure described on Exhibit Q applicable to such party, (ii) the
parties listed on Exhibit Q hereto shall include with such Additional Form 10-K
Disclosure applicable to such party and shall cause (or, in the case of a
Sub-Servicer listed on Exhibit T or a Sub-Servicer appointed pursuant to Article
VII, use commercially reasonable efforts to cause) each Sub-Servicers or
Subcontractors of such party to the extent required under Regulation AB to
provide, and if received, include, an Additional Disclosure Notification in the
form attached hereto as Exhibit S, and (iii) 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. The Trustee has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit
Q of their duties under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-K Disclosure information. The Depositor will
be responsible for any reasonable fees assessed and expenses incurred by the
Trustee in connection with including any Additional Form 10-K Disclosure on Form
10-K pursuant to this paragraph.

            After preparing the Form 10-K, the Trustee shall forward
electronically a copy of the Form 10-K to the Depositor for review no later than
6 Business Days prior to the 10-K Filing Deadline. Within three Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall
notify the Trustee in writing (which may be furnished electronically) of any
changes or approval to such Form 10-K. No later than 5:00 EST on the fourth
Business Day prior to the 10-K Filing Deadline, a senior officer of the
Depositor in charge of securitization 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. 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 11.03(b). Promptly after filing with
the Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-K prepared and filed by the Trustee. The signing
party at the Depositor can be contacted at Greenwich Capital Commercial Funding
Corp., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Perry
Gershon, Telecopy No.: (203) 618-2134 with a copy to Paul Stevelman, Esq.,
Telecopy No.: (203) 618-2132. The parties to this Agreement acknowledge that the
performance by the Trustee of its duties under this Section 11.05 related to the
timely preparation and filing of Form 10-K is contingent upon the parties to
this Agreement (and any Additional Servicer or Servicing Function Participant
engaged or utilized, as applicable, by any such parties) observing all
applicable deadlines in the performance of their duties under this Section
11.05. 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 10-K, where such failure results from the
Trustee's inability or failure or receive, on a timely basis, any information
from the parties to this Agreement (or any Sub-Servicer or Servicing Function
Participant engaged by any such parties) needed to prepare, arrange for
execution or file such Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.

            Section 11.06 Sarbanes Oxley Certification.

            Each Form 10-K shall include a Sarbanes Oxley Certification in the
form attached as Exhibit M required to be included therewith pursuant to the
Sarbanes Oxley Act. The Trustee, the Master Servicer and the Special Servicer
shall, and each such party shall cause (or, in the case of a Servicing Function
Participant or Additional Servicer that is a Sub-Servicer listed on Exhibit T or
a Sub-Servicer appointed pursuant to Article VII, use commercially reasonable
efforts to cause) each Servicing Function Participant and Additional Servicer
hired by it to, provide to the Person who signs the Sarbanes Oxley Certification
(the "Certifying Person"), by March 10 (with a 5 calendar day grace period) of
each year in which the Trust is subject to the reporting requirements of the
Exchange Act and otherwise within a reasonable period of time upon request, a
certification in the form attached hereto as Exhibit N-1, N-2 or N-3, as
applicable (the "Performance Certification"), on 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") can reasonably rely. In addition, in the event that any
Serviced Companion Loan is deposited into a commercial mortgage securitization
(an "Other Securitization"), each Reporting Servicer shall provide to the Person
who signs the Sarbanes Oxley back-up certification with respect to an Other
Securitization a certification (which shall address the matters contained in the
Sarbanes-Oxley Certification, but solely with respect to the related Serviced
Companion Loan) on which such Person, the entity for which the Person acts as an
officer (if the Person is an individual), and such entity's officers, directors
and Affiliates can reasonably rely. With respect to any Non-Serviced Mortgage
Loan serviced under the related Lead PSA, the Master Servicer will use
commercially reasonable efforts to procure a Sarbanes-Oxley back-up
certification similar in form and substance to the applicable Performance
Certification from the related Lead Master Servicer, the related Lead Special
Servicer, the related Lead Fiscal Agent and the related Lead Trustee. The senior
officer in charge of securitization for the Depositor shall serve as the
Certifying Person on behalf of the Trust and may be contacted at Greenwich
Capital Commercial Funding Corp., 600 Steamboat Road, Greenwich, Connecticut
06830, Attention: Perry Gershon, Telecopy No.: (203) 618 2134 with a copy to
Paul Stevelman, Esq., Telecopy No.: (203) 618 2132. In the event any Reporting
Servicer is terminated or resigns pursuant to the terms of this Agreement, or
any applicable sub servicing agreement or primary servicing agreement, as the
case may be, such Reporting Servicer shall provide a certification to the
Certifying Person pursuant to this Section 11.06 with respect to the period of
time it was subject to this Agreement or the 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 11.09, (ii) annual report on
assessment of compliance with servicing criteria provided pursuant to Section
11.10 and (iii) registered public accounting firm attestation report provided
pursuant to Section 11.11.

            Notwithstanding the foregoing, without limiting the requirements of
the Exchange Act, nothing in this Section shall require any Reporting Servicer
(i) to certify or verify the accurateness or completeness of any information
provided to such Reporting Servicer by third parties (other than a Sub-Servicer,
Additional Servicer or any other third party retained by it that is not a
Sub-Servicer listed on Exhibit T or a Sub-Servicer appointed pursuant to Article
VII), (ii) to certify information other than to such Reporting Servicer's
knowledge and in accordance with such Reporting Servicer's responsibilities
hereunder or (iii) with respect to completeness of information and reports, to
certify anything other than that all fields of information called for in written
reports prepared by such Reporting Servicer have been completed except as they
have been left blank on their face.

            Section 11.07 Form 8-K Filings.

            Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
requested by the Depositor and to the extent it receives the Form 8-K Disclosure
Information described below, the Trustee shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act, 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 (other than the initial
Form 8-K) ("Form 8-K Disclosure Information") shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit R 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 Form 8-K
Disclosure Information or any Form 8-K, absent such reporting, direction and
approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act reporting requirements, to the extent a Servicing Officer or
Responsible Officer thereof has actual knowledge of such event (other than Item
1117 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), no later than noon (New
York City time) on the 2nd Business Day after the occurrence of a Reportable
Event (i) the parties set forth on Exhibit R hereto shall be required to provide
to the Depositor and the Trustee, to the extent known by such applicable
parties, 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 Depositor,
the Trustee and such providing parties any Form 8-K Disclosure Information
described on Exhibit R as applicable to such party, if applicable, (ii) the
parties listed on Exhibit R hereto shall include with such Additional Form 8-K
Disclosure applicable to such party and shall use its commercially reasonable
efforts to cause each Sub-Servicers or Subcontractors of such party to the
extent required under Regulation AB to provide, and if received, include, an
Additional Disclosure Notification in the form attached hereto as Exhibit S, and
(iii) the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K. The Trustee has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit R of their duties under this
paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information. The Depositor will be responsible for any reasonable
fees assessed or expenses incurred by the Trustee in connection with including
any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.

            After preparing the Form 8-K, the Trustee shall forward
electronically a copy of the Form 8-K to the Depositor for review no later than
12:00 P.M. (New York City time) on the 3rd Business Day after the Reportable
Event (but in no event earlier than 24 hours after having received approved Form
8-K Disclosure Information pursuant to the immediately preceding paragraph).
Promptly, but no later than the close of business on the third Business Day
after the Reportable Event, the Depositor shall notify the Trustee in writing
(which may be furnished electronically) of any changes to or approval of such
Form 8-K. No later than noon on the 4th Business Day after the Reportable Event,
a duly authorized representative of the Depositor 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. 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 11.03(b). Promptly
after filing with the Commission, the Trustee will, make available on its
internet website a final executed copy of each Form 8-K, to the extent such Form
8-K has been prepared and filed by the Trustee. The signing party at the
Depositor can be contacted at Greenwich Capital Commercial Funding Corp., 600
Steamboat Road, Greenwich, Connecticut 06830, Attention: Perry Gershon, Telecopy
No.: (203) 618-2134 with a copy to Paul Stevelman, Esq., Telecopy No.: (203)
618-2132. 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 8-K is contingent upon such parties 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, claim arising out
of or with respect to any failure to properly prepare and/or timely file such
Form 8-K, where such failure results from the Trustee's inability or failure or
receive, on a timely basis, any information from the parties to this Agreement
needed to prepare, arrange for execution or file such Form 8-K, not resulting
from its own negligence, bad faith or willful misconduct.

            Section 11.08 Form 15 Filing.

            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 and Notification relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act. If at the beginning of any fiscal
year for the Trust occurring after the filing of a Form 15 Suspension
Notification, if the number of Certificateholders of record exceeds the number
set forth in Section 15(d) of the Exchange Act or the regulations promulgated
pursuant thereto which would cause the Trust to again become subject to the
reporting requirements of the Exchange Act, the Trustee shall recommence
preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant to
Section 11.04, Section 11.05 and Section 11.07; provided that if the Trustee
recommences the preparing and filing of Exchange Act reports, it may, as soon as
permitted by the Exchange Act, file another Form 15 Suspension Notification.

            Section 11.09 Annual Compliance Statements.

            The Master Servicer, the Special Servicer and the Trustee shall, and
the Master Servicer or Special Servicer shall cause (or, in the case of an
Additional Servicer, Servicing Function Participant that is a Sub-Servicer
listed on Exhibit T or a Sub-Servicer appointed pursuant to Article VII, use
commercially reasonable efforts to cause) each Additional Servicer, Servicing
Function Participant and Primary Servicer with which it has entered into a
servicing relationship with respect to the Mortgage Loans (each of the Master
Servicer, the Special Servicer, the Primary Servicer and any Additional Servicer
or Servicing Function Participant, a "Certifying Servicer") to, deliver to the
Depositor and the Trustee on or before March 10 (with a 5 calendar day grace
period) 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 or Servicing Function Participant or the Primary
Servicer, has been made under such officer's supervision and (B) to the best of
such officer's knowledge, based on such review, such Certifying Servicer has
fulfilled all its obligations under this Agreement in all material respects, or
the applicable sub servicing agreement or primary servicing agreement in the
case of an Additional Servicer, a Servicing Function Participant and the Primary
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. The Master Servicer and the Special Servicer shall, and the
Master Servicer and the Special Servicer shall cause (or, in the case of an
Additional Servicer or Servicing Function Participant that is a Sub-Servicer
listed on Exhibit T or a Sub-Servicer appointed pursuant to Article VII, use
commercially reasonable efforts to cause) the Primary Servicer and each
Additional Servicer and Servicing Function Participant hired by it to, forward a
copy of each such statement to the Rating Agencies and the Directing Holder.
Promptly after receipt of each such Officer's Certificate, the Depositor may
review each such Officer's Certificate and, if applicable, consult with the
Master Servicer or the Special Servicer, as applicable, as to the nature of any
failures by such Certifying Servicer with which the Master Servicer, the Special
Servicer or the Trustee, as applicable, has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any
Certifying Servicer's obligations hereunder or under the applicable sub
servicing or primary servicing agreement. The obligations of each Certifying
Servicer under this Section apply to each Certifying Servicer that serviced a
Mortgage Loan during the applicable period, whether or not the Certifying
Servicer is acting in such capacity at the time such Officer's Certificate is
required to be delivered. None of the Certifying Servicers shall be required to
deliver, or to endeavor to cause the delivery of, any such Officer's Certificate
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 from the preceding calendar year. No Reporting Servicer
shall be required to cause the delivery of any such assessments until April 15
in any given year so long as it has received written confirmation from the
Depositor that a report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year.

            In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and the Master Servicer shall use its reasonable efforts to
cause any Additional Servicer that resigns or is terminated under any applicable
servicing agreement to provide, an annual statement of compliance pursuant to
this Section 11.09 with respect to the period of time that the Master Servicer,
the Special Servicer or the Trustee was subject to this Agreement or the period
of time that the Additional Servicer was subject to such other servicing
agreement.

            Section 11.10 Annual Reports on Assessment of Compliance with
Servicing Criteria.

            (a) On or before March 10 (with a 5 calendar day grace period) of
each year, commencing in March 2007, the Master Servicer, the Special Servicer
and the Trustee, each at its own expense, shall furnish, and the Master Servicer
and Special Servicer shall cause (or, in the case of a Servicing Function
Participant or Additional Servicer that is a Sub-Servicer listed on Exhibit T or
a Sub-Servicer appointed pursuant to Article VII, use commercially reasonable
efforts to cause) each Servicing Function Participant and Additional Servicer
hired by it and the Primary Servicer (each Master Servicer, the Special
Servicer, the Trustee, the Primary Servicer and any Servicing Function
Participant and Additional Servicer, as the case may be, a "Reporting Servicer")
to furnish, to the Trustee and the Depositor, a report on an assessment of
compliance with the Relevant Servicing Criteria 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
11.05, 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.

            (b) On the Closing Date, the Master Servicer, the Special Servicer
and the Trustee each acknowledge and agree that Exhibit O sets forth the
Relevant Servicing Criteria for such party.

            (c) No later than the end of each fiscal year for the Trust, the
Master Servicer and the Special Servicer shall notify the Trustee and the
Depositor as to the name of each Servicing Function Participant (pursuant to
Item 1108(a)(2) of Regulation AB) utilized by it, and the Trustee shall notify
the Depositor as to the name of each Servicing Function Participant utilized by
it, and each such notice will specify what specific Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Master Servicer, the Special Servicer and the
Trustee submit their assessments pursuant to Section 11.10(a), the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall also at
such time include (or, in the case of a Servicing Function Participant that is a
Sub-Servicer listed on Exhibit T or a Sub-Servicer appointed pursuant to Article
VII, shall also at such time use commercially reasonable efforts to include) the
assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.

            (d) 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 Master Servicer, the Special Servicer, the
Trustee and any Servicing Function Participant as to the nature of any material
instance of noncompliance with the Relevant Servicing Criteria by the applicable
Master Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant, and (ii) the Trustee shall confirm that the assessments, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit O and notify the Depositor of any exceptions. None of the Master
Servicers, 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.

            (e) In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each such party shall cause (or, in the case of a
Servicing Function Participant that is a Sub-Servicer listed on Exhibit T or a
Sub-Servicer appointed pursuant to Article VII, use commercially reasonable
efforts to cause) any Servicing Function Participant engaged by it to provide,
and the Master Servicer shall use its reasonable efforts to cause any Additional
Servicer that resigns or is terminated under any applicable servicing agreement
to provide, an annual assessment of compliance pursuant to this Section 11.10,
coupled with an attestation as required in Section 11.11 with respect to the
period of time that the Master Servicer, the Special Servicer or the Trustee was
subject to this Agreement or the period of time that the Additional Servicer was
subject to such other servicing agreement.

            Section 11.11 Annual Independent Public Accountants' Servicing
Report.

            On or before March 10 (with a 5 calendar day grace period) of each
year, commencing in March 2007, the Master Servicer, the Special Servicer and
the Trustee, each at its own expense, shall cause and the Master Servicer, the
Special Servicer and the Trustee shall cause (or, in the case of a Servicing
Function Participant or Additional Servicer that is a Sub-Servicer listed on
Exhibit T or a Sub-Servicer appointed pursuant to Article VII, use commercially
reasonable efforts to cause) the Primary Servicer and each Servicing Function
Participant and Additional Servicer hired by it to cause, a registered public
accounting firm (which may also render other services to the Master Servicer,
the Special Servicer, the Trustee, the Primary Servicer or the applicable
Servicing Function Participant or Additional Servicer, 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, with a copy to the Rating
Agencies and the Directing Holder (in the case of the Master Servicer and the
Special Servicer), to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which
includes an assertion that such Reporting Servicer has complied 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 is not expressing an overall opinion regarding such
Reporting Servicer's assessment of compliance with the Relevant Servicing
Criteria. In the event that 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. Each such related accountant's attestation report
shall be made in accordance with Rules 1 02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Exchange Act. Such report must be available for
general use and not contain restricted use language.

            Promptly after receipt of such report from the Master Servicer, the
Special Servicer, the Trustee, the Primary Servicer or any Servicing Function
Participant or Additional Servicer, (i) the Depositor may review the report and,
if applicable, consult with the Master Servicer, the Special Servicer or the
Trustee as to the nature of any defaults by the Master Servicer, the Special
Servicer, the Trustee, the Primary Servicer or any Servicing Function
Participant or Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans, as the case may be, in the
fulfillment of any of the Master Servicer's, the Special Servicer's, the
Trustee's, the Primary Servicer's or the applicable Servicing Function
Participants' or Additional Servicer's obligations hereunder or under the
applicable sub servicing or primary servicing agreement, and (ii) the Trustee
shall confirm that each accountants' attestation report submitted pursuant to
this Section relates to an assessment of compliance meeting the requirements of
Section 11.10 and notify the Depositor, the Master Servicer and the Special
Servicer of any exceptions.

            Section 11.12 Indemnification.

            Each of the Master Servicer, the Special Servicer and the Trustee
shall indemnify and hold harmless each Certification Party from and against any
claims, 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 an actual breach by the Master Servicer, the
Special Servicer or the Trustee, as the case may be, of its obligations under
this Article XI to deliver any reports or other information required hereunder
to the Trustee and/or the Depositor after expiration of any applicable cure or
grace periods.

            The Master Servicer and the Special Servicer shall cause (or, in the
case of an Additional Servicer or Servicing Function Participant that is a
Sub-Servicer listed on Exhibit T or a Sub-Servicer appointed pursuant to Article
VII, use commercially reasonable efforts to cause) the Primary Servicer, each
Additional Servicer and each Servicing Function Participant hired by it to
indemnify and hold harmless each Certification Party from and against any and
all claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments and any other costs, fees and expenses
incurred by such Certification Party arising out of (i) a breach of its
obligations to provide to the Depositor and Trustee any of the annual compliance
statements or annual servicing criteria compliance reports or attestation
reports pursuant to the applicable sub servicing or primary servicing agreement
or (ii) any failure by a Servicer (as defined in Section 11.02(b)) to identify a
"servicer" pursuant to Section 11.02(c).

            If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then the Master Servicer,
the Special Servicer, the Trustee, the Primary Servicer, the Additional Servicer
or other Servicing Function Participant (the "Performing Party") shall
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 pursuant to Sections 11.06, 11.09,
11.10 or 11.11 (or breach of its obligations under the applicable sub servicing
or primary servicing agreement to provide any of the annual compliance
statements or annual servicing criteria compliance reports or attestation
reports) or the Performing party's negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer and Special Servicer shall use
commercially reasonable efforts to cause the Primary Servicer and each
Additional Servicer or Servicing Function Participant hired by it to agree to
the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or
removal of the Master Servicer or the Special Servicer.

            Section 11.13 Amendments.

            This Article XI may be amended by the parties hereto pursuant to
Section 12.07 for purposes of complying with Regulation AB and/or to conform to
standards developed within the commercial mortgage-backed securities market and
the Sarbanes Oxley Act or for purposes of designating the Certifying Person
without 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, however, that the reports
(or substantially similar reports) required to be delivered pursuant to Section
11.09, Section 11.10 and Section 11.11 will continue to be required regardless
of any amendment to this Agreement.

            Section 11.14 Regulation AB Notices.

            With respect to any notice required to be delivered by the Trustee
to the Depositor pursuant to this Article XI, the Trustee may deliver such
notice, notwithstanding any contrary provision in Section 12.05, via facsimile
to Greenwich Capital Commercial Funding Corp., 600 Steamboat Road, Greenwich,
Connecticut 06830, Attention: Perry Gershon, Telecopy No.: (203) 618-2134 with a
copy to Paul Stevelman, Esq., Telecopy No.: (203) 618-2132.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

            Section 12.01 Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or the Companion Loan Noteholders, (i) to cure any ambiguity,
(ii) to correct, modify or supplement any provision herein which may be
inconsistent with any other provision herein or with the description thereof in
the Prospectus or the Prospectus Supplement, (iii) to add any other provisions
with respect to matters or questions arising hereunder which shall not be
inconsistent with the existing provisions hereof, (iv) to relax or eliminate any
requirement hereunder imposed by the REMIC Provisions if the REMIC Provisions
are amended or clarified such that any such requirement may be relaxed or
eliminated, (v) to relax or eliminate any requirement imposed by the Securities
Act or the rules thereunder if the Securities Act or those rules are amended or
clarified so as to allow for the relaxation or elimination of that requirement;
(vi) as evidenced by an Opinion of Counsel delivered to the Master Servicer, the
Special Servicer and the Trustee, either (A) to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to either of
the REMIC Pool or the Grantor Trust at least from the effective date of such
amendment, or (B) to avoid the occurrence of a prohibited transaction or to
reduce the incidence of any tax that would arise from any actions taken with
respect to the operation of either of REMIC Pool or the Grantor Trust; or (vii)
as provided in Section 5.02(d)(iv) to modify, add to or eliminate any of the
provisions of Section 5.02(d)(i), (ii) or (iii); (viii), to otherwise modify or
delete existing provisions of this Agreement; provided that such amendment
(other than any amendment for any of the specific purposes described in clauses
(i), (ii), (iv), (v), (vi) and (vii) above) shall not adversely affect in any
material respect the interests of any Certificateholder or the Companion Loan
Noteholders, as evidenced by either an Opinion of Counsel delivered to the
Trustee and each other party hereto to such effect or, in the case of a Class of
Certificates or a Class of Companion Loan Securities to which a rating has been
assigned by one or more Rating Agencies, written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event with respect to such Class of Certificates or Companion
Loan Securities; and provided, further, that such amendment shall not
significantly change the activities of the Trust; and provided, further, that no
amendment may be made that changes in any manner the obligations or rights of
any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement without the
consent of the affected Mortgage Loan Seller.

            (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes 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; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Loans 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 Companion Loan Noteholders, without
the consent of the affected Companion Loan Noteholders, (ii) adversely affect in
any material respect the interests of the Holders of any Class of Certificates
or the interests of the Companion Loan Noteholders in a manner other than as
described in the immediately preceding clause (i) without the consent of the
Holders of all Certificates of such Class or the consent of the affected
Companion Loan Noteholders, as the case may be, (iii) significantly change the
activities of the Trust without the consent of the Holders of Certificates
entitled to 51% of all the Voting Rights (without regard to Certificates held by
the Depositor or any of the Depositor's Affiliates and/or agents), (iv) modify
the provisions of this Section 12.01, without the consent of the Holders of all
Certificates then outstanding and the consent of the affected Companion Loan
Noteholders, (v) modify the provisions of Section 3.21 or the Servicing
Standard, without the consent of the Holders of all Regular Interest
Certificates then outstanding and the consent of the Companion Loan Noteholders,
or (vi) modify the specified percentage of Voting Rights which are required to
be held by Certificateholders to consent or not to object to any particular
action pursuant to any provision of this Agreement without the consent of the
Holders of all Certificates then outstanding or modify the rights of the
Companion Loan Noteholders to consent or not object to any particular action
pursuant to any provision of this Agreement without the consent of all affected
Companion Loan Noteholders. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 12.01, Certificates registered in the name of any party hereto or
any Affiliate thereof shall be entitled to the same Voting Rights with respect
to matters described above as they would if any other Person held such
Certificates, so long as the subject amendment does not relate to increasing its
rights or reducing or limiting its obligations hereunder as a party to this
Agreement.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the party seeking such amendment) addressed to the Trustee and each other
party hereto, to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on
either REMIC Pool pursuant to the REMIC Provisions, cause either REMIC Pool to
fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a
grantor trust within the meaning of the Grantor Trust Provisions at any time
that any Certificates are outstanding and (ii) such amendment complies in all
material respects with the provisions of this Section 12.01.

            (d) Promptly after the execution of any such amendment, the Trustee
shall send electronically (and make available on its website) a copy thereof to
each Certificateholder and the Companion Loan Noteholders.

            (e) It shall not be necessary for the consent of Certificateholders
or the affected Companion Loan Noteholders 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 or the affected Companion Loan Noteholders shall be subject
to such reasonable regulations as the Trustee may prescribe.

            (f) Each of the Master Servicer, the Special Servicer and the
Trustee may but 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 Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is 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 Pool Custodial Account, in the case of the
Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of
the Distribution Account, in the case of the Trustee, pursuant to Section
3.05(b).

            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 Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Pool Custodial Account pursuant to Section 3.05(a) or, to the extent
that it benefits the Companion Loan Noteholders, out of the related Loan Group
Custodial Account pursuant to Section 3.05(A)(a)) to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders and/or the Companion Loan Noteholders; provided, however,
that the Trustee shall have no obligation or responsibility to determine whether
any such recordation of this Agreement is required.

            (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.

            Section 12.03 Limitation on Rights of Certificateholders and the
Companion Loan Noteholders.

            (a) The death or incapacity of any Certificateholder or any
Companion Loan Noteholder shall not operate to terminate this Agreement or the
Trust Fund, nor entitle such Certificateholder's or such Companion Loan
Noteholder's legal representatives or heirs 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) The Certificateholders and the Companion Loan Noteholders
(except as expressly provided for herein) shall not have any right to vote 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 Companion Loan Noteholders from time to time as
partners or members of an association; nor shall any Certificateholder or
Companion Loan Noteholder 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) Neither any of the Certificateholders nor the Companion Loan
Noteholders 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
Person previously shall have given to the Trustee a written notice of default
hereunder, and of the continuance thereof, as hereinbefore provided, and unless
also (except in the case of a default by the Trustee) the Holders of
Certificates entitled to at least 25% of the Voting Rights 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. 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, 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; Consent to Jurisdiction.


            This Agreement will be governed by and construed in accordance with
the laws of the State of New York, applicable to agreements negotiated, made and
to be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer and the
Trustee each hereby irrevocably (i) submits to the jurisdiction of any New York
State and federal courts sitting in New York City with respect to matters
arising out of or relating to this Agreement; (ii) agrees that all claims with
respect to such action or proceeding may be heard and determined in such New
York State or federal courts; (iii) waives the defense of an inconvenient forum;
and (iv) agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.

            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 when delivered to: (i) in the case of the Depositor, Greenwich
Capital Commercial Funding Corp., 600 Steamboat Road, Greenwich, Connecticut
06830, Attention: Perry Gershon, Telecopy No.: (203) 618-2134 with a copy to
Paul Stevelman, Esq., Telecopy No.: (203) 618-2132; (ii) in the case of the
Master Servicer, Midland Loan Services, Inc., 10851 Mastin Street, Building 82,
Suite 300, Overland Park, Kansas 66210, Attention: President, fax number: (913)
253-9001, with a copy to: Russell A. Brien, fax number: (816) 691-3495; (iii) in
the case of the Special Servicer, LNR Partners, Inc., 1601 Washington Avenue,
Suite 700, Miami Beach, Florida 33139, Attention: Randy Wolpert, facsimile
number: (305) 695-5601; (iv) in the case of the Trustee, LaSalle Bank National
Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Global Securities and Trust Services--Greenwich Capital Commercial
Funding Corp., Commercial Mortgage Trust Series 2006-GG7, facsimile number:
(312) 904-1085; (v) in the case of the Underwriters, (A) Greenwich Capital
Markets, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention:
Perry Gershon, Telecopy No.: (203) 618-2134 with a copy to Paul Stevelman, Esq.,
Telecopy No.: (203) 618-2132; (B) Goldman, Sachs & Co., 85 Broad Street, New
York, New York 10004, Attention: Emily Brooks, Telecopy No.: (212) 346-3594,
with a copy to: Goldman, addressed to Goldman, Sachs & Co., 85 Broad Street, New
York, New York 10004, Attention: Emily Brooks, fax number: (212) 346-3594, with
a copy to: David Stiepleman, Esq., fax number: (212) 428-3141; (C) to MS,
addressed to Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New
York 10036, Attention: Anthony Sfarra, Telecopy No.: (212) 507-4011, with a
telecopy to Michelle Wilke, Esq., Telecopy No.: (212) 296-3146; (D) to Bear,
Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention:
Richard Ruffer, Telecopy No.: (973) 463-5293, with a telecopy to Joseph
Jurkowski, Esq., Telecopy No.: (917) 849-1179; (E) Wachovia Capital Markets,
LLC, 301 S. College Street, TW-16 NC0166, Charlotte, NC 28288-0166, Attention:
Royer Culp, Telecopy No.: (704) 715-0066, with a telecopy to Lars Carlsten,
Esq., Telecopy No.: (704) 715-0066; and (F) Merrill Lynch, Pierce, Fenner &
Smith Incorporated, 4 World Financial Center, 16th Floor, 250 Vesey Street, New
York, New York 10080, Telecopy No: (212) 449-7684, Attention: David M. Rodgers
or Director, CMBS Securitization, with a copy to Robert Denicola, Esq., Office
of the General Counsel, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, 4
World Financial Center, 12th Floor, 250 Vesey Street, New York, New York 10080,
Telecopy No: (212) 449-0265; (vi) in the case of the Rating Agencies, (A)
Standard & Poor's Rating Services, a division of the McGraw-Hill Companies,
Inc., 55 Water Street, 10th Floor, New York, New York 10004, Attention: CMBS
Surveillance Department, Telecopy No.: (212) 438-2662; and (B) Moody's Investors
Service, Inc., 99 Church Street, New York, New York, Attention: CMBS-Monitoring,
Telecopy No.: (212) 553-1350; (vii) in the case of the Companion Loan
Noteholders, to their addresses as set forth in or notified to the parties
hereto pursuant to, the related Co-Lender Agreement; (viii) in the case of the
initial Controlling Class Directing Holder, Redwood Trust, Inc., One Belvedere
Place, Mill Valley, CA 94941, Attention: Clay Barnes (GG7), Telecopy No.: (415)
381-1773; and (ix) in the case of the Mortgage Loan Sellers, (A) Greenwich
Capital Financial Products, Inc., 600 Steamboat Road, Greenwich, Connecticut
06830, Attention: Perry Gershon, Telecopy No.: (203) 618-2134, with a copy to
Paul Stevelman, Esq., Telecopy No.: (203) 618-2132; and (B) Goldman Sachs
Mortgage Company, 85 Broad Street, New York, New York 10004, Attention: Emily
Brooks, Telecopy No.: (212) 346-3594, with a copy to: David Stiepleman, Esq.,
Telecopy No.: (212) 428-3141; 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.

            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 and the Trustee agree that it is their intent 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 and the Trustee agree that it is their intent
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor and the Trustee also
intend and agree that, in such event, (i) in order to secure performance of the
Depositor's obligations hereunder and payment of the Certificates, the Depositor
shall be deemed to have granted, and does hereby grant, 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 constituting the Trust Fund, including
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 any Principal Prepayments received on
or prior to the Cut-off Date), all amounts held from time to time in the Pool
Custodial Account, the Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Account and, if established, the Pool REO Account
and any 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.

            Section 12.08 [Reserved].

            Section 12.09 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 Underwriter shall be a third party beneficiary to this
Agreement solely with respect to its right to receive the reports, statements
and other information to which it is entitled hereunder, to preserve such
Underwriter's rights under Sub-Servicing Agreements as contemplated by Section
3.23(d) and, in the case of a Mortgage Loan Seller, to terminate the Trust Fund
pursuant to Section 9.01.

            Each of the Sub-Servicers that is a party to a Sub-Servicing
Agreement in effect on the Closing Date (or being negotiated as of the Closing
Date and in effect within 90 days thereafter) shall be a third party beneficiary
to obligations of a successor Master Servicer under Section 3.23, provided that
the sole remedy for any claim by a Sub-Servicer as a third party beneficiary
pursuant to this Section 12.09 shall be against a successor Master Servicer
solely in its corporate capacity and no Sub-Servicer shall have any rights or
claims against the Trust Fund or any party hereto (other than a successor Master
Servicer in its corporate capacity as set forth in this Section 12.09) as a
result of any rights conferred on such Sub-Servicer as a third party beneficiary
pursuant to this Section 12.09.

            The Companion Loan Noteholders and any designees thereof acting on
behalf of or exercising the rights of the Companion Loan Noteholders shall be
third-party beneficiaries to this Agreement with respect to their rights as
specifically provided for herein.

            Each Lead Master Servicer, Lead Special Servicer and Lead Trustee
shall be third party beneficiaries to this Agreement solely with respect to (i)
the reimbursement of nonrecoverable advances made by such party under the Lead
PSA, as provided in Section 3.05 hereof and (ii) the indemnification of the Lead
Master Servicer, Lead Trustee and Lead Special Servicer, as provided in Section
6.03.

            Any Subsequent Master Servicer and Subsequent Trustee shall be a
third party beneficiary to this Agreement solely with respect to the
recoverability of any back-up P&I Advances pursuant to Section 3.05A, and to the
extent required under the related Co-Lender Agreement.

            Each of the Master Servicer and the Special Servicer acknowledges
that upon the securitization of a Serviced Pari Passu Companion Loan, the
Subsequent Trustee will be the owner of such Mortgage Note and that, pursuant to
the Subsequent PSA, the Subsequent Master Servicer will be entitled to enforce
the rights of the Subsequent Trustee with respect to such Loan under the related
Co-Lender Agreement and this Agreement.

            This Agreement may not be amended in any manner that would adversely
affect the rights of any such third party beneficiary without its consent. No
other Person, including any Mortgagor, shall be entitled to any benefit or
equitable right, remedy or claim under this Agreement.

            Section 12.10 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 12.11 Notices to Rating Agencies.

            (a) The Trustee shall promptly 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 Master Servicer or the
      Special Servicer;

            (iv) the repurchase of Mortgage Loans by the applicable Mortgage
      Loan Seller pursuant to Section 2.03;

            (v) any change in the location of the Distribution Account, the
      Interest Reserve Account or the Excess Liquidation Proceeds Account;

            (vi) the final payment to any Class of Certificateholders; and

            (vii) any sale or disposition of any Mortgage Loan or REO Property.

            (b) The Master Servicer shall promptly 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; and

            (ii) any change in the location of any Custodial Account.

            (c) The Special Servicer shall furnish each Rating Agency with
respect to a Specially Serviced Loan such information as the Rating Agency shall
reasonably request and which the Special Servicer can reasonably provide in
accordance with applicable law, with copies to the Trustee.

            (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

            (i) each of its annual statements as to compliance described in
      Section 11.09 and Section 11.10;

            (ii) each of its annual independent public accountants' servicing
      reports described in Section 11.11; and

            (iii) any Officer's Certificate delivered by it to the Trustee
      pursuant to Section 3.12(d), 4.03(c) or 4.03A(c).

            (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

            (f) The Trustee shall promptly deliver to each Rating Agency a copy
of each of the statements and reports described in Section 4.02(a) that is
prepared by it.

            (g) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.

            Section 12.12 Global Opinions.

            Notwithstanding anything herein to the contrary, where any party
hereto is required or permitted to rely upon an Opinion of Counsel with respect
to any particular matter, such Opinion of Counsel need not specifically
reference such particular matter, but rather such Opinion of Counsel may address
general matters of law in respect of nonspecific circumstances which clearly
encompass the facts of such particular matter (any such Opinion of Counsel, a
"Global Opinion"); provided that no Global Opinion may be relied upon if it is
more than 12 months old or if the subject party has reason to believe that such
Global Opinion no longer expresses a correct legal opinion.

            Section 12.13 Complete Agreement.

            This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 12.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.

<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.

                                          GREENWICH CAPITAL COMMERCIAL FUNDING
                                             CORP.,
                                             Depositor


                                          By: /s/ Andrew Snow
                                             -----------------------------------
                                             Name: Andrew Snow
                                             Title: Vice President


                                          MIDLAND LOAN SERVICES, INC.,
                                             Master Servicer


                                          By: /s/ Lawrence D. Ashley
                                             -----------------------------------
                                             Name: Lawrence D. Ashley
                                             Title: Senior 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/ Andy Streepey
                                             -----------------------------------
                                             Name: Andrew Streepey
                                             Title: Assistant Vice President


<PAGE>

STATE OF CONNECTICUT    )
                        )  ss.:
COUNTY OF FAIRFIELD     )

            On the 6th day of July, 2006, before me, a notary public in and for
said State, personally appeared Andrew Snow, known to me to be a Vice President
of Greenwich Capital Commercial Funding Corp., one of the entities that executed
the within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity 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/ Raegan L Strazza
--------------------------------------
            Notary Public


<PAGE>

STATE OF FLORIDA        )
                        )  ss.:
COUNTY OF MIAMI-DADE    )

            On the 12th day of July, 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., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity 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/ Helen E Galera
--------------------------------------
     Print Name: Helen E Galera
   Notary Public, State of Florida


<PAGE>

STATE OF KANSAS         )
                        )  ss.:
COUNTY OF JOHNSON       )

            On the Tenth day of July, 2006, before me, a notary public in and
for said State, personally appeared Lawrence D. Ashley, known to me to be a
Senior Vice President of Midland Loan Services, Inc., one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
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/ Brent Kinder
--------------------------------------
             Notary Public

           [Notarial Seal]


<PAGE>

STATE OF ILLINOIS       )
                        )  ss.:
COUNTY OF COOK          )

            On the 12th day of July, 2006, before me, a notary public in and for
said State, personally appeared Andy Streepey, known to me to be an Assistant
Vice President of LaSalle Bank National Association, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
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

<PAGE>


                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
GCCFC 06-GG7 Loan ID   GCFP Control_Number   GCFP Loan ID    Loan Name
--------------------   -------------------   -------------   ------------------------------------------
<S>                    <C>                   <C>             <C>
1                      00-1001181            00-1001181      Investcorp Retail Portfolio
1.01                   00-1001181-1          00-1001181-1    Westgate Marketplace
1.02                   00-1001181-2          00-1001181-2    Market At First Colony
1.03                   00-1001181-3          00-1001181-3    Village At Blanco
1.04                   00-1001181-4          00-1001181-4    Copperfield Crossing
1.05                   00-1001181-5          00-1001181-5    Mason Park
1.06                   00-1001181-6          00-1001181-6    Bandera Festival
1.07                   00-1001181-7          00-1001181-7    Grogan's Mill
1.08                   00-1001181-8          00-1001181-8    Creekside Plaza Shopping Center
1.09                   00-1001181-9          00-1001181-9    Southlake Village
1.10                   00-1001181-10         00-1001181-10   Townsend Square
1.11                   00-1001181-11         00-1001181-11   Highland Square
1.12                   00-1001181-12         00-1001181-12   Forestwood
1.13                   00-1001181-13         00-1001181-13   Steeplechase
1.14                   00-1001181-14         00-1001181-14   Spring Shadows
1.15                   00-1001181-15         00-1001181-15   Mission Bend
1.16                   00-1001181-16         00-1001181-16   Sterling Plaza
1.17                   00-1001181-17         00-1001181-17   Parkwood
1.18                   00-1001181-18         00-1001181-18   Village By The Park
1.19                   00-1001181-19         00-1001181-19   Barker Cypress
1.20                   00-1001181-20         00-1001181-20   Benchmark Crossing
1.21                   00-1001181-21         00-1001181-21   DeSoto Shopping Center
1.22                   00-1001181-22         00-1001181-22   Beechcrest
1.23                   00-1001181-23         00-1001181-23   Richwood
1.24                   00-1001181-24         00-1001181-24   Colony Plaza
1.25                   00-1001181-25         00-1001181-25   Melbourne Plaza
1.26                   00-1001181-26         00-1001181-26   Minyard's
1.27                   00-1001181-27         00-1001181-27   Green Oaks
1.28                   00-1001181-28         00-1001181-28   Kroger's Bissonnet
1.29                   00-1001181-29         00-1001181-29   Wurzbach
2                      00-1001175            00-1001175      One New York Plaza
3                      05-1531               05-1531         JP Morgan International Plaza I & II
4                      00-1001189            00-1001189      55 Corporate Drive
5                      05-1562               05-1562         350 Madison Avenue
6                      00-1001190            00-1001190      Portals I
7                      05-1570               05-1570         Pacific Center
8                      00-1001191            00-1001191      Montehiedra Town Center
9                      09-0002350            09-0002350      The Strip
10                     00-1001187            00-1001187      Johnson Medical Office Portfolio
10.01                  00-1001187-1          00-1001187-1    Sacred Heart MOB
10.02                  00-1001187-2          00-1001187-2    Shelby Physicians Center
10.03                  00-1001187-3          00-1001187-3    Cullman MOB I
10.04                  00-1001187-4          00-1001187-4    Physicians Medical Plaza
10.05                  00-1001187-5          00-1001187-5    Cullman MOB II
10.06                  00-1001187-6          00-1001187-6    Wesley Medical Plaza
10.07                  00-1001187-7          00-1001187-7    Emerald Coast Physicians Plaza
10.08                  00-1001187-9          00-1001187-9    Coosa Valley Medical Plaza
10.09                  00-1001187-8          00-1001187-8    Kingsport Medical Office Plaza
10.10                  00-1001187-10         00-1001187-10   Carolina Medical Plaza
10.11                  00-1001187-11         00-1001187-11   The Women's Pavilion
10.12                  00-1001187-12         00-1001187-12   Coastal Carolina Medical Plaza
10.13                  00-1001187-13         00-1001187-13   Family Medicine South
11                     06-0244               06-0244         West Oaks Mall
12                     06-0070               06-0070         The Hilton Minneapolis
13                     05-0760               05-0760         The Mall at Turtle Creek
14                     00-1001152            00-1001152      JQH Hotel Portfolio B2
14.01                  GS-2-1                GS-2-1          Dallas Embassy Suites
14.02                  GS-2-2                GS-2-2          Sacramento Holiday Inn
14.03                  GS-2-3                GS-2-3          Charlotte Renaissance
14.04                  GS-2-4                GS-2-4          Montgomery Embassy Suites
14.05                  GS-2-5                GS-2-5          Columbia Embassy Suites
14.06                  GS-2-6                GS-2-6          Jefferson City Capitol Plaza
14.07                  GS-2-7                GS-2-7          Coral Springs Marriott
14.08                  GS-2-8                GS-2-8          Cedar Rapids Marriott
15                     05-0563               05-0563         Nemours Building
16                     06-0329               06-0329         John Marshall II
17                     06-0342               06-0342         Mount Kemble Corporate Center
18                     09-0002345            09-0002345      The Hotel on Rivington
19                     05-1100               05-1100         Corporate Center
20                     03-0350               03-0350         Citadel Crossing
21                     05-1322               05-1322         331 North Maple Drive
22                     09-0002346            09-0002346      Buckhead Crossing
23                     05-0447               05-0447         Bass Pro Shops
24                     06-0285               06-0285         131 Spring Street
25                     06-0413               06-0413         Mohawk Hills Apartments
26                     06-0069               06-0069         3 Gannett Drive
27                     09-0002341            09-0002341      Glenwood Meadows
28                     09-0002363            09-0002363      Santan Gateway
29                     06-0058               06-0058         Two Towne Square
30                     05-1437               05-1437         Towns of Riverside
31                     06-0268               06-0268         88 Third Avenue
32                     06-0151               06-0151         Lorden Plaza
33                     06-0412               06-0412         Providence at Old Meridian
34                     05-1220               05-1220         Holiday Inn, Fishermans Wharf
35                     06-0212               06-0212         Moulton Plaza
36                     05-1156               05-1156         Fremont Marriott
37                     05-1537               05-1537         Alanza Brook Apartments
38                     06-0102               06-0102         Residence Inn Midtown Atlanta
39                     06-0507               06-0507         1544 Old Alabama Road and 900 Holcomb Road
39.01                  06-0507               06-0507         1544 Old Alabama Road
39.02                  06-0507               06-0507         900 Holcomb Road
40                     09-0002332            09-0002332      Louisville Medical Office Portfolio
40.01                  09-0002332-1          09-0002332-1    Gray Street Medical Office Plaza
40.02                  09-0002332-2          09-0002332-2    Audubon Medical Plaza West
40.03                  09-0002332-3          09-0002332-3    Audubon Medical Plaza East
41                     09-0002310            09-0002310      Aliso Viejo 20
42                     09-0002311            09-0002311      Paradise 24
43                     05-1508               05-1508         Anderson Station
44                     06-0160               06-0160         Tequa Festival Marketplace
45                     06-0034               06-0034         6200 Oak Tree Boulevard
46                     05-0533               05-0533         Grant & Geary Center
47                     09-0002360            09-0002360      Oak Park Shopping Center
48                     06-0035               06-0035         107 Tom Starling Road
49                     05-0777               05-0777         Residence Inn by Marriott- Princeton, NJ
50                     05-0991               05-0991         Medinah Temple
51                     05-0302               05-0302         Price Self Storage - National
52                     06-0324               06-0324         Padonia Shopping Center
53                     05-1501               05-1501         Pleasant Hill
54                     06-0012               06-0012         Homewood Suites - Del Mar
55                     06-0039               06-0039         289 Greenwich Avenue
56                     09-0002356            09-0002356      American River Office
57                     06-0255               06-0255         Fairfax Office Building
58                     09-0002358            09-0002358      Andersen Fiesta
59                     05-1491               05-1491         Silver Creek Portfolio II
59.01                  05-1491               05-1491         1005 East Spruce Street
59.02                  05-1491               05-1491         912 U.S. Highway 12
59.03                  05-1491               05-1491         2002 South Pleasant Street
59.04                  05-1491               05-1491         2405 West 7th Street
59.05                  05-1491               05-1491         3907 Beinville Road
59.06                  05-1491               05-1491         2200 North Wayne Street
59.07                  05-1491               05-1491         2050 Walton Drive
59.08                  05-1491               05-1491         771 Lost Creek Boulevard
59.09                  05-1491               05-1491         5441 South 24th Street
60                     06-0206               06-0206         Hilton Garden Inn - Las Vegas
61                     09-0002364            09-0002364      Chandler Santan South
62                     05-1393               05-1393         Mayfaire Community Center (Harris Teeter)
63                     09-0002353            09-0002353      Mercado del Rancho
64                     09-0002335            09-0002335      Brookhollow Two
65                     09-0002355            09-0002355      Camelback Village Center
66                     09-0002339            09-0002339      Alpine Valley Center
67                     05-0947               05-0947         Wyndham Union Station Hotel
68                     09-0002357            09-0002357      Cortaro Plaza
69                     04-1504               04-1504         Hotel Los Gatos
70                     05-1498               05-1498         The Moorings
71                     05-0968               05-0968         Palm Plaza
72                     05-0957               05-0957         Chicago Industrial Portfolio
72.01                  05-0957               05-0957         1812 West Hubbard
72.02                  05-0957               05-0957         7200 Leamington
73                     09-0002292            09-0002292      Shops at World Golf Village
74                     06-0052               06-0052         Lackland Self Storage
75                     05-1586               05-1586         Comfort Suites Manassas
76                     06-0114               06-0114         Townplace Suites by Marriott, Campbell
77                     05-0754               05-0754         Centra Point Portfolio
77.01                  05-0754               05-0754         Centra Point Building 2
77.02                  05-0754               05-0754         Centra Point Building 8
77.03                  05-0754               05-0754         Centra Point Building 4
77.04                  05-0754               05-0754         Centra Point Building 3
78                     06-0366               06-0366         Hoffman Village Shopping Center
79                     09-0002349            09-0002349      Alexian Brothers Medical Office Portfolio
79.01                  09-0002349-1          09-0002349-1    Alexian Brothers II MOB
79.02                  09-0002349-2          09-0002349-2    Alexian Brothers I MOB
80                     09-0002305            09-0002305      Energy Park Corporate Center
81                     06-0162               06-0162         Mesquite Village
82                     06-0055               06-0055         Plaza Towers
83                     09-0002208            09-0002208      Water Tower Place
84                     06-0124               06-0124         The Marketplace
85                     09-0002309            09-0002309      Arcadia Villa Apartments
86                     09-0002313            09-0002313      Promenade Building
87                     09-0002359            09-0002359      Lancaster Plaza
88                     05-0901               05-0901         Ebensburg Plaza
89                     06-0157               06-0157         Best Western - Charleston
90                     05-1221               05-1221         New Center Parking Decks
91                     09-0002280            09-0002280      Balmoral Centre
92                     06-0265               06-0265         Snyder Warehouse
93                     06-0121               06-0121         Galtier Plaza
94                     09-0002347            09-0002347      Hilltop Village
95                     06-0334               06-0334         LA Fitness, Beaverton
96                     05-1553               05-1553         Biltmore Shopping Plaza
97                     09-0002369            09-0002369      North 101 Business Park
98                     05-1519               05-1519         Manchester Theater
99                     05-1418               05-1418         Southboro Executive Place
100                    09-0002275            09-0002275      Hopewell Shopping Center
101                    09-0002315            09-0002315      Meadows Apartments
102                    06-0257               06-0257         Colony at Piper Glen I & II
103                    09-0002361            09-0002361      Heritage Place
104                    09-0002342            09-0002342      Somerset Apartments
105                    09-0002295            09-0002295      Hiram Square
106                    09-0002333            09-0002333      Commerce Center
107                    05-0412               05-0412         Southlake Village Retail Center
108                    06-0258               06-0258         201 Providence Road
109                    06-0392               06-0392         Eastern HIlls Center
110                    09-0002306            09-0002306      Grove Towers
111                    06-0252               06-0252         425 Ashley Ridge Boulevard
112                    06-0065               06-0065         85 East Colorado Boulevard
113                    09-0002351            09-0002351      Keswick Apartments
114                    06-0094               06-0094         Hampton Inn - Palm Desert
115                    09-0002336            09-0002336      Six Quebec
116                    09-0002329            09-0002329      Hill Country Crossing
117                    09-0002303            09-0002303      Martin Crossing
118                    05-1510               05-1510         Fair Hope
119                    06-0095               06-0095         Day Hill Village Shoppes
120                    09-0002219            09-0002219      Supercenter Exchange
121                    09-0002205            09-0002205      Beach Park Walgreens
122                    09-0002317            09-0002317      Mercedes Plaza
123                    09-0002247            09-0002247      4790 Sugarloaf Parkway
124                    09-0002328            09-0002328      Augusta Business Center
125                    09-0002294            09-0002294      Lakeside Office Building
126                    05-1439               05-1439         South Wayne Center
127                    05-0612               05-0612         Rhett at Remount
128                    09-0002191            09-0002191      Milestone South Retail Center
129                    09-0002296            09-0002296      Central Texas Marketplace
130                    09-0002343            09-0002343      Westlake Office Center
131                    05-0514               05-0514         Trenton Shopping Center
132                    05-1499               05-1499         Tire Kingdom
133                    06-0373               06-0373         Parkway Village
134                    05-0502               05-0502         460 West Ontario Street

1-P                    00-1001181            00-1001181      Investcorp Retail Portfolio
2-P                    00-1001175            00-1001175      One New York Plaza
3-B                    05-1531               05-1531         JP Morgan International Plaza I & II
14-P                   00-1001152            00-1001152      JQH Hotel Portfolio B2
15-B                   05-0563               05-0563         Nemours Building
30-B                   05-1437               05-1437         Towns of Riverside
74-B                   06-0052               06-0052         Lackland Self Storage
77-P                   05-0754               05-0754         Centra Point Portfolio

<CAPTION>
GCCFC 06-GG7 Loan ID   Property Name                                General Property Type
--------------------   ------------------------------------------   ---------------------
<S>                    <C>                                          <C>
1                      Investcorp Retail Portfolio
1.01                   Westgate Marketplace                         Retail
1.02                   Market At First Colony                       Retail
1.03                   Village At Blanco                            Retail
1.04                   Copperfield Crossing                         Retail
1.05                   Mason Park                                   Retail
1.06                   Bandera Festival                             Retail
1.07                   Grogan's Mill                                Retail
1.08                   Creekside Plaza Shopping Center              Retail
1.09                   Southlake Village                            Retail
1.10                   Townsend Square                              Retail
1.11                   Highland Square                              Retail
1.12                   Forestwood                                   Retail
1.13                   Steeplechase                                 Retail
1.14                   Spring Shadows                               Retail
1.15                   Mission Bend                                 Retail
1.16                   Sterling Plaza                               Retail
1.17                   Parkwood                                     Retail
1.18                   Village By The Park                          Retail
1.19                   Barker Cypress                               Retail
1.20                   Benchmark Crossing                           Retail
1.21                   DeSoto Shopping Center                       Retail
1.22                   Beechcrest                                   Retail
1.23                   Richwood                                     Retail
1.24                   Colony Plaza                                 Retail
1.25                   Melbourne Plaza                              Retail
1.26                   Minyard's                                    Retail
1.27                   Green Oaks                                   Retail
1.28                   Kroger's Bissonnet                           Retail
1.29                   Wurzbach                                     Retail
2                      One New York Plaza                           Office
3                      JP Morgan International Plaza I & II         Office
4                      55 Corporate Drive                           Office
5                      350 Madison Avenue                           Office
6                      Portals I                                    Office
7                      Pacific Center                               Office
8                      Montehiedra Town Center                      Retail
9                      The Strip                                    Retail
10                     Johnson Medical Office Portfolio
10.01                  Sacred Heart MOB                             Office
10.02                  Shelby Physicians Center                     Office
10.03                  Cullman MOB I                                Office
10.04                  Physicians Medical Plaza                     Office
10.05                  Cullman MOB II                               Office
10.06                  Wesley Medical Plaza                         Office
10.07                  Emerald Coast Physicians Plaza               Office
10.08                  Coosa Valley Medical Plaza                   Office
10.09                  Kingsport Medical Office Plaza               Office
10.10                  Carolina Medical Plaza                       Office
10.11                  The Women's Pavilion                         Office
10.12                  Coastal Carolina Medical Plaza               Office
10.13                  Family Medicine South                        Office
11                     West Oaks Mall                               Retail
12                     The Hilton Minneapolis                       Hospitality
13                     The Mall at Turtle Creek                     Retail
14                     JQH Hotel Portfolio B2
14.01                  Dallas Embassy Suites                        Hospitality
14.02                  Sacramento Holiday Inn                       Hospitality
14.03                  Charlotte Renaissance                        Hospitality
14.04                  Montgomery Embassy Suites                    Hospitality
14.05                  Columbia Embassy Suites                      Hospitality
14.06                  Jefferson City Capitol Plaza                 Hospitality
14.07                  Coral Springs Marriott                       Hospitality
14.08                  Cedar Rapids Marriott                        Hospitality
15                     Nemours Building                             Office
16                     John Marshall II                             Office
17                     Mount Kemble Corporate Center                Office
18                     The Hotel on Rivington                       Hospitality
19                     Corporate Center                             Office
20                     Citadel Crossing                             Retail
21                     331 North Maple Drive                        Office
22                     Buckhead Crossing                            Retail
23                     Bass Pro Shops                               Retail
24                     131 Spring Street                            Retail
25                     Mohawk Hills Apartments                      Multifamily
26                     3 Gannett Drive                              Office
27                     Glenwood Meadows                             Retail
28                     Santan Gateway                               Retail
29                     Two Towne Square                             Office
30                     Towns of Riverside                           Multifamily
31                     88 Third Avenue                              Office
32                     Lorden Plaza                                 Retail
33                     Providence at Old Meridian                   Multifamily
34                     Holiday Inn, Fishermans Wharf                Hospitality
35                     Moulton Plaza                                Retail
36                     Fremont Marriott                             Hospitality
37                     Alanza Brook Apartments                      Multifamily
38                     Residence Inn Midtown Atlanta                Hospitality
39                     1544 Old Alabama Road and 900 Holcomb Road
39.01                  1544 Old Alabama Road                        Office
39.02                  900 Holcomb Road                             Office
40                     Louisville Medical Office Portfolio
40.01                  Gray Street Medical Office Plaza             Office
40.02                  Audubon Medical Plaza West                   Office
40.03                  Audubon Medical Plaza East                   Office
41                     Aliso Viejo 20                               Retail
42                     Paradise 24                                  Retail
43                     Anderson Station                             Retail
44                     Tequa Festival Marketplace                   Retail
45                     6200 Oak Tree Boulevard                      Office
46                     Grant & Geary Center                         Office
47                     Oak Park Shopping Center                     Retail
48                     107 Tom Starling Road                        Industrial
49                     Residence Inn by Marriott- Princeton, NJ     Hospitality
50                     Medinah Temple                               Office
51                     Price Self Storage - National                Self-Storage
52                     Padonia Shopping Center                      Retail
53                     Pleasant Hill                                Retail
54                     Homewood Suites - Del Mar                    Hospitality
55                     289 Greenwich Avenue                         Office
56                     American River Office                        Office
57                     Fairfax Office Building                      Office
58                     Andersen Fiesta                              Retail
59                     Silver Creek Portfolio II
59.01                  1005 East Spruce Street                      Retail
59.02                  912 U.S. Highway 12                          Retail
59.03                  2002 South Pleasant Street                   Retail
59.04                  2405 West 7th Street                         Retail
59.05                  3907 Beinville Road                          Retail
59.06                  2200 North Wayne Street                      Retail
59.07                  2050 Walton Drive                            Retail
59.08                  771 Lost Creek Boulevard                     Retail
59.09                  5441 South 24th Street                       Retail
60                     Hilton Garden Inn - Las Vegas                Hospitality
61                     Chandler Santan South                        Retail
62                     Mayfaire Community Center (Harris Teeter)    Retail
63                     Mercado del Rancho                           Retail
64                     Brookhollow Two                              Office
65                     Camelback Village Center                     Retail
66                     Alpine Valley Center                         Retail
67                     Wyndham Union Station Hotel                  Hospitality
68                     Cortaro Plaza                                Retail
69                     Hotel Los Gatos                              Hospitality
70                     The Moorings                                 Multifamily
71                     Palm Plaza                                   Hospitality
72                     Chicago Industrial Portfolio
72.01                  1812 West Hubbard                            Office
72.02                  7200 Leamington                              Industrial
73                     Shops at World Golf Village                  Retail
74                     Lackland Self Storage                        Self-Storage
75                     Comfort Suites Manassas                      Hospitality
76                     Townplace Suites by Marriott, Campbell       Hospitality
77                     Centra Point Portfolio
77.01                  Centra Point Building 2                      Office
77.02                  Centra Point Building 8                      Office
77.03                  Centra Point Building 4                      Office
77.04                  Centra Point Building 3                      Office
78                     Hoffman Village Shopping Center              Retail
79                     Alexian Brothers Medical Office Portfolio
79.01                  Alexian Brothers II MOB                      Office
79.02                  Alexian Brothers I MOB                       Office
80                     Energy Park Corporate Center                 Office
81                     Mesquite Village                             Multifamily
82                     Plaza Towers                                 Hospitality
83                     Water Tower Place                            Industrial
84                     The Marketplace                              Retail
85                     Arcadia Villa Apartments                     Multifamily
86                     Promenade Building                           Office
87                     Lancaster Plaza                              Retail
88                     Ebensburg Plaza                              Retail
89                     Best Western - Charleston                    Hospitality
90                     New Center Parking Decks                     Other
91                     Balmoral Centre                              Office
92                     Snyder Warehouse                             Industrial
93                     Galtier Plaza                                Office
94                     Hilltop Village                              Retail
95                     LA Fitness, Beaverton                        Retail
96                     Biltmore Shopping Plaza                      Retail
97                     North 101 Business Park                      Office
98                     Manchester Theater                           Retail
99                     Southboro Executive Place                    Office
100                    Hopewell Shopping Center                     Retail
101                    Meadows Apartments                           Multifamily
102                    Colony at Piper Glen I & II                  Office
103                    Heritage Place                               Office
104                    Somerset Apartments                          Multifamily
105                    Hiram Square                                 Retail
106                    Commerce Center                              Retail
107                    Southlake Village Retail Center              Retail
108                    201 Providence Road                          Office
109                    Eastern HIlls Center                         Retail
110                    Grove Towers                                 Office
111                    425 Ashley Ridge Boulevard                   Office
112                    85 East Colorado Boulevard                   Retail
113                    Keswick Apartments                           Multifamily
114                    Hampton Inn - Palm Desert                    Hospitality
115                    Six Quebec                                   Office
116                    Hill Country Crossing                        Office
117                    Martin Crossing                              Retail
118                    Fair Hope                                    Retail
119                    Day Hill Village Shoppes                     Retail
120                    Supercenter Exchange                         Retail
121                    Beach Park Walgreens                         Retail
122                    Mercedes Plaza                               Retail
123                    4790 Sugarloaf Parkway                       Office
124                    Augusta Business Center                      Retail
125                    Lakeside Office Building                     Office
126                    South Wayne Center                           Industrial
127                    Rhett at Remount                             Retail
128                    Milestone South Retail Center                Retail
129                    Central Texas Marketplace                    Retail
130                    Westlake Office Center                       Office
131                    Trenton Shopping Center                      Retail
132                    Tire Kingdom                                 Retail
133                    Parkway Village                              Retail
134                    460 West Ontario Street                      Retail

1-P                    Investcorp Retail Portfolio
2-P                    One New York Plaza
3-B                    JP Morgan International Plaza I & II
14-P                   JQH Hotel Portfolio B2
15-B                   Nemours Building
30-B                   Towns of Riverside
74-B                   Lackland Self Storage
77-P                   Centra Point Portfolio

<CAPTION>
GCCFC 06-GG7 Loan ID   Detailed Property Type
--------------------   --------------------------------
<S>                    <C>
1
1.01                   Anchored
1.02                   Anchored
1.03                   Anchored
1.04                   Anchored
1.05                   Anchored
1.06                   Anchored
1.07                   Anchored
1.08                   Anchored
1.09                   Anchored
1.10                   Anchored
1.11                   Unanchored
1.12                   Anchored
1.13                   Anchored
1.14                   Anchored
1.15                   Anchored
1.16                   Anchored
1.17                   Anchored
1.18                   Anchored
1.19                   Anchored
1.20                   Anchored
1.21                   Anchored
1.22                   Anchored
1.23                   Anchored
1.24                   Unanchored
1.25                   Unanchored
1.26                   Anchored
1.27                   Shadow Anchored
1.28                   Shadow Anchored
1.29                   Anchored
2                      General Urban
3                      General Urban
4                      General Urban
5                      General Urban
6                      General Urban
7                      General Suburban
8                      Regional Mall
9                      Anchored
10
10.01                  Medical
10.02                  Medical
10.03                  Medical
10.04                  Medical
10.05                  Medical
10.06                  Medical
10.07                  Medical
10.08                  Medical
10.09                  Medical
10.10                  Medical
10.11                  Medical
10.12                  Medical
10.13                  Medical
11                     Regional Mall
12                     Full Service
13                     Regional Mall
14
14.01                  Full Service
14.02                  Full Service
14.03                  Full Service
14.04                  Full Service
14.05                  Full Service
14.06                  Full Service
14.07                  Full Service
14.08                  Full Service
15                     General Suburban
16                     General Suburban
17                     General Suburban
18                     Full Service
19                     General Urban
20                     Anchored
21                     General Urban
22                     Anchored
23                     Power Center / Big Box
24                     Anchored
25                     Garden
26                     General Suburban
27                     Anchored
28                     Power Center / Big Box
29                     General Suburban
30                     Conventional
31                     General Urban
32                     Anchored
33                     Conventional
34                     Limited Service
35                     Anchored
36                     Full Service
37                     Conventional
38                     Limited Service
39
39.01                  General Suburban
39.02                  General Suburban
40
40.01                  Medical
40.02                  Medical
40.03                  Medical
41                     Anchored
42                     Anchored
43                     Anchored
44                     Shadow Anchored
45                     General Suburban
46                     General Urban
47                     Anchored
48                     Warehouse
49                     Extended Stay
50                     General Urban
51                     Self-Storage
52                     Anchored
53                     Anchored
54                     Limited Service
55                     General Suburban
56                     General Suburban
57                     Medical
58                     Anchored
59
59.01                  Shadow Anchored
59.02                  Shadow Anchored
59.03                  Shadow Anchored
59.04                  Shadow Anchored
59.05                  Shadow Anchored
59.06                  Shadow Anchored
59.07                  Shadow Anchored
59.08                  Shadow Anchored
59.09                  Shadow Anchored
60                     Limited Service
61                     Anchored
62                     Anchored
63                     Anchored
64                     General Suburban
65                     Anchored
66                     Shadow Anchored
67                     Full Service
68                     Anchored
69                     Full Service
70                     Garden
71                     Limited Service
72
72.01                  General Urban
72.02                  Industrial / Warehouse w/ Office
73                     Anchored
74                     Self-Storage
75                     Limited Service
76                     Limited Service
77
77.01                  General Suburban
77.02                  General Suburban
77.03                  General Suburban
77.04                  General Suburban
78                     Anchored
79
79.01                  Medical
79.02                  Medical
80                     General Urban
81                     Garden
82                     Full Service
83                     Industrial / Warehouse w/ Office
84                     Anchored
85                     Garden
86                     General Urban
87                     Anchored
88                     Anchored
89                     Full Service
90                     Parking Garage
91                     General Suburban
92                     Warehouse
93                     General Urban
94                     Anchored
95                     Power Center / Big Box
96                     Unanchored
97                     General Suburban
98                     Single Tenant
99                     General Suburban
100                    Anchored
101                    Garden
102                    General Suburban
103                    General Suburban
104                    Garden
105                    Shadow Anchored
106                    Shadow Anchored
107                    Shadow Anchored
108                    General Suburban
109                    Unanchored
110                    General Urban
111                    General Suburban
112                    Unanchored
113                    Garden
114                    Limited Service
115                    General Urban
116                    General Suburban
117                    Shadow Anchored
118                    Unanchored
119                    Unanchored
120                    Shadow Anchored
121                    Anchored
122                    Shadow Anchored
123                    General Suburban
124                    Unanchored
125                    Medical
126                    Warehouse
127                    Anchored
128                    Shadow Anchored
129                    Anchored
130                    General Suburban
131                    Anchored
132                    Single Tenant
133                    Unanchored
134                    Unanchored

1-P
2-P
3-B
14-P
15-B
30-B
74-B
77-P

<CAPTION>
GCCFC 06-GG7 Loan ID   Address
--------------------   ------------------------------------------------------------------------------
<S>                    <C>
1
1.01                   1122-1550 Fry Road
1.02                   2309-2331 Williams Trace Boulevard & 3307-3699 Highway 6 South
1.03                   1130 and 1150 West Loop 1604 North
1.04                   15540 FM 529
1.05                   501-613 South Mason Road
1.06                   8315, 8407, 8425 Bandera Road & 7711, 7723 Guilbeau Road
1.07                   536 Sawdust Road
1.08                   2344-2400 Southeast Green Oaks Boulevard
1.09                   2100-2140 East Southlake Boulevard
1.10                   900-901 North Polk Street
1.11                   3111-3229 Highway 6 South
1.12                   15802-15882 Champion Forest Drive
1.13                   9503 Jones Road
1.14                   10243-10251 Kempwood Drive & 2745-2765 Gessner Road
1.15                   6804-7020 Highway 6 South
1.16                   2904 North Beltline Road
1.17                   2000 Custer Road
1.18                   4115 South Cooper Street
1.19                   17817 FM 529 Road
1.20                   5757 Hollister Street
1.21                   100-210 East Pleasant Run Road
1.22                   10828 Beechnut Street
1.23                   2105 Buckingham Road
1.24                   4811 Highway 6
1.25                   900-980 Melbourne Road
1.26                   11445 Garland Road
1.27                   4001 West Green Oaks Boulevard
1.28                   11850 Bissonnet Street
1.29                   10103, 10131 & 10141 Wurzbach Road
2                      One Water Street
3                      14201 & 14221 Dallas North Tollway
4                      55 Corporate Drive
5                      350 Madison Avenue
6                      1250-1280 Maryland Avenue Southwest
7                      1455 Frazee Road and 1615 Murray Canyon Road
8                      9410 Avenue Los Romeros
9                      6619 Strip Avenue Northwest
10
10.01                  5153 North 9th Avenue
10.02                  1010 First Street North
10.03                  1948 Alabama Highway 157
10.04                  550 Redstone Avenue West
10.05                  1948 Alabama Highway 157
10.06                  39 Franklin Road
10.07                  7720 US Highway 98
10.08                  315 Hickory Street
10.09                  111 West Stone Drive
10.10                  3010 Farrow Road
10.11                  910 Adams Street
10.12                  1010 Medical Center Drive
10.13                  3143 Pelham Parkway
11                     1000 West Oaks Mall
12                     1001 Marquette Avenue
13                     Highland Drive and Stadium Boulevard
14
14.01                  2401 Bass Pro Drive
14.02                  300 J Street
14.03                  2800 Coliseum Centre Drive
14.04                  300 Tallapoosa Street
14.05                  200 Stonebridge Drive
14.06                  415 West McCarty Street
14.07                  11775 Heron Bay Boulevard
14.08                  1200 Collins Road
15                     1007 North Orange Street
16                     8283B Greensboro Drive
17                     350-360 Mount Kemble Avenue
18                     107 Rivington Street
19                     110 East Broward Boulevard
20                     501-975 Academy Boulevard
21                     331 North Maple Drive
22                     2625 Piedmont Road
23                     7800 Victoria Gardens Lane
24                     131 Spring Street
25                     945 Mohawk Hills Drive
26                     3 Gannett Drive
27                     10-45 Market Street, 100-400 West Meadows Drive and 105-405 East Meadows Drive
28                     1005-1445 South Arizona Avenue
29                     2 Towne Square
30                     2803 Riverside Parkway
31                     88 Third Avenue
32                     586 Nashua Street
33                     300 Providence Boulevard
34                     550 North Point Street
35                     23641 Moulton Parkway
36                     46100 Landing Parkway
37                     3030 Dunvale Road
38                     1365 Peachtree Street
39
39.01                  1544 Old Alabama Road
39.02                  900 Holcomb Road
40
40.01                  210 East Gray Street
40.02                  2355 Poplar Level Road
40.03                  3 Audubon Plaza Drive
41                     26701 Aliso Creek Road
42                     15601 Sheridan Street
43                     100-174 Station Drive
44                     7000 Highway 179
45                     6200 Oak Tree Boulevard
46                     77 Geary Street
47                     604 - 688 Lindero Canyon Road
48                     107 Tom Starling Road
49                     3563 US Route 1 South
50                     600 North Wabash
51                     10151 National Boulevard
52                     Padonia Road and York Road
53                     3250 Buskirk Avenue
54                     11025 Vista Sorrento Parkway
55                     289 Greenwich Avenue
56                     3638, 3638 and 3640 American River Drive
57                     10710 Midlothian Turnpike
58                     1840-1940 West Chandler Boulevard
59
59.01                  1005 East Spruce Street
59.02                  912 U.S. Highway 12
59.03                  2002 South Pleasant Street
59.04                  2405 West 7th Street
59.05                  3907 Beinville Road
59.06                  2200 North Wayne Street
59.07                  2050 Walton Drive
59.08                  771 Lost Creek Boulevard
59.09                  5441 South 24th Street
60                     7830 South Las Vegas Boulevard
61                     1445 South Arizona Avenue
62                     1120-1138 Military Cutoff
63                     9301 East Shea Boulevard
64                     2221 East Lamar Boulevard
65                     4410-4430 East Camelback Road & 5013-5111 44th Street
66                     604, 632, 656 & 678 West Main Street
67                     1001 Broadway
68                     8300-8360 North Thornydale Road & 3605 Cortaro Farms Road
69                     210 East Main Street
70                     601 Enterprise
71                     3301 & 3309 South Atlantic Avenue
72
72.01                  1812 West Hubbard
72.02                  7200 Leamington
73                     275-455 South Legacy Trail
74                     2425 Tonnelle Avenue
75                     7350 Williamson Boulevard
76                     700 East Campbell Avenue
77
77.01                  8337 West Sunset Road
77.02                  8301 West Sunset Road
77.03                  8311 West Sunset Road
77.04                  8329 West Sunset Road
78                     Hoffman Road & Gaston Day School Road
79
79.01                  227 North Jackson Avenue
79.02                  175 North Jackson Avenue
80                     1260 Energy Lane
81                     2605 Franklin Road
82                     11 Monroe Avenue NW
83                     6901 East Fish Lake Road
84                     981 US Highway 280
85                     3915 East Camelback Road
86                     1936 University Avenue
87                     1006, 1022, 1030 & 1060 East Avenue J
88                     881 Hills Plaza Drive
89                     250 Spring Street
90                     116 Lothrop Avenue and 6540 Cass Avenue
91                     32121 Woodward Avenue
92                     1711-1755 North Powerline Road
93                     380 Jackson Street
94                     13632, 13700 & 13762 Colorado Boulevard & 4243 East 136th Avenue
95                     2800 SW Hocken Avenue
96                     11300 NW 87th Court
97                     14110 Northdale Boulevard
98                     1935 Cinema Drive
99                     352 Turnpike Street
100                    2282-2300 Brodhead Road
101                    1291 Walter Webb Drive
102                    7810 Ballantyne Commons Parkway
103                    1515 Fifth Avenue
104                    2029 North Woodlawn Boulevard
105                    5157 Jimmy Lee Smith Parkway
106                    1717-1761 Haggerty Highway
107                    4524 Southlake Parkway
108                    201 Providence Road
109                    10895 S. Eastern Avenue
110                    1001, 1100 & 1110 Navaho Drive
111                    425 Ashley Ridge Boulevard
112                    85 East Colorado Boulevard
113                    1510 Bridle Circle
114                    74-900 Gerald Ford Drive
115                    601 Marquette Avenue
116                    12274 Bandera Road
117                    109 Williamson Road
118                    800-802 Fair Oaks & 1605 Hope Street
119                    555 Day Hill Road
120                    2308-2352 Hendrickson Road
121                    39023 Green Bay Road
122                    4835 Kingston Pike
123                    4790 Sugarloaf Parkway
124                    111 Shartom Drive
125                    6867 Southpointe Drive North
126                    38500-38680 Michigan Avenue and 3760-3769 Commerce Court
127                    1213 Remount Road
128                    4535 & 4773 Milestone Lane
129                    2316 West Loop 340
130                    805 Beachway Drive
131                    4651 - 4665 Highway 136 West
132                    7390 52nd Place East
133                    1233, 1235 and 1237 Parkway Drive
134                    460 West Ontario Street (a.k.a. 645 North Kingsbury Street)

1-P
2-P
3-B
14-P
15-B
30-B
74-B
77-P

<CAPTION>
GCCFC 06-GG7 Loan ID   City                   County                 State                  Zip Code   Original Balance
--------------------   --------------------   --------------------   --------------------   --------   ----------------
<S>                    <C>                    <C>                    <C>                    <C>        <C>
1                                                                                                       $248,400,000.00
1.01                   Houston                Harris                 Texas                     77084
1.02                   Sugar Land             Fort Bend              Texas                     77478
1.03                   San Antonio            Bexar                  Texas                     78248
1.04                   Houston                Harris                 Texas                     77095
1.05                   Katy                   Harris                 Texas                     77450
1.06                   San Antonio            Bexar                  Texas                     78250
1.07                   Spring                 Montgomery             Texas                     77380
1.08                   Arlington              Tarrant                Texas                     76018
1.09                   Southlake              Tarrant                Texas                     76092
1.10                   DeSoto                 Dallas                 Texas                     75115
1.11                   Sugar Land             Fort Bend              Texas                     77478
1.12                   Spring                 Harris                 Texas                     77379
1.13                   Houston                Harris                 Texas                     77065
1.14                   Houston                Harris                 Texas                     77080
1.15                   Houston                Harris                 Texas                     77083
1.16                   Irving                 Dallas                 Texas                     75062
1.17                   Plano                  Collin                 Texas                     75075
1.18                   Arlington              Tarrant                Texas                     76015
1.19                   Houston                Harris                 Texas                     77095
1.20                   Houston                Harris                 Texas                     77040
1.21                   DeSoto                 Dallas                 Texas                     75115
1.22                   Houston                Harris                 Texas                     77072
1.23                   Richardson             Dallas                 Texas                     75081
1.24                   Missouri City          Fort Bend              Texas                     77459
1.25                   Hurst                  Tarrant                Texas                     76053
1.26                   Dallas                 Dallas                 Texas                     75218
1.27                   Arlington              Tarrant                Texas                     76016
1.28                   Houston                Harris                 Texas                     77099
1.29                   San Antonio            Bexar                  Texas                     78230
2                      New York               New York               New York                  10038    $200,000,000.00
3                      Farmers Branch         Dallas                 Texas                     75254    $194,250,000.00
4                      Bridgewater            Somerset               New Jersey                08807    $190,000,000.00
5                      New York               New York               New York                  10017    $180,000,000.00
6                      Washington             District of Columbia   District Of Columbia      20024    $155,000,000.00
7                      San Diego              San Diego              California                92108    $121,200,000.00
8                      San Juan               San Juan               Puerto Rico               00926    $120,000,000.00
9                      North Canton           Stark                  Ohio                      44720     $92,600,000.00
10                                                                                                       $91,730,000.00
10.01                  Pensacola              Escambia               Florida                   32504
10.02                  Alabaster              Shelby                 Alabama                   35007
10.03                  Cullman                Cullman                Alabama                   35058
10.04                  Crestview              Okaloosa               Florida                   32536
10.05                  Cullman                Cullman                Alabama                   35058
10.06                  Hattiesburg            Forrest                Mississippi               39402
10.07                  Destin                 Walton                 Florida                   32550
10.08                  Sylacauga              Talladega              Alabama                   35150
10.09                  Kingsport              Sullivan               Tennessee                 37660
10.10                  Columbia               Richland               South Carolina            29203
10.11                  Huntsville             Madison                Alabama                   35801
10.12                  Hardeeville            Jasper                 South Carolina            29927
10.13                  Pelham                 Shelby                 Alabama                   35124
11                     Houston                Harris                 Texas                     77082     $86,000,000.00
12                     Minneapolis            Hennepin               Minnesota                 55403     $83,000,000.00
13                     Jonesboro              Craighead              Arkansas                  72401     $80,750,000.00
14                                                                                                       $76,000,000.00
14.01                  Grapevine              Tarrant                Texas                     76051
14.02                  Sacramento             Sacramento             California                95814
14.03                  Charlotte              Mecklenburg            North Carolina            28217
14.04                  Montgomery             Montgomery             Alabama                   36104
14.05                  Columbia               Richland               South Carolina            29210
14.06                  Jefferson City         Cole                   Missouri                  65101
14.07                  Coral Springs          Broward                Florida                   33076
14.08                  Cedar Rapids           Linn                   Iowa                      52402
15                     Wilmington             New Castle             Delaware                  19801     $58,600,000.00
16                     Mclean                 Fairfax                Virginia                  22102     $54,300,000.00
17                     Morristown             Morris                 New Jersey                07960     $44,500,000.00
18                     New York               New York               New York                  10002     $40,250,000.00
19                     Fort Lauderdale        Broward                Florida                   33301     $40,000,000.00
20                     Colorado Springs       El Paso                Colorado                  80909     $36,000,000.00
21                     Beverly Hills          Los Angeles            California                90210     $34,000,000.00
22                     Atlanta                Fulton                 Georgia                   30324     $33,215,000.00
23                     Rancho Cucamonga       San Bernardino         California                91730     $32,000,000.00
24                     New York               New York               New York                  10012     $30,000,000.00
25                     Carmel                 Hamilton               Indiana                   46032     $29,500,000.00
26                     Harrison               Westchester            New York                  10604     $28,800,000.00
27                     Glenwood Springs       Garfield               Colorado                  81601     $28,500,000.00
28                     Chandler               Maricopa               Arizona                   85248     $28,060,000.00
29                     Southfield             Oakland                Michigan                  48076     $28,000,000.00
30                     Grand Prairie          Tarrant                Texas                     75050     $27,900,000.00
31                     Brooklyn               Kings                  New York                  11217     $27,000,000.00
32                     Milford                Hillsborough           New Hampshire             03055     $26,000,000.00
33                     Carmel                 Hamilton               Indiana                   46032     $25,500,000.00
34                     San Francisco          San Francisco          California                94133     $25,000,000.00
35                     Laguna Hills           Orange                 California                92653     $24,300,000.00
36                     Fremont                Alameda                California                94538     $24,000,000.00
37                     Houston                Harris                 Texas                     77063     $23,000,000.00
38                     Atlanta                Fulton                 Georgia                   30309     $23,000,000.00
39                                                                                                       $22,500,000.00
39.01                  Roswell                Fulton                 Georgia                   30076
39.02                  Roswell                Fulton                 Georgia                   30075
40                                                                                                       $22,100,000.00
40.01                  Louisville             Jefferson              Kentucky                  40202
40.02                  Louisville             Jefferson              Kentucky                  40217
40.03                  Louisville             Jefferson              Kentucky                  40217
41                     Aliso Viejo            Orange                 California                92656     $22,000,000.00
42                     Davie                  Broward                Florida                   33331     $22,000,000.00
43                     Anderson               Anderson               South Carolina            29621     $21,565,000.00
44                     Sedona                 Yavapai                Arizona                   86351     $20,300,000.00
45                     Independence           Cuyahoga               Ohio                      44131     $20,200,000.00
46                     San Francisco          San Francisco          California                94108     $20,000,000.00
47                     Oak Park               Ventura                California                91377     $19,500,000.00
48                     Fayetteville           Cumberland             North Carolina            28306     $19,300,000.00
49                     Princeton              Mercer                 New Jersey                08540     $19,000,000.00
50                     Chicago                Cook                   Illinois                  60611     $19,000,000.00
51                     Los Angeles            Los Angeles            California                90034     $19,000,000.00
52                     Timonium               Baltimore              Maryland                  21093     $17,700,000.00
53                     Pleasant Hill          Contra Costa           California                94523     $17,500,000.00
54                     Del Mar                San Diego              California                92130     $17,000,000.00
55                     Greenwich              Fairfield              Connecticut               06830     $17,000,000.00
56                     Sacramento             Sacramento             California                95864     $16,450,000.00
57                     Richmond               Chesterfield           Virginia                  23235     $16,000,000.00
58                     Chandler               Maricopa               Arizona                   85224     $16,000,000.00
59                                                                                                       $15,510,000.00
59.01                  Mitchell               Davison                South Dakota              57301
59.02                  Baraboo                Sauk                   Wisconsin                 53913
59.03                  Springdale             Washington             Arkansas                  72764
59.04                  Joplin                 Jasper                 Missouri                  64801
59.05                  Ocean Spring           Jackson                Mississippi               39564
59.06                  Angola                 Steuben                Indiana                   46703
59.07                  Jackson                Cape Girardeau         Missouri                  63755
59.08                  Lima                   Allen                  Ohio                      45804
59.09                  Fort Smith             Sebastian              Arkansas                  72901
60                     Las Vegas              Clark                  Nevada                    89123     $15,000,000.00
61                     Chandler               Maricopa               Arizona                   85248     $14,340,000.00
62                     Wilmington             New Hanover            North Carolina            28405     $14,000,000.00
63                     Scottsdale             Maricopa               Arizona                   85260     $13,650,000.00
64                     Arlington              Tarrant                Texas                     76006     $13,640,000.00
65                     Phoenix                Maricopa               Arizona                   85018     $13,300,000.00
66                     American Fork          Utah                   Utah                      84003     $12,600,000.00
67                     Nashville              Davidson               Tennessee                 37203     $12,500,000.00
68                     Tucson                 Pima                   Arizona                   85741     $12,000,000.00
69                     Los Gatos              Santa Clara            California                95030     $12,000,000.00
70                     League City            Galveston              Texas                     77573     $11,900,000.00
71                     Daytona Beach Shores   Volusia                Florida                   32118     $11,700,000.00
72                                                                                                       $11,200,000.00
72.01                  Chicago                Cook                   Illinois                  60622
72.02                  Bedford Park           Cook                   Illinois                  60638
73                     St. Augustine          St. Johns              Florida                   32092     $10,800,000.00
74                     North Bergen           Hudson                 New Jersey                07047     $10,600,000.00
75                     Manassas               Manassas               Virginia                  20109     $10,500,000.00
76                     Campbell               Santa Clara            California                95008     $10,000,000.00
77                                                                                                        $9,400,000.00
77.01                  Las Vegas              Clark                  Nevada                    89113
77.02                  Las Vegas              Clark                  Nevada                    89113
77.03                  Las Vegas              Clark                  Nevada                    89113
77.04                  Las Vegas              Clark                  Nevada                    89113
78                     Gastonia               Gaston                 North Carolina            28054      $9,350,000.00
79                                                                                                        $9,200,000.00
79.01                  San Jose               Santa Clara            California                95116
79.02                  San Jose               Santa Clara            California                95116
80                     St. Paul               Ramsey                 Minnesota                 55108      $8,820,000.00
81                     Mesquite               Dallas                 Texas                     75150      $8,600,000.00
82                     Grand Rapids           Kent                   Michigan                  49503      $8,550,000.00
83                     Maple Grove            Hennepin               Minnesota                 55369      $8,600,000.00
84                     Alexander City         Tallapoosa             Alabama                   35010      $8,500,000.00
85                     Phoenix                Maricopa               Arizona                   85018      $8,340,000.00
86                     Berkeley               Alameda                California                94704      $8,000,000.00
87                     Lancaster              Los Angeles            California                93535      $8,000,000.00
88                     Ebensburg              Cambria                Pennsylvania              15931      $7,875,000.00
89                     Charleston             Charleston             South Carolina            29403      $7,800,000.00
90                     Detroit                Wayne                  Michigan                  48202      $7,687,500.00
91                     Royal Oak              Oakland                Michigan                  48073      $7,600,000.00
92                     Pompano Beach          Broward                Florida                   33069      $7,500,000.00
93                     St. Paul               Ramsey                 Minnesota                 55101      $7,500,000.00
94                     Thornton               Adams                  Colorado                  80602      $7,500,000.00
95                     Beaverton              Washington             Oregon                    97005      $7,000,000.00
96                     Hialeah Gardens        Miami-Dade             Florida                   33018      $7,000,000.00
97                     Rogers                 Hennepin               Minnesota                 55374      $6,950,000.00
98                     Rock Hill              York                   South Carolina            29730      $6,800,000.00
99                     Southborough           Worcester              Massachusetts             01772      $6,700,000.00
100                    Aliquippa              Beaver                 Pennsylvania              15001      $6,600,000.00
101                    Sevierville            Sevier                 Tennessee                 37862      $5,730,000.00
102                    Charlotte              Mecklenburg            North Carolina            28277      $5,700,000.00
103                    Moline                 Rock Island            Illinois                  61265      $5,500,000.00
104                    Wichita                Sedgwick               Kansas                    67208      $5,475,000.00
105                    Hiram                  Paulding               Georgia                   30141      $5,440,000.00
106                    Commerce               Oakland                Michigan                  48390      $5,000,000.00
107                    Hoover                 Shelby                 Alabama                   35244      $5,000,000.00
108                    Charlotte              Mecklenburg            North Carolina            28207      $4,850,000.00
109                    Henderson              Clark                  Nevada                    89052      $4,818,000.00
110                    Raleigh                Wake                   North Carolina            27609      $4,700,000.00
111                    Shreveport             Caddo                  Louisiana                 71106      $4,650,000.00
112                    Pasadena               Los Angeles            California                91105      $4,200,000.00
113                    Greenville             Pitt                   North Carolina            27834      $4,200,000.00
114                    Palm Desert            Riverside              California                92211      $4,175,000.00
115                    Minneapolis            Hennepin               Minnesota                 55402      $4,010,000.00
116                    Helotes                Bexar                  Texas                     78023      $4,000,000.00
117                    Mooresville            Iredell                North Carolina            28117      $3,800,000.00
118                    South Pasadena         Los Angeles            California                91030      $3,700,000.00
119                    Windsor                Hartford               Connecticut               06095      $3,500,000.00
120                    Albert Lea             Freeborn               Minnesota                 56007      $3,150,000.00
121                    Beach Park             Lake                   Illinois                  60087      $3,114,000.00
122                    Knoxville              Knox                   Tennessee                 37919      $3,090,000.00
123                    Lawrenceville          Gwinnett               Georgia                   30044      $3,100,000.00
124                    Augusta                Richmond               Georgia                   30907      $3,080,000.00
125                    Jacksonville           Duval                  Florida                   32216      $2,750,000.00
126                    Wayne                  Wayne                  Michigan                  48184      $2,400,000.00
127                    North Charleston       Charleston             South Carolina            29406      $2,400,000.00
128                    Castle Rock            Douglas                Colorado                  80104      $2,280,000.00
129                    Waco                   McLennan               Texas                     76711      $2,000,000.00
130                    Indianapolis           Marion                 Indiana                   46224      $2,000,000.00
131                    Trenton                Dade                   Georgia                   30752      $1,880,000.00
132                    Bradenton              Manatee                Florida                   34203      $1,350,000.00
133                    Blackfoot              Bingham                Idaho                     83221      $1,300,000.00
134                    Chicago                Cook                   Illinois                  60610      $1,300,000.00
1-P                                                                                                      $63,800,000.00
2-P                                                                                                     $200,000,000.00
3-B                                                                                                      $30,750,000.00
14-P                                                                                                    $165,000,000.00
15-B                                                                                                      $5,000,000.00
30-B                                                                                                     $12,200,000.00
74-B                                                                                                      $1,185,000.00
77-P                                                                                                     $28,400,000.00

<CAPTION>
GCCFC 06-GG7 Loan ID   Cut-off Date Balance   Monthly Debt Service   Gross Interest Rate    Seasoning
--------------------   --------------------   --------------------   -------------------    ---------
<S>                    <C>                    <C>                    <C>                    <C>
1                           $248,400,000.00          $1,514,994.69                5.7340%           2
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                           $200,000,000.00          $2,456,230.53                5.4995%           4
3                           $194,060,178.27            $947,663.12                4.9400%           3
4                           $190,000,000.00            $922,499.48                5.7465%           1
5                           $180,000,000.00            $851,666.67                5.6000%           5
6                           $155,000,000.00            $790,085.59                6.0330%           1
7                           $121,200,000.00            $589,778.56                5.7594%           2
8                           $120,000,000.00            $612,388.89                6.0400%           0
9                            $92,328,509.76            $545,635.22                5.8390%           3
10                           $91,730,000.00            $466,570.21                6.0200%           1
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                           $86,000,000.00            $557,642.63                7.4400%           0
12                           $83,000,000.00            $432,685.53                6.1700%           3
13                           $80,750,000.00            $512,361.41                6.5370%           1
14                           $76,000,000.00          $1,366,406.45                5.4870%           9
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                           $58,600,000.00            $410,221.33                7.5120%           1
16                           $54,300,000.00            $318,261.20                5.7900%           2
17                           $44,500,000.00            $230,590.86                6.1330%           0
18                           $40,250,000.00            $246,518.77                6.2000%           3
19                           $40,000,000.00            $234,624.80                5.7970%           3
20                           $36,000,000.00            $218,507.05                6.1150%           7
21                           $34,000,000.00            $206,257.89                6.1100%           3
22                           $33,215,000.00            $156,314.25                5.5700%           2
23                           $32,000,000.00            $192,638.66                6.0380%           0
24                           $30,000,000.00            $185,261.83                6.2780%           0
25                           $29,500,000.00            $160,515.51                6.4400%           0
26                           $28,800,000.00            $174,433.50                6.0950%           3
27                           $28,500,000.00            $165,594.78                5.7100%           2
28                           $28,060,000.00            $160,591.48                5.5720%           1
29                           $28,000,000.00            $172,424.49                6.2513%           0
30                           $27,900,000.00            $157,975.79                5.4750%           5
31                           $27,000,000.00            $162,573.65                6.0400%           4
32                           $26,000,000.00            $127,917.29                5.8230%           2
33                           $25,500,000.00            $129,486.28                6.0100%           0
34                           $25,000,000.00            $153,117.24                6.2000%           6
35                           $24,300,000.00            $142,968.08                5.8250%           2
36                           $24,000,000.00            $146,370.17                6.1600%           9
37                           $23,000,000.00            $130,230.94                5.4750%           4
38                           $23,000,000.00            $155,585.21                6.5200%           3
39                           $22,500,000.00            $165,516.27                7.9650%           0
39.01
39.02
40                           $22,100,000.00            $128,829.23                5.7400%           3
40.01
40.02
40.03
41                           $21,876,101.27            $139,602.43                5.8400%           4
42                           $21,876,101.27            $139,602.43                5.8400%           4
43                           $21,565,000.00            $126,464.64                5.7950%           6
44                           $20,300,000.00            $132,543.71                6.8150%           1
45                           $20,200,000.00            $119,994.59                5.9140%           3
46                           $19,980,373.82            $120,876.18                6.0750%           1
47                           $19,500,000.00            $117,087.93                6.0140%           1
48                           $19,300,000.00            $121,507.21                6.4620%           1
49                           $19,000,000.00            $111,676.74                5.8160%           1
50                           $19,000,000.00            $116,369.11                6.2000%           1
51                           $18,903,908.65            $113,584.99                5.9730%           5
52                           $17,700,000.00            $111,387.59                6.4580%           1
53                           $17,500,000.00            $101,104.78                5.6580%           3
54                           $17,000,000.00            $109,753.64                6.7050%           1
55                           $17,000,000.00            $100,441.94                5.8640%           3
56                           $16,450,000.00            $101,713.82                6.2900%           1
57                           $16,000,000.00             $97,580.12                6.1600%           0
58                           $16,000,000.00             $97,476.51                6.1500%           1
59                           $15,510,000.00             $85,441.43                6.5200%           2
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                           $15,000,000.00            $100,997.04                7.1190%           0
61                           $14,340,000.00             $82,069.91                5.5720%           1
62                           $14,000,000.00             $86,018.38                6.2300%           0
63                           $13,650,000.00             $79,311.18                5.7100%           1
64                           $13,640,000.00             $84,250.13                6.2800%           2
65                           $13,300,000.00             $77,615.20                5.7500%           1
66                           $12,600,000.00             $73,130.45                5.7000%           2
67                           $12,500,000.00             $91,157.75                7.3500%          10
68                           $12,000,000.00             $73,262.83                6.1700%           1
69                           $11,966,997.35             $81,755.37                7.2370%           4
70                           $11,900,000.00             $67,716.29                5.5200%           5
71                           $11,588,240.09             $70,599.38                6.0600%          10
72                           $11,200,000.00             $75,834.83                7.1750%           4
72.01
72.02
73                           $10,753,786.95             $59,972.91                5.3000%           4
74                           $10,600,000.00             $73,031.04                7.3500%           2
75                           $10,500,000.00             $68,941.12                6.2000%           4
76                           $10,000,000.00             $66,648.53                6.3600%           3
77                            $9,372,676.53            $218,136.17                5.8800%           3
77.01
77.02
77.03
77.04
78                            $9,350,000.00             $57,904.43                6.3050%           0
79                            $9,200,000.00             $46,327.96                5.9600%           2
79.01
79.02
80                            $8,820,000.00             $51,976.51                5.8400%           3
81                            $8,600,000.00             $51,119.85                5.9200%           3
82                            $8,550,000.00             $59,013.56                6.7390%           2
83                            $8,522,249.14             $47,436.27                5.2400%           8
84                            $8,500,000.00             $54,905.02                6.7100%           1
85                            $8,340,000.00             $49,788.24                5.9600%           3
86                            $8,000,000.00             $45,674.40                5.5500%           4
87                            $8,000,000.00             $48,324.66                6.0700%           2
88                            $7,875,000.00             $47,391.95                6.0350%           8
89                            $7,800,000.00             $56,228.27                7.2200%           2
90                            $7,610,151.73             $49,108.60                5.9100%           7
91                            $7,600,000.00             $46,534.59                5.4700%           4
92                            $7,500,000.00             $46,898.21                6.3970%           1
93                            $7,500,000.00             $46,947.32                6.4070%           0
94                            $7,500,000.00             $35,296.01                5.5700%           3
95                            $7,000,000.00             $42,419.64                6.1000%           2
96                            $6,973,634.94             $41,474.77                5.8900%           4
97                            $6,950,000.00             $42,792.35                6.2500%           1
98                            $6,761,889.26             $48,692.99                6.2930%           3
99                            $6,700,000.00             $39,654.44                5.8800%           6
100                           $6,564,063.29             $37,806.02                5.5800%           5
101                           $5,708,130.94             $33,730.49                5.8300%           4
102                           $5,694,699.17             $35,482.33                6.3540%           1
103                           $5,500,000.00             $27,324.31                5.8800%           1
104                           $5,475,000.00             $33,213.59                6.1100%           1
105                           $5,440,000.00             $31,746.37                5.7500%           4
106                           $5,000,000.00             $29,191.35                5.7540%           2
107                           $4,933,304.01             $28,956.68                5.6800%          13
108                           $4,845,088.09             $28,798.16                5.9100%           1
109                           $4,818,000.00             $30,316.92                6.4570%           0
110                           $4,700,000.00             $22,833.62                5.7500%           3
111                           $4,645,661.40             $28,894.48                6.3370%           1
112                           $4,200,000.00             $25,108.26                5.9730%           3
113                           $4,200,000.00             $22,285.28                6.2800%           2
114                           $4,169,652.29             $28,887.75                6.7660%           1
115                           $4,006,224.40             $24,794.68                6.2900%           1
116                           $3,988,470.37             $23,776.68                5.9200%           3
117                           $3,800,000.00             $18,300.69                5.7000%           3
118                           $3,700,000.00             $22,031.36                5.9360%           4
119                           $3,500,000.00             $20,336.20                5.7100%           3
120                           $3,121,497.23             $18,934.22                5.6300%           7
121                           $3,114,000.00             $15,549.46                5.9100%           3
122                           $3,090,000.00             $17,525.30                5.4900%           4
123                           $3,077,840.11             $18,012.06                5.7100%           7
124                           $3,067,529.37             $22,476.70                6.2300%           2
125                           $2,738,892.63             $15,735.19                5.5700%           4
126                           $2,393,470.43             $14,686.80                6.1920%           3
127                           $2,377,273.45             $13,702.32                5.5500%           9
128                           $2,280,000.00             $13,816.68                6.1000%           2
129                           $2,000,000.00             $11,608.01                5.7000%           5
130                           $2,000,000.00             $12,106.98                6.0900%           3
131                           $1,858,681.42             $10,852.03                5.6500%          11
132                           $1,347,277.84             $10,139.29                6.5930%           1
133                           $1,298,851.47              $8,318.03                6.6180%           1
134                           $1,282,730.60              $7,545.21                5.7000%          13

1-P                          $63,800,000.00                                                         2
2-P                         $200,000,000.00                                                         4
3-B                          $30,750,000.00                                                         3
14-P                        $165,000,000.00                                                         9
15-B                          $5,000,000.00                                                         1
30-B                          $5,900,000.00                                                         5
74-B                          $1,185,000.00                                                         2
77-P                         $28,245,074.45                                                         3

<CAPTION>
GCCFC 06-GG7 Loan ID   Original Term to Maturity (mos.)   Stated Remaining Term to Maturity (mos.)
--------------------   --------------------------------   ----------------------------------------
<S>                    <C>                                <C>
1                                                   119                                        117
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                                                   120                                        116
3                                                   122                                        119
4                                                   114                                        113
5                                                   120                                        115
6                                                   121                                        120
7                                                   120                                        118
8                                                   120                                        120
9                                                   120                                        117
10                                                  120                                        119
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                                                   84                                         84
12                                                   60                                         57
13                                                  120                                        119
14                                                  120                                        111
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                                                  120                                        119
16                                                  120                                        118
17                                                  120                                        120
18                                                  120                                        117
19                                                  120                                        117
20                                                   60                                         53
21                                                  120                                        117
22                                                  120                                        118
23                                                  120                                        120
24                                                  120                                        120
25                                                   60                                         60
26                                                  120                                        117
27                                                  120                                        118
28                                                  120                                        119
29                                                  120                                        120
30                                                  120                                        115
31                                                  120                                        116
32                                                  120                                        118
33                                                   60                                         60
34                                                  120                                        114
35                                                  120                                        118
36                                                   60                                         51
37                                                  120                                        116
38                                                   60                                         57
39                                                  120                                        120
39.01
39.02
40                                                  120                                        117
40.01
40.02
40.03
41                                                  120                                        116
42                                                  120                                        116
43                                                  120                                        114
44                                                  120                                        119
45                                                  120                                        117
46                                                  120                                        119
47                                                  120                                        119
48                                                  120                                        119
49                                                  120                                        119
50                                                  120                                        119
51                                                  120                                        115
52                                                  120                                        119
53                                                  120                                        117
54                                                  120                                        119
55                                                  120                                        117
56                                                  120                                        119
57                                                  120                                        120
58                                                  120                                        119
59                                                   60                                         58
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                                                  120                                        120
61                                                  120                                        119
62                                                  120                                        120
63                                                  120                                        119
64                                                  120                                        118
65                                                  120                                        119
66                                                  120                                        118
67                                                   84                                         74
68                                                  120                                        119
69                                                   60                                         56
70                                                  120                                        115
71                                                   60                                         50
72                                                   60                                         56
72.01
72.02
73                                                  120                                        116
74                                                  120                                        118
75                                                  120                                        116
76                                                  120                                        117
77                                                  118                                        115
77.01
77.02
77.03
77.04
78                                                  120                                        120
79                                                  120                                        118
79.01
79.02
80                                                  120                                        117
81                                                  120                                        117
82                                                  120                                        118
83                                                  120                                        112
84                                                  120                                        119
85                                                  120                                        117
86                                                  120                                        116
87                                                  120                                        118
88                                                  120                                        112
89                                                   66                                         64
90                                                  120                                        113
91                                                  120                                        116
92                                                  120                                        119
93                                                  120                                        120
94                                                  120                                        117
95                                                  120                                        118
96                                                  120                                        116
97                                                  120                                        119
98                                                  120                                        117
99                                                   84                                         78
100                                                 120                                        115
101                                                 120                                        116
102                                                 120                                        119
103                                                 120                                        119
104                                                 120                                        119
105                                                 120                                        116
106                                                 120                                        118
107                                                 120                                        107
108                                                 120                                        119
109                                                 120                                        120
110                                                 120                                        117
111                                                 120                                        119
112                                                 120                                        117
113                                                  84                                         82
114                                                 120                                        119
115                                                 120                                        119
116                                                 120                                        117
117                                                 120                                        117
118                                                 120                                        116
119                                                 120                                        117
120                                                 120                                        113
121                                                 120                                        117
122                                                 120                                        116
123                                                 120                                        113
124                                                 120                                        118
125                                                 120                                        116
126                                                 120                                        117
127                                                 120                                        111
128                                                 120                                        118
129                                                 120                                        115
130                                                 120                                        117
131                                                 120                                        109
132                                                 120                                        119
133                                                 120                                        119
134                                                 120                                        107

1-P                                                 119                                        117
2-P                                                 120                                        116
3-B                                                 122                                        119
14-P                                                120                                        111
15-B                                                120                                        119
30-B                                                  6                                          1
74-B                                                120                                        118
77-P                                                118                                        115

<CAPTION>
GCCFC 06-GG7 Loan ID   Original Interest Only Term (mos.)   Original Amortization Term (mos.)
--------------------   ----------------------------------   ---------------------------------
<S>                    <C>                                  <C>
1                                                     119                                 117
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                                                      36                                  32
3                                                       1                                   0
4                                                     114                                 113
5                                                     120                                 115
6                                                     121                                 120
7                                                     120                                 118
8                                                     120                                 120
9                                                       0                                   0
10                                                    120                                 119
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                                                      0                                   0
12                                                     60                                  57
13                                                     60                                  59
14                                                     35                                  26
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                                                     24                                  23
16                                                     60                                  58
17                                                    120                                 120
18                                                     12                                   9
19                                                     60                                  57
20                                                     18                                  11
21                                                     60                                  57
22                                                    120                                 118
23                                                     12                                  12
24                                                     60                                  60
25                                                     60                                  60
26                                                     36                                  33
27                                                     36                                  34
28                                                     60                                  59
29                                                     36                                  36
30                                                     84                                  79
31                                                     41                                  37
32                                                    120                                 118
33                                                     60                                  60
34                                                     24                                  18
35                                                     36                                  34
36                                                     36                                  27
37                                                     84                                  80
38                                                     30                                  27
39                                                      0                                   0
39.01
39.02
40                                                     60                                  57
40.01
40.02
40.03
41                                                      0                                   0
42                                                      0                                   0
43                                                     84                                  78
44                                                     60                                  59
45                                                     24                                  21
46                                                      0                                   0
47                                                     60                                  59
48                                                     24                                  23
49                                                     24                                  23
50                                                     36                                  35
51                                                      0                                   0
52                                                     36                                  35
53                                                     24                                  21
54                                                     24                                  23
55                                                     60                                  57
56                                                     24                                  23
57                                                     36                                  36
58                                                     60                                  59
59                                                     60                                  58
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                                                     24                                  24
61                                                     60                                  59
62                                                     36                                  36
63                                                     60                                  59
64                                                     24                                  22
65                                                     60                                  59
66                                                     36                                  34
67                                                     24                                  14
68                                                     60                                  59
69                                                      0                                   0
70                                                     84                                  79
71                                                      0                                   0
72                                                     12                                   8
72.01
72.02
73                                                      0                                   0
74                                                     60                                  58
75                                                      6                                   2
76                                                     24                                  21
77                                                      0                                   0
77.01
77.02
77.03
77.04
78                                                      0                                   0
79                                                    120                                 118
79.01
79.02
80                                                     36                                  33
81                                                     60                                  57
82                                                     84                                  82
83                                                      0                                   0
84                                                     36                                  35
85                                                     24                                  21
86                                                     60                                  56
87                                                     60                                  58
88                                                     24                                  16
89                                                     24                                  22
90                                                      0                                   0
91                                                     24                                  20
92                                                     48                                  47
93                                                     24                                  24
94                                                    120                                 117
95                                                     36                                  34
96                                                      0                                   0
97                                                     36                                  35
98                                                      0                                   0
99                                                     24                                  18
100                                                     0                                   0
101                                                     0                                   0
102                                                     0                                   0
103                                                   120                                 119
104                                                    36                                  35
105                                                    60                                  56
106                                                    60                                  58
107                                                     0                                   0
108                                                     0                                   0
109                                                    24                                  24
110                                                   120                                 117
111                                                     0                                   0
112                                                    60                                  57
113                                                    84                                  82
114                                                     0                                   0
115                                                     0                                   0
116                                                     0                                   0
117                                                   120                                 117
118                                                    36                                  32
119                                                    36                                  33
120                                                     0                                   0
121                                                   120                                 117
122                                                    24                                  20
123                                                     0                                   0
124                                                     0                                   0
125                                                     0                                   0
126                                                     0                                   0
127                                                     0                                   0
128                                                    24                                  22
129                                                    60                                  55
130                                                    12                                   9
131                                                     0                                   0
132                                                     0                                   0
133                                                     0                                   0
134                                                     0                                   0

1-P                                                   119                                 117
2-P                                                    36                                  32
3-B                                                     1                                   0
14-P                                                   35                                  26
15-B                                                   24                                  23
30-B                                                    6                                   1
74-B                                                   60                                  58
77-P                                                    0                                   0

<CAPTION>
GCCFC 06-GG7 Loan ID   Remaining Interest Only Period (mos.)   Remaining Amortization Term (mos.)
--------------------   -------------------------------------   ----------------------------------
<S>                    <C>                                     <C>
1                                                         NA                                   NA
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                                                        300                                  300
3                                                        388                                  386
4                                                         NA                                   NA
5                                                         NA                                   NA
6                                                         NA                                   NA
7                                                         NA                                   NA
8                                                         NA                                   NA
9                                                        360                                  357
10                                                        NA                                   NA
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                                                       503                                  503
12                                                        NA                                   NA
13                                                       360                                  360
14                                                       360                                  360
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                                                       360                                  360
16                                                       360                                  360
17                                                        NA                                   NA
18                                                       360                                  360
19                                                       360                                  360
20                                                       360                                  360
21                                                       360                                  360
22                                                        NA                                   NA
23                                                       360                                  360
24                                                       360                                  360
25                                                        NA                                   NA
26                                                       360                                  360
27                                                       360                                  360
28                                                       360                                  360
29                                                       360                                  360
30                                                       360                                  360
31                                                       360                                  360
32                                                        NA                                   NA
33                                                        NA                                   NA
34                                                       360                                  360
35                                                       360                                  360
36                                                       360                                  360
37                                                       360                                  360
38                                                       300                                  300
39                                                       285                                  285
39.01
39.02
40                                                       360                                  360
40.01
40.02
40.03
41                                                       300                                  296
42                                                       300                                  296
43                                                       360                                  360
44                                                       360                                  360
45                                                       360                                  360
46                                                       360                                  359
47                                                       360                                  360
48                                                       360                                  360
49                                                       360                                  360
50                                                       360                                  360
51                                                       360                                  355
52                                                       360                                  360
53                                                       360                                  360
54                                                       360                                  360
55                                                       360                                  360
56                                                       360                                  360
57                                                       360                                  360
58                                                       360                                  360
59                                                        NA                                   NA
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                                                       360                                  360
61                                                       360                                  360
62                                                       360                                  360
63                                                       360                                  360
64                                                       360                                  360
65                                                       360                                  360
66                                                       360                                  360
67                                                       300                                  300
68                                                       360                                  360
69                                                       360                                  356
70                                                       360                                  360
71                                                       360                                  350
72                                                       360                                  360
72.01
72.02
73                                                       360                                  356
74                                                       360                                  360
75                                                       300                                  300
76                                                       300                                  300
77                                                       360                                  357
77.01
77.02
77.03
77.04
78                                                       360                                  360
79                                                        NA                                   NA
79.01
79.02
80                                                       360                                  360
81                                                       360                                  360
82                                                       300                                  300
83                                                       360                                  352
84                                                       360                                  360
85                                                       360                                  360
86                                                       360                                  360
87                                                       360                                  360
88                                                       360                                  360
89                                                       300                                  300
90                                                       300                                  293
91                                                       300                                  300
92                                                       360                                  360
93                                                       360                                  360
94                                                        NA                                   NA
95                                                       360                                  360
96                                                       360                                  356
97                                                       360                                  360
98                                                       252                                  249
99                                                       360                                  360
100                                                      360                                  355
101                                                      360                                  356
102                                                      360                                  359
103                                                       NA                                   NA
104                                                      360                                  360
105                                                      360                                  360
106                                                      360                                  360
107                                                      360                                  347
108                                                      360                                  359
109                                                      360                                  360
110                                                       NA                                   NA
111                                                      360                                  359
112                                                      360                                  360
113                                                       NA                                   NA
114                                                      300                                  299
115                                                      360                                  359
116                                                      360                                  357
117                                                       NA                                   NA
118                                                      360                                  360
119                                                      360                                  360
120                                                      324                                  317
121                                                       NA                                   NA
122                                                      360                                  360
123                                                      360                                  353
124                                                      240                                  238
125                                                      360                                  356
126                                                      360                                  357
127                                                      360                                  351
128                                                      360                                  360
129                                                      360                                  360
130                                                      360                                  360
131                                                      360                                  349
132                                                      240                                  239
133                                                      360                                  359
134                                                      360                                  347

1-P                                                       NA                                   NA
2-P                                                      300                                  300
3-B                                                      388                                  386
14-P                                                     360                                  360
15-B                                                     360                                  360
30-B                                                      NA                                   NA
74-B                                                     360                                  360
77-P                                                     360                                  357

<CAPTION>
GCCFC 06-GG7 Loan ID   Interest Accrual Method (Actual/360 or 30/360)   Administrative Fee Rate    Master Servicing Fee
--------------------   ----------------------------------------------   -----------------------    --------------------
<S>                    <C>                                              <C>                        <C>
1                      Actual/360                                                       0.02059%                0.01000%
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                      Actual/360                                                       0.02059%                0.01000%
3                      Actual/360                                                       0.02059%                0.01000%
4                      Actual/360                                                       0.02059%                0.01000%
5                      Actual/360                                                       0.02059%                0.01000%
6                      Actual/360                                                       0.02059%                0.01000%
7                      Actual/360                                                       0.02059%                0.01000%
8                      Actual/360                                                       0.02059%                0.01000%
9                      Actual/360                                                       0.07059%                0.01000%
10                     Actual/360                                                       0.04059%                0.01000%
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                     Actual/360                                                       0.02059%                0.01000%
12                     Actual/360                                                       0.02059%                0.01000%
13                     Actual/360                                                       0.02059%                0.01000%
14                     Actual/360                                                       0.02059%                0.01000%
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                     Actual/360                                                       0.02059%                0.01000%
16                     Actual/360                                                       0.04059%                0.01000%
17                     Actual/360                                                       0.02059%                0.01000%
18                     Actual/360                                                       0.02059%                0.01000%
19                     Actual/360                                                       0.02059%                0.01000%
20                     Actual/360                                                       0.02059%                0.01000%
21                     Actual/360                                                       0.02059%                0.01000%
22                     Actual/360                                                       0.02059%                0.01000%
23                     Actual/360                                                       0.02059%                0.01000%
24                     Actual/360                                                       0.02059%                0.01000%
25                     Actual/360                                                       0.02059%                0.01000%
26                     Actual/360                                                       0.02059%                0.01000%
27                     Actual/360                                                       0.02059%                0.01000%
28                     Actual/360                                                       0.02059%                0.01000%
29                     Actual/360                                                       0.02059%                0.01000%
30                     Actual/360                                                       0.02059%                0.01000%
31                     Actual/360                                                       0.00059%                0.00000%
32                     Actual/360                                                       0.02059%                0.01000%
33                     Actual/360                                                       0.02059%                0.01000%
34                     Actual/360                                                       0.02059%                0.01000%
35                     Actual/360                                                       0.02059%                0.01000%
36                     Actual/360                                                       0.02059%                0.01000%
37                     Actual/360                                                       0.02059%                0.01000%
38                     Actual/360                                                       0.02059%                0.01000%
39                     Actual/360                                                       0.02059%                0.01000%
39.01
39.02
40                     Actual/360                                                       0.06059%                0.01000%
40.01
40.02
40.03
41                     Actual/360                                                       0.02059%                0.01000%
42                     Actual/360                                                       0.02059%                0.01000%
43                     Actual/360                                                       0.02059%                0.01000%
44                     Actual/360                                                       0.02059%                0.01000%
45                     Actual/360                                                       0.02059%                0.01000%
46                     Actual/360                                                       0.02059%                0.01000%
47                     Actual/360                                                       0.02059%                0.01000%
48                     Actual/360                                                       0.06059%                0.01000%
49                     Actual/360                                                       0.02059%                0.01000%
50                     Actual/360                                                       0.02059%                0.01000%
51                     Actual/360                                                       0.02059%                0.01000%
52                     Actual/360                                                       0.02059%                0.01000%
53                     Actual/360                                                       0.02059%                0.01000%
54                     Actual/360                                                       0.02059%                0.01000%
55                     Actual/360                                                       0.02059%                0.01000%
56                     Actual/360                                                       0.02059%                0.01000%
57                     Actual/360                                                       0.02059%                0.01000%
58                     Actual/360                                                       0.02059%                0.01000%
59                     Actual/360                                                       0.02059%                0.01000%
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                     Actual/360                                                       0.02059%                0.01000%
61                     Actual/360                                                       0.02059%                0.01000%
62                     Actual/360                                                       0.02059%                0.01000%
63                     Actual/360                                                       0.02059%                0.01000%
64                     Actual/360                                                       0.02059%                0.01000%
65                     Actual/360                                                       0.02059%                0.01000%
66                     Actual/360                                                       0.02059%                0.01000%
67                     Actual/360                                                       0.02059%                0.01000%
68                     Actual/360                                                       0.02059%                0.01000%
69                     Actual/360                                                       0.02059%                0.01000%
70                     Actual/360                                                       0.02059%                0.01000%
71                     Actual/360                                                       0.02059%                0.01000%
72                     Actual/360                                                       0.02059%                0.01000%
72.01
72.02
73                     Actual/360                                                       0.02059%                0.01000%
74                     Actual/360                                                       0.02059%                0.01000%
75                     Actual/360                                                       0.02059%                0.01000%
76                     Actual/360                                                       0.02059%                0.01000%
77                     Actual/360                                                       0.02059%                0.01000%
77.01
77.02
77.03
77.04
78                     Actual/360                                                       0.02059%                0.01000%
79                     Actual/360                                                       0.07059%                0.01000%
79.01
79.02
80                     Actual/360                                                       0.02059%                0.01000%
81                     Actual/360                                                       0.02059%                0.01000%
82                     Actual/360                                                       0.02059%                0.01000%
83                     Actual/360                                                       0.02059%                0.01000%
84                     Actual/360                                                       0.02059%                0.01000%
85                     Actual/360                                                       0.02059%                0.01000%
86                     Actual/360                                                       0.02059%                0.01000%
87                     Actual/360                                                       0.02059%                0.01000%
88                     Actual/360                                                       0.02059%                0.01000%
89                     Actual/360                                                       0.02059%                0.01000%
90                     Actual/360                                                       0.02059%                0.01000%
91                     Actual/360                                                       0.02059%                0.01000%
92                     Actual/360                                                       0.05059%                0.01000%
93                     Actual/360                                                       0.02059%                0.01000%
94                     Actual/360                                                       0.02059%                0.01000%
95                     Actual/360                                                       0.02059%                0.01000%
96                     Actual/360                                                       0.02059%                0.01000%
97                     Actual/360                                                       0.02059%                0.01000%
98                     Actual/360                                                       0.02059%                0.01000%
99                     Actual/360                                                       0.02059%                0.01000%
100                    Actual/360                                                       0.07059%                0.01000%
101                    Actual/360                                                       0.02059%                0.01000%
102                    Actual/360                                                       0.02059%                0.01000%
103                    Actual/360                                                       0.02059%                0.01000%
104                    Actual/360                                                       0.02059%                0.01000%
105                    Actual/360                                                       0.02059%                0.01000%
106                    Actual/360                                                       0.02059%                0.01000%
107                    Actual/360                                                       0.02059%                0.01000%
108                    Actual/360                                                       0.02059%                0.01000%
109                    Actual/360                                                       0.02059%                0.01000%
110                    Actual/360                                                       0.02059%                0.01000%
111                    Actual/360                                                       0.02059%                0.01000%
112                    Actual/360                                                       0.02059%                0.01000%
113                    Actual/360                                                       0.02059%                0.01000%
114                    Actual/360                                                       0.02059%                0.01000%
115                    Actual/360                                                       0.08059%                0.01000%
116                    Actual/360                                                       0.02059%                0.01000%
117                    Actual/360                                                       0.02059%                0.01000%
118                    Actual/360                                                       0.02059%                0.01000%
119                    Actual/360                                                       0.02059%                0.01000%
120                    Actual/360                                                       0.02059%                0.01000%
121                    Actual/360                                                       0.02059%                0.01000%
122                    Actual/360                                                       0.02059%                0.01000%
123                    Actual/360                                                       0.02059%                0.01000%
124                    Actual/360                                                       0.02059%                0.01000%
125                    Actual/360                                                       0.02059%                0.01000%
126                    Actual/360                                                       0.02059%                0.01000%
127                    Actual/360                                                       0.02059%                0.01000%
128                    Actual/360                                                       0.07059%                0.01000%
129                    Actual/360                                                       0.02059%                0.01000%
130                    Actual/360                                                       0.07059%                0.01000%
131                    Actual/360                                                       0.02059%                0.01000%
132                    Actual/360                                                       0.02059%                0.01000%
133                    Actual/360                                                       0.02059%                0.01000%
134                    Actual/360                                                       0.02059%                0.01000%

1-P                    Actual/360                                                       0.01000%                0.00000%
2-P                    Actual/360                                                       0.01000%                0.00000%
3-B                    Actual/360                                                       0.01000%                0.00000%
14-P                   Actual/360                                                       0.01000%                0.00000%
15-B                   Actual/360                                                       0.01000%                0.00000%
30-B                   Actual/360                                                       0.00000%                0.00000%
74-B                   Actual/360                                                       0.01000%                0.00000%
77-P                   Actual/360                                                       0.01000%                0.00000%

<CAPTION>
GCCFC 06-GG7 Loan ID   Primary Servicing Fee    Ownership Interest (Fee/Leasehold)   Mortgage Loan Seller   Originator
--------------------   ---------------------    ----------------------------------   --------------------   --------------
<S>                    <C>                      <C>                                  <C>                    <C>
1                                    0.01000%                                        GSMC                   GSCMC
1.01                                            Fee Simple
1.02                                            Fee Simple
1.03                                            Fee Simple
1.04                                            Fee Simple
1.05                                            Fee Simple
1.06                                            Fee Simple
1.07                                            Fee Simple
1.08                                            Fee Simple
1.09                                            Fee Simple
1.10                                            Fee Simple
1.11                                            Fee Simple
1.12                                            Fee Simple
1.13                                            Fee Simple
1.14                                            Fee Simple
1.15                                            Fee Simple
1.16                                            Fee Simple
1.17                                            Fee Simple
1.18                                            Fee Simple
1.19                                            Fee Simple
1.20                                            Fee Simple
1.21                                            Fee Simple
1.22                                            Fee Simple
1.23                                            Fee Simple
1.24                                            Fee Simple
1.25                                            Fee Simple
1.26                                            Fee Simple
1.27                                            Fee Simple
1.28                                            Fee Simple
1.29                                            Fee Simple
2                                    0.01000%   Fee Simple                           GSMC                   GSCMC / Lehman
3                                    0.01000%   Fee Simple                           GCFP                   GCFP
4                                    0.01000%   Fee Simple                           GSMC                   GSCMC
5                                    0.01000%   Fee Simple                           GCFP                   GCFP
6                                    0.01000%   Fee Simple                           GSMC                   GSCMC
7                                    0.01000%   Fee Simple                           GCFP                   GCFP
8                                    0.01000%   Fee Simple                           GSMC                   GSCMC
9                                    0.06000%   Fee Simple                           GSMC                   GSCMC
10                                   0.03000%                                        GSMC                   GSCMC
10.01                                           Leasehold
10.02                                           Leasehold
10.03                                           Leasehold
10.04                                           Fee Simple
10.05                                           Leasehold
10.06                                           Leasehold
10.07                                           Leasehold
10.08                                           Leasehold
10.09                                           Leasehold
10.10                                           Fee Simple
10.11                                           Leasehold
10.12                                           Leasehold
10.13                                           Leasehold
11                                   0.01000%   Fee Simple                           GCFP                   GCFP
12                                   0.01000%   Leasehold                            GCFP                   GCFP
13                                   0.01000%   Fee Simple                           GCFP                   GCFP
14                                   0.01000%                                        GSMC                   GSCMC
14.01                                           Fee Simple
14.02                                           Fee Simple
14.03                                           Fee Simple
14.04                                           Fee Simple
14.05                                           Fee Simple
14.06                                           Fee Simple
14.07                                           Fee Simple
14.08                                           Fee Simple
15                                   0.01000%   Leasehold                            GCFP                   GCFP
16                                   0.03000%   Fee Simple                           GCFP                   GCFP
17                                   0.01000%   Fee Simple                           GCFP                   GCFP
18                                   0.01000%   Fee Simple                           GSMC                   GSCMC
19                                   0.01000%   Leasehold                            GCFP                   GCFP
20                                   0.01000%   Fee Simple                           GCFP                   GCFP
21                                   0.01000%   Fee Simple                           GCFP                   GCFP
22                                   0.01000%   Fee Simple                           GSMC                   GSCMC
23                                   0.01000%   Fee Simple                           GCFP                   GCFP
24                                   0.01000%   Fee Simple                           GCFP                   GCFP
25                                   0.01000%   Fee Simple                           GCFP                   GCFP
26                                   0.01000%   Fee Simple                           GCFP                   GCFP
27                                   0.01000%   Fee Simple                           GSMC                   GSCMC
28                                   0.01000%   Fee Simple                           GSMC                   GSCMC
29                                   0.01000%   Fee Simple                           GCFP                   GCFP
30                                   0.01000%   Fee Simple                           GCFP                   GCFP
31                                   0.00000%   Fee Simple                           GCFP                   Petra
32                                   0.01000%   Fee Simple                           GCFP                   GCFP
33                                   0.01000%   Fee Simple                           GCFP                   GCFP
34                                   0.01000%   Fee Simple                           GCFP                   GCFP
35                                   0.01000%   Fee Simple                           GCFP                   GCFP
36                                   0.01000%   Fee Simple                           GCFP                   GCFP
37                                   0.01000%   Fee Simple                           GCFP                   GCFP
38                                   0.01000%   Fee Simple                           GCFP                   GCFP
39                                   0.01000%                                        GCFP                   GCFP
39.01                                           Fee Simple
39.02                                           Fee Simple
40                                   0.05000%                                        GSMC                   GSCMC
40.01                                           Fee Simple
40.02                                           Fee Simple
40.03                                           Fee Simple
41                                   0.01000%   Fee Simple                           GSMC                   GSCMC
42                                   0.01000%   Fee Simple                           GSMC                   GSCMC
43                                   0.01000%   Fee Simple                           GCFP                   GCFP
44                                   0.01000%   Fee Simple                           GCFP                   GCFP
45                                   0.01000%   Fee Simple                           GCFP                   GCFP
46                                   0.01000%   Leasehold                            GCFP                   GCFP
47                                   0.01000%   Fee Simple                           GSMC                   GSCMC
48                                   0.05000%   Fee Simple                           GCFP                   GCFP
49                                   0.01000%   Fee Simple                           GCFP                   GCFP
50                                   0.01000%   Fee Simple                           GCFP                   GCFP
51                                   0.01000%   Fee Simple                           GCFP                   GCFP
52                                   0.01000%   Fee Simple                           GCFP                   GCFP
53                                   0.01000%   Fee Simple                           GCFP                   GCFP
54                                   0.01000%   Fee Simple                           GCFP                   GCFP
55                                   0.01000%   Fee Simple                           GCFP                   GCFP
56                                   0.01000%   Fee Simple                           GSMC                   GSCMC
57                                   0.01000%   Fee Simple                           GCFP                   GCFP
58                                   0.01000%   Fee Simple                           GSMC                   GSCMC
59                                   0.01000%                                        GCFP                   GCFP
59.01                                           Fee Simple
59.02                                           Fee Simple
59.03                                           Fee Simple
59.04                                           Fee Simple
59.05                                           Fee Simple
59.06                                           Fee Simple
59.07                                           Fee Simple
59.08                                           Fee Simple
59.09                                           Fee Simple
60                                   0.01000%   Fee Simple                           GCFP                   GCFP
61                                   0.01000%   Fee Simple                           GSMC                   GSCMC
62                                   0.01000%   Fee Simple                           GCFP                   GCFP
63                                   0.01000%   Fee Simple                           GSMC                   GSCMC
64                                   0.01000%   Fee Simple                           GSMC                   GSCMC
65                                   0.01000%   Fee Simple                           GSMC                   GSCMC
66                                   0.01000%   Fee Simple / Leasehold               GSMC                   GSCMC
67                                   0.01000%   Leasehold                            GCFP                   GCFP
68                                   0.01000%   Fee Simple                           GSMC                   GSCMC
69                                   0.01000%   Fee Simple                           GCFP                   GCFP
70                                   0.01000%   Fee Simple                           GCFP                   GCFP
71                                   0.01000%   Fee Simple                           GCFP                   GCFP
72                                   0.01000%                                        GCFP                   GCFP
72.01                                           Fee Simple
72.02                                           Fee Simple
73                                   0.01000%   Fee Simple                           GSMC                   GSCMC
74                                   0.01000%   Fee Simple                           GCFP                   GCFP
75                                   0.01000%   Fee Simple                           GCFP                   GCFP
76                                   0.01000%   Fee Simple                           GCFP                   GCFP
77                                   0.01000%                                        GCFP                   GCFP
77.01                                           Fee Simple
77.02                                           Fee Simple
77.03                                           Fee Simple
77.04                                           Fee Simple
78                                   0.01000%   Fee Simple                           GCFP                   GCFP
79                                   0.06000%                                        GSMC                   GSCMC
79.01                                           Leasehold
79.02                                           Leasehold
80                                   0.01000%   Fee Simple                           GSMC                   GSCMC
81                                   0.01000%   Fee Simple                           GCFP                   GCFP
82                                   0.01000%   Fee Simple                           GCFP                   GCFP
83                                   0.01000%   Fee Simple                           GSMC                   GSCMC
84                                   0.01000%   Fee Simple                           GCFP                   GCFP
85                                   0.01000%   Fee Simple                           GSMC                   GSCMC
86                                   0.01000%   Fee Simple                           GSMC                   GSCMC
87                                   0.01000%   Fee Simple                           GSMC                   GSCMC
88                                   0.01000%   Fee Simple                           GCFP                   GCFP
89                                   0.01000%   Fee Simple / Leasehold               GCFP                   GCFP
90                                   0.01000%   Fee Simple                           GCFP                   GCFP
91                                   0.01000%   Fee Simple                           GSMC                   GSCMC
92                                   0.04000%   Fee Simple                           GCFP                   GCFP
93                                   0.01000%   Fee Simple                           GCFP                   GCFP
94                                   0.01000%   Fee Simple                           GSMC                   GSCMC
95                                   0.01000%   Fee Simple                           GCFP                   GCFP
96                                   0.01000%   Fee Simple                           GCFP                   GCFP
97                                   0.01000%   Fee Simple                           GSMC                   GSCMC
98                                   0.01000%   Fee Simple                           GCFP                   GCFP
99                                   0.01000%   Fee Simple                           GCFP                   GCFP
100                                  0.06000%   Fee Simple                           GSMC                   GSCMC
101                                  0.01000%   Fee Simple                           GSMC                   GSCMC
102                                  0.01000%   Fee Simple                           GCFP                   GCFP
103                                  0.01000%   Fee Simple / Leasehold               GSMC                   GSCMC
104                                  0.01000%   Fee Simple                           GSMC                   GSCMC
105                                  0.01000%   Fee Simple                           GSMC                   GSCMC
106                                  0.01000%   Fee Simple                           GSMC                   GSCMC
107                                  0.01000%   Fee Simple                           GCFP                   GCFP
108                                  0.01000%   Fee Simple                           GCFP                   GCFP
109                                  0.01000%   Fee Simple                           GCFP                   GCFP
110                                  0.01000%   Fee Simple                           GSMC                   GSCMC
111                                  0.01000%   Fee Simple                           GCFP                   GCFP
112                                  0.01000%   Fee Simple                           GCFP                   GCFP
113                                  0.01000%   Fee Simple                           GSMC                   GSCMC
114                                  0.01000%   Fee Simple                           GCFP                   GCFP
115                                  0.07000%   Fee Simple                           GSMC                   GSCMC
116                                  0.01000%   Fee Simple                           GSMC                   GSCMC
117                                  0.01000%   Fee Simple                           GSMC                   GSCMC
118                                  0.01000%   Fee Simple                           GCFP                   GCFP
119                                  0.01000%   Fee Simple                           GCFP                   GCFP
120                                  0.01000%   Fee Simple                           GSMC                   GSCMC
121                                  0.01000%   Fee Simple                           GSMC                   GSCMC
122                                  0.01000%   Leasehold                            GSMC                   GSCMC
123                                  0.01000%   Fee Simple                           GSMC                   GSCMC
124                                  0.01000%   Fee Simple                           GSMC                   GSCMC
125                                  0.01000%   Fee Simple                           GSMC                   GSCMC
126                                  0.01000%   Fee Simple                           GCFP                   GCFP
127                                  0.01000%   Fee Simple                           GCFP                   GCFP
128                                  0.06000%   Fee Simple                           GSMC                   GSCMC
129                                  0.01000%   Fee Simple                           GSMC                   GSCMC
130                                  0.06000%   Fee Simple                           GSMC                   GSCMC
131                                  0.01000%   Fee Simple                           GCFP                   GCFP
132                                  0.01000%   Fee Simple                           GCFP                   GCFP
133                                  0.01000%   Fee Simple                           GCFP                   GCFP
134                                  0.01000%   Fee Simple                           GCFP                   GCFP

1-P                                  0.01000%                                        GSMC                   GSCMC
2-P                                  0.01000%                                        GSMC                   GSCMC
3-B                                  0.01000%                                        GCFP                   GCFP
14-P                                 0.01000%                                        GSMC                   GSCMC
15-B                                 0.01000%                                        GCFP                   GCFP
30-B                                 0.00000%                                        GCFP                   GCFP
74-B                                 0.01000%                                        GCFP                   GCFP
77-P                                 0.01000%                                        GCFP                   GCFP

<CAPTION>
GCCFC 06-GG7 Loan ID   Prepayment Type
--------------------   ---------------------------------------------------------------------------------------------------
<S>                    <C>
1                      Lockout/26_Defeasance/89_0%/4
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                      Lockout/28_Defeasance/88_0%/4
3                      Lockout/27_Defeasance/91_0%/4
4                      Lockout/25_Defeasance/86_0%/3
5                      Lockout/29_Defeasance/87_0%/4
6                      Lockout/25_Defeasance/91_0%/5
7                      Lockout/26_Defeasance/90_0%/4
8                      Lockout/24_Defeasance/91_0%/5
9                      Lockout/27_Defeasance/86_0%/7
10                     Lockout/25_Greater of YM or 1% or Defeasance or (Partial Defeasance or Greater of 1% or YM)/91_0%/4
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                     Lockout/24_Defeasance/57_0%/3
12                     Lockout/27_Defeasance/30_0%/3
13                     Lockout/25_Defeasance/91_0%/4
14                     Lockout/33_Defeasance/80_0%/7
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                     Lockout/25_Defeasance/91_0%/4
16                     Lockout/26_Defeasance/90_0%/4
17                     Lockout/24_Defeasance/93_0%/3
18                     Lockout/27_Defeasance/89_0%/4
19                     Lockout/27_Defeasance/90_0%/3
20                     Lockout/31_Defeasance/25_0%/4
21                     Lockout/27_Defeasance/90_0%/3
22                     Lockout/26_Defeasance or Greater of YM or 1%/90_0%/4
23                     Lockout/24_Defeasance/92_0%/4
24                     Lockout/24_Defeasance/93_0%/3
25                     Lockout/24_> YM or 1%/33_0%/3
26                     Lockout/27_Defeasance/89_0%/4
27                     Lockout/26_Defeasance/87_0%/7
28                     Lockout/25_Defeasance/91_0%/4
29                     Lockout/24_Defeasance/92_0%/4
30                     Lockout/29_Defeasance/87_0%/4
31                     Lockout/28_Defeasance/89_0%/3
32                     Lockout/26_Defeasance/90_0%/4
33                     Lockout/24_> YM or 1%/33_0%/3
34                     Lockout/30_Defeasance/86_0%/4
35                     Lockout/26_Defeasance/90_0%/4
36                     >YM or 6%/24_>YM or 4%/12_>YM or 2%/12_>YM or 1%/8_0%/4
37                     Lockout/28_Defeasance/88_0%/4
38                     Lockout/27_Defeasance/29_0%/4
39                     Lockout/24_Defeasance/93_0%/3
39.01
39.02
40                     Lockout/27_>YM or 1%/89_0%/4
40.01
40.02
40.03
41                     Lockout/28_Defeasance/88_0%/4
42                     Lockout/28_Defeasance/88_0%/4
43                     Lockout/30_Defeasance/87_0%/3
44                     Lockout/25_Defeasance/91_0%/4
45                     Lockout/27_Defeasance/89_0%/4
46                     Lockout/25_Defeasance or YM/92_0%/3
47                     Lockout/25_Defeasance/91_0%/4
48                     Lockout/59_> YM or 1%/57_0%/4
49                     Lockout/25_Defeasance/91_0%/4
50                     Lockout/25_Defeasance/92_0%/3
51                     Lockout/29_Defeasance/87_0%/4
52                     Lockout/25_Defeasance/91_0%/4
53                     Lockout/27_Defeasance/89_0%/4
54                     Lockout/25_Defeasance/91_0%/4
55                     Lockout/27_Defeasance/90_0%/3
56                     Lockout/25_Defeasance/91_0%/4
57                     Lockout/24_Defeasance/92_0%/4
58                     Lockout/25_Defeasance/91_0%/4
59                     Lockout/26_Defeasance/31_0%/3
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                     Lockout/24_Defeasance/92_0%/4
61                     Lockout/25_Defeasance/91_0%/4
62                     Lockout/24_Defeasance/92_0%/4
63                     Lockout/25_Defeasance/91_0%/4
64                     Lockout/26_Defeasance/90_0%/4
65                     Lockout/25_Defeasance/91_0%/4
66                     Lockout/26_Defeasance or (Partial Defeasance or > YM or 1%)/87_0%/7
67                     Lockout/34_Defeasance/47_0%/3
68                     Lockout/25_Defeasance/91_0%/4
69                     Lockout/28_Defeasance/28_0%/4
70                     Lockout/29_Defeasance/87_0%/4
71                     Lockout/34_Defeasance/22_0%/4
72                     Lockout/28_Defeasance/29_0%/3
72.01
72.02
73                     Lockout/28_Defeasance/88_0%/4
74                     Lockout/26_Defeasance/91_0%/3
75                     Lockout/28_Defeasance/85_0%/7
76                     Lockout/27_Defeasance/89_0%/4
77                     Lockout/27_> YM or 1%/87_0%/4
77.01
77.02
77.03
77.04
78                     Lockout/24_Defeasance/92_0%/4
79                     Lockout/26_>YM or 1%/90_0%/4
79.01
79.02
80                     Lockout/27_Defeasance/89_0%/4
81                     Lockout/27_Defeasance/89_0%/4
82                     Lockout/26_Defeasance/90_0%/4
83                     Lockout/32_Defeasance/84_0%/4
84                     Lockout/25_Defeasance/91_0%/4
85                     >YM or 3%/12_> YM or 2%/12_>YM or 1%/92_0%/4
86                     Lockout/28_Defeasance/88_0%/4
87                     Lockout/26_Defeasance/90_0%/4
88                     Lockout/32_Defeasance/85_0%/3
89                     Lockout/26_Defeasance/33_0%/7
90                     Lockout/31_Defeasance/85_0%/4
91                     Lockout/28_Defeasance/88_0%/4
92                     Lockout/25_Defeasance/91_0%/4
93                     Lockout/24_Defeasance/92_0%/4
94                     Lockout/27_Defeasance or Greater of 1% or Yield Maintenance/89_0%/4
95                     Lockout/26_Defeasance/90_0%/4
96                     Lockout/61_> YM or 1%/55_0%/4
97                     Lockout/25_Defeasance or Greater of 1% or Yield Maintenance/91_0%/4
98                     Lockout/27_Defeasance/89_0%/4
99                     Lockout/30_Defeasance/50_0%/4
100                    Lockout/29_Defeasance/86_0%/5
101                    Lockout/28_Defeasance/88_0%/4
102                    Lockout/25_> YM or 1%/91_0%/4
103                    Lockout/25_Defeasance/91_0%/4
104                    Lockout/25_Defeasance/91_0%/4
105                    Lockout/28_Defeasance/88_0%/4
106                    Lockout/26_Defeasance/90_0%/4
107                    Lockout/37_Defeasance/79_0%/4
108                    Lockout/25_> YM or 1%/91_0%/4
109                    Lockout/24_Defeasance/92_0%/4
110                    Lockout/27_Defeasance/89_0%/4
111                    Lockout/25_Defeasance/91_0%/4
112                    Lockout/27_Defeasance/90_0%/3
113                    Lockout/26_Defeasance/54_0%/4
114                    Lockout/25_Defeasance/91_0%/4
115                    Lockout/25_Defeasance/91_0%/4
116                    Lockout/27_>YM or 1%/89_0%/4
117                    Lockout/27_Defeasance/89_0%/4
118                    Lockout/28_Defeasance/89_0%/3
119                    Lockout/27_Defeasance/89_0%/4
120                    Lockout/31_Defeasance/85_0%/4
121                    Lockout/27_Defeasance/89_0%/4
122                    Lockout/28_Defeasance/88_0%/4
123                    Lockout/31_Defeasance/85_0%/4
124                    Lockout/26_>YM or 1%/90_0%/4
125                    Lockout/28_Defeasance/88_0%/4
126                    Lockout/27_Defeasance/89_0%/4
127                    Lockout/33_Defeasance/83_0%/4
128                    Lockout/26_>YM or 1%/90_0%/4
129                    Lockout/29_Defeasance/87_0%/4
130                    Lockout/27_Defeasance/89_0%/4
131                    Lockout/35_Defeasance/81_0%/4
132                    Lockout/25_Defeasance/91_0%/4
133                    Lockout/25_Defeasance/91_0%/4
134                    Lockout/37_Defeasance/79_0%/4

1-P                    Lockout/26_Defeasance/89_0%/4
2-P                    Lockout/28_Defeasance/88_0%/4
3-B                    Lockout/27_Defeasance/91_0%/4
14-P                   Lockout/33_Defeasance/80_0%/7
15-B                   Lockout/25_Defeasance/91_0%/4
30-B                   Lockout/29_Defeasance/87_0%/4
74-B                   Lockout/26_Defeasance/91_0%/3
77-P                   Lockout/27_> YM or 1%/87_0%/4

<CAPTION>
GCCFC 06-GG7 Loan ID   Crossed With Other Loans (Crossed Group)
--------------------   ----------------------------------------
<S>                    <C>
1                      NAP
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                      NAP
3                      NAP
4                      NAP
5                      NAP
6                      NAP
7                      NAP
8                      NAP
9                      NAP
10                     NAP
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                     NAP
12                     NAP
13                     NAP
14                     NAP
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                     NAP
16                     NAP
17                     NAP
18                     NAP
19                     NAP
20                     NAP
21                     NAP
22                     NAP
23                     NAP
24                     NAP
25                     NAP
26                     NAP
27                     NAP
28                     NAP
29                     NAP
30                     NAP
31                     NAP
32                     NAP
33                     NAP
34                     NAP
35                     NAP
36                     NAP
37                     NAP
38                     NAP
39                     NAP
39.01
39.02
40                     NAP
40.01
40.02
40.03
41                     NAP
42                     NAP
43                     NAP
44                     NAP
45                     NAP
46                     NAP
47                     NAP
48                     NAP
49                     NAP
50                     NAP
51                     NAP
52                     NAP
53                     NAP
54                     NAP
55                     NAP
56                     NAP
57                     NAP
58                     NAP
59                     NAP
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                     NAP
61                     NAP
62                     NAP
63                     NAP
64                     NAP
65                     NAP
66                     NAP
67                     NAP
68                     NAP
69                     NAP
70                     NAP
71                     NAP
72                     NAP
72.01
72.02
73                     NAP
74                     NAP
75                     NAP
76                     NAP
77                     NAP
77.01
77.02
77.03
77.04
78                     NAP
79                     NAP
79.01
79.02
80                     NAP
81                     NAP
82                     NAP
83                     NAP
84                     NAP
85                     NAP
86                     NAP
87                     NAP
88                     NAP
89                     NAP
90                     NAP
91                     NAP
92                     NAP
93                     NAP
94                     NAP
95                     NAP
96                     NAP
97                     NAP
98                     NAP
99                     NAP
100                    NAP
101                    NAP
102                    NAP
103                    NAP
104                    NAP
105                    NAP
106                    NAP
107                    NAP
108                    NAP
109                    NAP
110                    NAP
111                    NAP
112                    NAP
113                    NAP
114                    NAP
115                    NAP
116                    NAP
117                    NAP
118                    NAP
119                    NAP
120                    NAP
121                    NAP
122                    NAP
123                    NAP
124                    NAP
125                    NAP
126                    NAP
127                    NAP
128                    NAP
129                    NAP
130                    NAP
131                    NAP
132                    NAP
133                    NAP
134                    NAP

1-P                    NAP
2-P                    NAP
3-B                    NAP
14-P                   NAP
15-B                   NAP
30-B                   NAP
74-B                   NAP
77-P                   NAP
</TABLE>


<PAGE>

                                   SCHEDULE II

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY

                                      None

<PAGE>

                                  SCHEDULE III

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS

                                      None

<PAGE>

                                   SCHEDULE IV

                                   [Reserved]

<PAGE>

                                   SCHEDULE V

            SCHEDULE OF INITIAL DIRECTING HOLDER FOR EACH LOAN GROUP
                              (as of July 1, 2006)

<TABLE>
<CAPTION>
---------------- ----------------------- --------------------------------------- -----------------------------
   Mortgage
     Loan
    Number           Property Name                  Directing Holder                  Consulting Holder
---------------- ----------------------- --------------------------------------- -----------------------------
<S>                <C>                   <C>                                     <C>
       1
                                                                                    Goldman Sachs Mortgage
                                                                                  Company (as holder of the
                   Investcorp Retail                                             related pari passu floating
                       Portfolio         Controlling Class Directing Holder          rate mortgage loan)
---------------- ----------------------- --------------------------------------- -----------------------------
                                         Holder of certificates representing a
                                         majority interest in a designated
                                         controlling class of the trust
                                         related to the LB-UBS Commercial
                                         Mortgage Trust 2006-C4, Commercial
                                         Mortgage Pass-Through Certificates,     Controlling Class Directing
       2           One New York Plaza    Series 2006-C4                                     Holder
---------------- ----------------------- --------------------------------------- -----------------------------
       3               JP Morgan
                 International Plaza I   Newkirk Master Limited Partnership
                          & II           (as Note B Holder)                                  N/A
---------------- ----------------------- --------------------------------------- -----------------------------

                                                                                 Controlling Class Directing
                                                                                     Holder and holder of
                                                                                 certificates representing a
                                                                                    majority interest in a
                                         Holder of certificates representing a      designated controlling
                                         majority interest in a designated       class of the trust relating
                                         controlling class of the trust               to the GS Mortgage
                                         related to the Commercial Mortgage       Securities Trust 2006-GG6,
                                         Trust 2005-GG5, Commercial Mortgage       Commercial Mortgage Pass
                                         Pass-Through Certificates, Series          Through Certificates,
      14         JQH Hotel Portfolio B2  2005-GG5                                      Series 2006-GG6
---------------- ----------------------- --------------------------------------- -----------------------------
      15
                                         Greenwich Capital Financial Products,
                    Nemours Building     Inc. (as Note B Holder)                             N/A
---------------- ----------------------- --------------------------------------- -----------------------------
                                                                                 Greenwich Capital Financial
                                                                                  Products, Inc. (as Note B
      30           Towns of Riverside    Controlling Class Directing Holder                Holder)
---------------- ----------------------- --------------------------------------- -----------------------------

                                         Greenwich Capital Financial Products,
      74         Lackland Self Storage   Inc. (as Note B Holder)                             N/A
---------------- ----------------------- --------------------------------------- -----------------------------
                                                                                       Controlling Class
                                                                                 Directing Holder and holder
                                                                                       of certificates
                                                                                   representing a majority
                                                                                   interest in a designated
                                         Holder of certificates representing a     controlling class of the
                                         majority interest in a designated         trust relating to the GS
                                         controlling class of the trust           Mortgage Securities Trust
                                         related to the Commercial Mortgage          2006-GG6, Commercial
                                         Trust 2005-GG5, Commercial Mortgage        Mortgage Pass Through
                      Centra Point       Pass-Through Certificates, Series           Certificates, Series
      77               Portfolio         2005-GG5                                          2006-GG6
---------------- ----------------------- --------------------------------------- -----------------------------
</TABLE>

<PAGE>

                                   SCHEDULE VI

                         SUPPLEMENTAL SERVICER SCHEDULE

<TABLE>
<CAPTION>
GCCFC 06-GG7 Loan ID   Control_Number   Loan ID         Loan Name
--------------------   --------------   -------------   ------------------------------------------
<S>                    <C>              <C>             <C>
1                      00-1001181       00-1001181      Investcorp Retail Portfolio




1.01                   00-1001181-1     00-1001181-1    Westgate Marketplace
1.02                   00-1001181-2     00-1001181-2    Market At First Colony
1.03                   00-1001181-3     00-1001181-3    Village At Blanco
1.04                   00-1001181-4     00-1001181-4    Copperfield Crossing
1.05                   00-1001181-5     00-1001181-5    Mason Park
1.06                   00-1001181-6     00-1001181-6    Bandera Festival
1.07                   00-1001181-7     00-1001181-7    Grogan's Mill
1.08                   00-1001181-8     00-1001181-8    Creekside Plaza Shopping Center
1.09                   00-1001181-9     00-1001181-9    Southlake Village
1.10                   00-1001181-10    00-1001181-10   Townsend Square
1.11                   00-1001181-11    00-1001181-11   Highland Square
1.12                   00-1001181-12    00-1001181-12   Forestwood
1.13                   00-1001181-13    00-1001181-13   Steeplechase
1.14                   00-1001181-14    00-1001181-14   Spring Shadows
1.15                   00-1001181-15    00-1001181-15   Mission Bend
1.16                   00-1001181-16    00-1001181-16   Sterling Plaza
1.17                   00-1001181-17    00-1001181-17   Parkwood
1.18                   00-1001181-18    00-1001181-18   Village By The Park
1.19                   00-1001181-19    00-1001181-19   Barker Cypress
1.20                   00-1001181-20    00-1001181-20   Benchmark Crossing
1.21                   00-1001181-21    00-1001181-21   DeSoto Shopping Center
1.22                   00-1001181-22    00-1001181-22   Beechcrest
1.23                   00-1001181-23    00-1001181-23   Richwood
1.24                   00-1001181-24    00-1001181-24   Colony Plaza
1.25                   00-1001181-25    00-1001181-25   Melbourne Plaza
1.26                   00-1001181-26    00-1001181-26   Minyard's
1.27                   00-1001181-27    00-1001181-27   Green Oaks
1.28                   00-1001181-28    00-1001181-28   Kroger's Bissonnet
1.29                   00-1001181-29    00-1001181-29   Wurzbach
2                      00-1001175       00-1001175      One New York Plaza
3                      05-1531          05-1531         JP Morgan International Plaza I & II

4                      00-1001189       00-1001189      55 Corporate Drive

5                      05-1562          05-1562         350 Madison Avenue
6                      00-1001190       00-1001190      Portals I
7                      05-1570          05-1570         Pacific Center
8                      00-1001191       00-1001191      Montehiedra Town Center
9                      09-0002350       09-0002350      The Strip
10                     00-1001187       00-1001187      Johnson Medical Office Portfolio





10.01                  00-1001187-1     00-1001187-1    Sacred Heart MOB
10.02                  00-1001187-2     00-1001187-2    Shelby Physicians Center
10.03                  00-1001187-3     00-1001187-3    Cullman MOB I
10.04                  00-1001187-4     00-1001187-4    Physicians Medical Plaza
10.05                  00-1001187-5     00-1001187-5    Cullman MOB II
10.06                  00-1001187-6     00-1001187-6    Wesley Medical Plaza
10.07                  00-1001187-7     00-1001187-7    Emerald Coast Physicians Plaza
10.08                  00-1001187-9     00-1001187-9    Coosa Valley Medical Plaza
10.09                  00-1001187-8     00-1001187-8    Kingsport Medical Office Plaza
10.10                  00-1001187-10    00-1001187-10   Carolina Medical Plaza
10.11                  00-1001187-11    00-1001187-11   The Women's Pavilion
10.12                  00-1001187-12    00-1001187-12   Coastal Carolina Medical Plaza
10.13                  00-1001187-13    00-1001187-13   Family Medicine South
11                     06-0244          06-0244         West Oaks Mall
12                     06-0070          06-0070         The Hilton Minneapolis
13                     05-0760          05-0760         The Mall at Turtle Creek
14                     00-1001152       00-1001152      JQH Hotel Portfolio B2
14.01                  GS-2-1           GS-2-1          Dallas Embassy Suites
14.02                  GS-2-2           GS-2-2          Sacramento Holiday Inn
14.03                  GS-2-3           GS-2-3          Charlotte Renaissance
14.04                  GS-2-4           GS-2-4          Montgomery Embassy Suites
14.05                  GS-2-5           GS-2-5          Columbia Embassy Suites
14.06                  GS-2-6           GS-2-6          Jefferson City Capitol Plaza
14.07                  GS-2-7           GS-2-7          Coral Springs Marriott
14.08                  GS-2-8           GS-2-8          Cedar Rapids Marriott
15                     05-0563          05-0563         Nemours Building
16                     06-0329          06-0329         John Marshall II
17                     06-0342          06-0342         Mount Kemble Corporate Center
18                     09-0002345       09-0002345      The Hotel on Rivington
19                     05-1100          05-1100         Corporate Center














20                     03-0350          03-0350         Citadel Crossing
21                     05-1322          05-1322         331 North Maple Drive
22                     09-0002346       09-0002346      Buckhead Crossing
23                     05-0447          05-0447         Bass Pro Shops
24                     06-0285          06-0285         131 Spring Street
25                     06-0413          06-0413         Mohawk Hills Apartments
26                     06-0069          06-0069         3 Gannett Drive
27                     09-0002341       09-0002341      Glenwood Meadows
28                     09-0002363       09-0002363      Santan Gateway

29                     06-0058          06-0058         Two Towne Square
30                     05-1437          05-1437         Towns of Riverside
31                     06-0268          06-0268         88 Third Avenue
32                     06-0151          06-0151         Lorden Plaza
33                     06-0412          06-0412         Providence at Old Meridian
34                     05-1220          05-1220         Holiday Inn, Fishermans Wharf
35                     06-0212          06-0212         Moulton Plaza
36                     05-1156          05-1156         Fremont Marriott
37                     05-1537          05-1537         Alanza Brook Apartments
38                     06-0102          06-0102         Residence Inn Midtown Atlanta
39                     06-0507          06-0507         1544 Old Alabama Road and 900 Holcomb Road
39.01                  06-0507          06-0507         1544 Old Alabama Road
39.02                  06-0507          06-0507         900 Holcomb Road
40                     09-0002332       09-0002332      Louisville Medical Office Portfolio
40.01                  09-0002332-1     09-0002332-1    Gray Street Medical Office Plaza
40.02                  09-0002332-2     09-0002332-2    Audubon Medical Plaza West
40.03                  09-0002332-3     09-0002332-3    Audubon Medical Plaza East
41                     09-0002310       09-0002310      Aliso Viejo 20
42                     09-0002311       09-0002311      Paradise 24
43                     05-1508          05-1508         Anderson Station
















44                     06-0160          06-0160         Tequa Festival Marketplace
45                     06-0034          06-0034         6200 Oak Tree Boulevard
46                     05-0533          05-0533         Grant & Geary Center
47                     09-0002360       09-0002360      Oak Park Shopping Center


48                     06-0035          06-0035         107 Tom Starling Road
49                     05-0777          05-0777         Residence Inn by Marriott- Princeton, NJ
50                     05-0991          05-0991         Medinah Temple
51                     05-0302          05-0302         Price Self Storage - National
52                     06-0324          06-0324         Padonia Shopping Center
53                     05-1501          05-1501         Pleasant Hill
54                     06-0012          06-0012         Homewood Suites - Del Mar
55                     06-0039          06-0039         289 Greenwich Avenue
56                     09-0002356       09-0002356      American River Office
57                     06-0255          06-0255         Fairfax Office Building
58                     09-0002358       09-0002358      Andersen Fiesta
59                     05-1491          05-1491         Silver Creek Portfolio II
59.01                  05-1491          05-1491         1005 East Spruce Street
59.02                  05-1491          05-1491         912 U.S. Highway 12
59.03                  05-1491          05-1491         2002 South Pleasant Street
59.04                  05-1491          05-1491         2405 West 7th Street
59.05                  05-1491          05-1491         3907 Beinville Road
59.06                  05-1491          05-1491         2200 North Wayne Street
59.07                  05-1491          05-1491         2050 Walton Drive
59.08                  05-1491          05-1491         771 Lost Creek Boulevard
59.09                  05-1491          05-1491         5441 South 24th Street
60                     06-0206          06-0206         Hilton Garden Inn - Las Vegas
61                     09-0002364       09-0002364      Chandler Santan South

62                     05-1393          05-1393         Mayfaire Community Center (Harris Teeter)
63                     09-0002353       09-0002353      Mercado del Rancho
64                     09-0002335       09-0002335      Brookhollow Two
65                     09-0002355       09-0002355      Camelback Village Center
66                     09-0002339       09-0002339      Alpine Valley Center
67                     05-0947          05-0947         Wyndham Union Station Hotel
68                     09-0002357       09-0002357      Cortaro Plaza
69                     04-1504          04-1504         Hotel Los Gatos
70                     05-1498          05-1498         The Moorings
71                     05-0968          05-0968         Palm Plaza
72                     05-0957          05-0957         Chicago Industrial Portfolio
72.01                  05-0957          05-0957         1812 West Hubbard
72.02                  05-0957          05-0957         7200 Leamington
73                     09-0002292       09-0002292      Shops at World Golf Village
74                     06-0052          06-0052         Lackland Self Storage
75                     05-1586          05-1586         Comfort Suites Manassas
76                     06-0114          06-0114         Townplace Suites by Marriott, Campbell
77                     05-0754          05-0754         Centra Point Portfolio
77.01                  05-0754          05-0754         Centra Point Building 2
77.02                  05-0754          05-0754         Centra Point Building 8
77.03                  05-0754          05-0754         Centra Point Building 4
77.04                  05-0754          05-0754         Centra Point Building 3
78                     06-0366          06-0366         Hoffman Village Shopping Center
79                     09-0002349       09-0002349      Alexian Brothers Medical Office Portfolio
79.01                  09-0002349-1     09-0002349-1    Alexian Brothers II MOB
79.02                  09-0002349-2     09-0002349-2    Alexian Brothers I MOB
80                     09-0002305       09-0002305      Energy Park Corporate Center

81                     06-0162          06-0162         Mesquite Village
82                     06-0055          06-0055         Plaza Towers
83                     09-0002208       09-0002208      Water Tower Place
84                     06-0124          06-0124         The Marketplace
85                     09-0002309       09-0002309      Arcadia Villa Apartments
86                     09-0002313       09-0002313      Promenade Building
87                     09-0002359       09-0002359      Lancaster Plaza
88                     05-0901          05-0901         Ebensburg Plaza









89                     06-0157          06-0157         Best Western - Charleston
90                     05-1221          05-1221         New Center Parking Decks
91                     09-0002280       09-0002280      Balmoral Centre
92                     06-0265          06-0265         Snyder Warehouse
93                     06-0121          06-0121         Galtier Plaza
94                     09-0002347       09-0002347      Hilltop Village
95                     06-0334          06-0334         LA Fitness, Beaverton
96                     05-1553          05-1553         Biltmore Shopping Plaza
97                     09-0002369       09-0002369      North 101 Business Park
98                     05-1519          05-1519         Manchester Theater
99                     05-1418          05-1418         Southboro Executive Place
100                    09-0002275       09-0002275      Hopewell Shopping Center
101                    09-0002315       09-0002315      Meadows Apartments
102                    06-0257          06-0257         Colony at Piper Glen I & II
103                    09-0002361       09-0002361      Heritage Place
104                    09-0002342       09-0002342      Somerset Apartments
105                    09-0002295       09-0002295      Hiram Square
106                    09-0002333       09-0002333      Commerce Center
107                    05-0412          05-0412         Southlake Village Retail Center
108                    06-0258          06-0258         201 Providence Road
109                    06-0392          06-0392         Eastern HIlls Center
110                    09-0002306       09-0002306      Grove Towers
111                    06-0252          06-0252         425 Ashley Ridge Boulevard
112                    06-0065          06-0065         85 East Colorado Boulevard
113                    09-0002351       09-0002351      Keswick Apartments
114                    06-0094          06-0094         Hampton Inn - Palm Desert
115                    09-0002336       09-0002336      Six Quebec
116                    09-0002329       09-0002329      Hill Country Crossing
117                    09-0002303       09-0002303      Martin Crossing
118                    05-1510          05-1510         Fair Hope
119                    06-0095          06-0095         Day Hill Village Shoppes
120                    09-0002219       09-0002219      Supercenter Exchange
121                    09-0002205       09-0002205      Beach Park Walgreens
122                    09-0002317       09-0002317      Mercedes Plaza
123                    09-0002247       09-0002247      4790 Sugarloaf Parkway
124                    09-0002328       09-0002328      Augusta Business Center
125                    09-0002294       09-0002294      Lakeside Office Building
126                    05-1439          05-1439         South Wayne Center
127                    05-0612          05-0612         Rhett at Remount
128                    09-0002191       09-0002191      Milestone South Retail Center
129                    09-0002296       09-0002296      Central Texas Marketplace

130                    09-0002343       09-0002343      Westlake Office Center

131                    05-0514          05-0514         Trenton Shopping Center
132                    05-1499          05-1499         Tire Kingdom
133                    06-0373          06-0373         Parkway Village
134                    05-0502          05-0502         460 West Ontario Street

<CAPTION>
GCCFC 06-GG7 Loan ID   Borrower Name
--------------------   --------------------------------------------------------------------------
<S>                    <C>
1                      EQYInvest Owner I, Ltd., LLP, EQYInvest Owner II, Ltd., LLP,
                       EQYInvest Beechcrest Owner, Ltd., LLP, EQYInvest Grogans Owner,
                       Ltd., LLP, EQYInvest Green Oaks Owner, Ltd., LLP, EQYInvest
                       First Colony Owner, Ltd., LLP, EQYInvest Forestwood Owner, Ltd.,
                       LLP, EQYInvest Townsend Owner, Ltd., LLP
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                      Trizechahn One NY Plaza LLC
3                      70 Washington Street LP; DCW Holdings LP; LaShawn LP; 70 Wash
                       LP; 30 Main LP
4                      GKK 55 Corporate LLC, GKK 55 Corporate II LLC, SLG 55 Corporate
                       LLC and SLG 55 Corporate II LLC
5                      350 Madison Properties LLC
6                      Parcel 49B Limited Partnership
7                      MAGUIRE PROPERTIES-PACIFIC CENTER, LLC
8                      Vornado Montehiedra Acquisition L.P.
9                      The Strip Delaware LLC
10                     HCP Carolina Medical Plaza MOB, LLC, Coastal Carolina MOB, LLC,
                       HCP Coosa MOB, LLC, Cullman POB Partners I, LLC, Cullman POB II,
                       LLC, Emerald Coast MOB, LLC, HCP Family Medicine South MOB, LLC,
                       Hattiesburg Med Building, LLC, Huntsville MOB, LLC, Kingsport
                       MOB, LLC, HCP Shelby MOB, LLC, SHHMOB Pensacola, LLC and
                       Crestview Med Building, LLC
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                     IP of A West Oaks Mall, LP
12                     1001 Marquette, L.L.C.
13                     Mall at Turtle Creek, LLC
14                     Atrium Finance I, LP
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                     BPG Office Partners VIII LLC
16                     JMII Circle, LLC and JMII Ford, LLC
17                     Brickman Mt. Kemble LLC
18                     The Downtown LLC
19                     Cabot East Broward 2 LLC; Cabot East Broward 3 LLC; Cabot East
                       Broward 4 LLC; Cabot East Broward 5 LLC; Cabot East Broward 6
                       LLC; Cabot East Broward 7 LLC; Cabot East Broward 8 LLC; Cabot
                       East Broward 9 LLC; Cabot East Broward 10 LLC; Cabot East
                       Broward 11 LLC; Cabot East Broward 12 LLC; Cabot East Broward 13
                       LLC; Cabot East Broward 14 LLC; Cabot East Broward 15 LLC; Cabot
                       East Broward 16 LLC; Cabot East Broward 17 LLC; Cabot East
                       Broward 18 LLC; Cabot East Broward 19 LLC; Cabot East Broward 20
                       LLC; Cabot East Broward 21 LLC; Cabot East Broward 22 LLC; Cabot
                       East Broward 23 LLC; Cabot East Broward 24 LLC; Cabot East
                       Broward 25 LLC; Cabot East Broward 26 LLC; Cabot East Broward 27
                       LLC; Cabot East Broward 28 LLC; Cabot East Broward 29 LLC; Cabot
                       East Broward 30 LLC; Cabot East Broward 31 LLC; Cabot East
                       Broward 32 LLC; Cabot East Broward 33 LLC; Cabot East Broward 34
                       LLC; Cabot East Broward 35 LLC; Cabot East Broward 1 LLC
20                     Citadel Crossing Associates
21                     331 North Maple Drive Plaza LLC
22                     MCW-RC GA-Buckhead Crossing, LLC
23                     Rancho BP, LLC
24                     Willspring Holdings LLC
25                     Mohawk Associates, LLC
26                     Dryland Gannett 3, LLC
27                     Weingarten Miller Glenwood, LLC
28                     Blackhawk Santan North LLC, Oak Park Santan North LLC and Santan
                       North Investors LLC
29                     Two Towne Square, LLC
30                     PASSCO Towns of Riverside S, LP and PASSCO Towns of Riverside H, LP
31                     88 Third Ave., LLC
32                     Lorden Associates, L.P.
33                     Providence Housing Partners, LLC
34                     DI2, LLC
35                     Moulton Plaza SPE, LLC; Laguna Woods, SPE
36                     RPD Fremont Hotel, LLC
37                     Passco Alanza Brook S, LP; Passco Alanza Brook H, LP
38                     Nesbitt Atlanta Venture Property LLC
39                     Rubicon Investments, LLC
39.01
39.02
40                     HCP Louisville, Inc.
40.01
40.02
40.03
41                     EPT Aliso Viejo, Inc.
42                     EPT Davie, Inc.
43                     SCI Anderson Station Fund, LLC; SCI Anderson Station Fund 1,
                       LLC; SCI Anderson Station Fund 2, LLC; SCI Anderson Station Fund
                       3, LLC; SCI Anderson Station Fund 4, LLC; SCI Anderson Station
                       Fund 5, LLC; SCI Anderson Station Fund 6, LLC; SCI Anderson
                       Station Fund 7, LLC; SCI Anderson Station Fund 9, LLC; SCI
                       Anderson Station Fund 10, LLC; SCI Anderson Station Fund 15,
                       LLC; SCI Anderson Station Fund 16, LLC; SCI Anderson Station
                       Fund 19, LLC; SCI Anderson Station Fund 11, LLC; SCI Anderson
                       Station Fund 12, LLC; SCI Anderson Station Fund 8, LLC; SCI
                       Anderson Station Fund 13, LLC; SCI Anderson Station Fund 14,
                       LLC; SCI Anderson Station Fund 17, LLC; SCI Anderson Station
                       Fund 18, LLC; SCI Anderson Station Fund 20, LLC; SCI Anderson
                       Station Fund 21, LLC; SCI Anderson Station Fund 22, LLC; SCI
                       Anderson Station Fund 23, LLC; SCI Anderson Station Fund 24,
                       LLC; SCI Anderson Station Fund 25, LLC; SCI Anderson Station
                       Fund 26, LLC; SCI Anderson Station Fund 27, LLC; SCI Anderson
                       Station Fund 28, LLC; SCI Anderson Station
44                     14360 Valerio Street Apartments LLC; Wendorff Willowcreek Investments, LLC
45                     JDI Oak Tree Holdings, LLC
46                     G & G Partners, L.P.
47                     New Oak Park LLC, Calton Oak Park LLC, Ellington Oak Park LLC,
                       Sunrise Center, LLC, New Alma Elliot Investors, LLC, Khan-Alma
                       Elliot, LLC
48                     MAC I-95, LLC
49                     CHDA Title LLC
50                     Tree Studios, LLC and Medinah Holdings, LLC
51                     PSS National Boulevard, LLC
52                     61 East Padonia, LLC
53                     SPI P Hill Associates, LP
54                     Suites L.P.
55                     Willcon Holdings LLC
56                     McCuen American River Drive Investors LP
57                     REVA Fairfax, LLC
58                     Andersen Investors LLC
59                     Coldwater Portfolio Partners II, LLC
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                     Sunway Nevada LLC
61                     Blackhawk Santan South LLC, Oak Park Santan South LLC and Santan
                       South Investors LLC
62                     MF 2, LLC
63                     Shea & 92nd Opco LLC
64                     Brookhollow II Holdings LP
65                     Camelback & 44th Opco LLC
66                     Weingarten/Miller/American Fork LLC
67                     Nashville Union Station Hotel, LLC
68                     Cortaro Investors LLC
69                     Los Gatos Hotel Corporation
70                     Passco Moorings S, LP; Passco Moorings H, LP
71                     Bray & Gillespie XXIV, LLC
72                     1812 Overture II, LLC; 7200 Leamington, LLC
72.01
72.02
73                     MW Golf Properties, LLC
74                     Mini U Storage North Bergen RE, LLC
75                     BPG Hotel Partners VI, LLC
76                     Campbell Suites Group, LLC
77                     Centra Point Phase II LLC; Centra Point Phase IV LLC
77.01
77.02
77.03
77.04
78                     Hoffman Village Phase I Retail Investors, LLC
79                     Medical Office Buildings of California, LLC
79.01
79.02
80                     1240 Energy Lane, LLC, Energy Park Exchange LLC and 2424 Chicago
                       Avenue, LLC
81                     Mesquite-Texas Associates Limited Partnership
82                     Plaza Towers Hotel, L.P.
83                     Summit Acquisitions, LLC
84                     The Market Place LLC
85                     Arcadia Villa, LLC
86                     Seagate Promenade Associates, LLC
87                     Foothills Apartments, LLC and Cottage Bay LLC
88                     Gemini Boynton Beach S, LLC; Gemini Ebensburg Plaza 1, LLC;
                       Gemini Ebensburg Plaza 2, LLC; Gemini Ebensburg Plaza 3, LLC;
                       Gemini Ebensburg Plaza 4, LLC; Gemini Ebensburg Plaza 5, LLC;
                       Gemini Ebensburg Plaza 6, LLC; Gemini Ebensburg Plaza 8, LLC;
                       Gemini Ebensburg Plaza 9, LLC; Gemini Ebensburg Plaza 10, LLC;
                       Gemini Ebensburg Plaza 11, LLC; Gemini Ebensburg Plaza 12, LLC;
                       Gemini Ebensburg Plaza 13, LLC; Gemini Ebensburg Plaza 7, LLC;
                       Gemini Ebensburg Plaza 15, LLC; Gemini Ebensburg Plaza 14, LLC;
                       Gemini Ebensburg Plaza 17, LLC; Gemini Ebensburg Plaza 16, LLC;
                       Gemini Ebensburg Plaza 18, LLC; Gemini Ebensburg Plaza 19, LLC
89                     Charleston Hotel Owners LLC
90                     New Center Parking Decks Ventures, L.L.C.
91                     Maedot, LLC
92                     G&R Snyder Ltd., LLP
93                     NEA Galtier, LLC
94                     MCW-RC III Hilltop Village, LLC
95                     CHC Properties 44, LLC
96                     Biltmore 87 Court Plaza, LLC
97                     North 101 (II), LLC
98                     Lyle Cinemas, LLC
99                     Meritage-Southborough Holdings LLC
100                    The Schreiber Co. - Hopewell Shopping Center
101                    PMP Properties, L.L.C.
102                    Colony at Piper Glen, LLC
103                    Heritage Place Associates, LLC
104                    MIP Somerset, L.L.C.
105                    Candler Hiram, LLC
106                    Commerce Township Associates LLC
107                    Fairway-Southlake, LLC
108                    201 Providence, LLC
109                    Victory Eastern, LLC and Kaufman Eastern B, LLC
110                    GT Company Limited Partnership
111                    Sealy 425 Ashley Ridge, L.L.C.
112                    Edgewood Old Pasadena, LLC
113                    KF Keswick, LLC
114                    Dutt Hospitality Group, Inc.
115                    7Quebec, LLC
116                    JDL Texas Ventures, Ltd.
117                    TKC LXX, LLC
118                    Fair Hope, LLC
119                    555 Day Hill, LLC
120                    Timber Albert Lea Properties, L.P.
121                    RAP Beach Park, LLC
122                    Shops at Boca II, LLC
123                    Sena Realty, LLC
124                    Bailey-Field Investment Co., LLC
125                    Weston Professional & Medical Executive Offices, Inc.
126                    South Wayne Center Parcels 1234, LLC
127                    Rhett at Remount Investors, LLC
128                    Second Holding LLC
129                    Rancho SP, LLC and Joan S. Weiss, as Trustee of the Joan S.
                       Weiss Separate Property Trust UDT 9/7/00
130                    Boyce Trust Properties 2350, LLC, Boyce Trust Properties 3649,
                       LLC and Boyce Trust Properties 3650, LLC
131                    ZP No. 163, L.P.
132                    TK Bradenton, LLC
133                    Ayers-Blackfoot, LLC; FARB-Blackfoot, LLC
134                    Kingsbury Park Retail, LLC

<CAPTION>
GCCFC 06-GG7 Loan ID   Property Name                                General Property Type
--------------------   ------------------------------------------   ---------------------
<S>                    <C>                                          <C>
1                      Investcorp Retail Portfolio




1.01                   Westgate Marketplace                         Retail
1.02                   Market At First Colony                       Retail
1.03                   Village At Blanco                            Retail
1.04                   Copperfield Crossing                         Retail
1.05                   Mason Park                                   Retail
1.06                   Bandera Festival                             Retail
1.07                   Grogan's Mill                                Retail
1.08                   Creekside Plaza Shopping Center              Retail
1.09                   Southlake Village                            Retail
1.10                   Townsend Square                              Retail
1.11                   Highland Square                              Retail
1.12                   Forestwood                                   Retail
1.13                   Steeplechase                                 Retail
1.14                   Spring Shadows                               Retail
1.15                   Mission Bend                                 Retail
1.16                   Sterling Plaza                               Retail
1.17                   Parkwood                                     Retail
1.18                   Village By The Park                          Retail
1.19                   Barker Cypress                               Retail
1.20                   Benchmark Crossing                           Retail
1.21                   DeSoto Shopping Center                       Retail
1.22                   Beechcrest                                   Retail
1.23                   Richwood                                     Retail
1.24                   Colony Plaza                                 Retail
1.25                   Melbourne Plaza                              Retail
1.26                   Minyard's                                    Retail
1.27                   Green Oaks                                   Retail
1.28                   Kroger's Bissonnet                           Retail
1.29                   Wurzbach                                     Retail
2                      One New York Plaza                           Office
3                      JP Morgan International Plaza I & II         Office

4                      55 Corporate Drive                           Office

5                      350 Madison Avenue                           Office
6                      Portals I                                    Office
7                      Pacific Center                               Office
8                      Montehiedra Town Center                      Retail
9                      The Strip                                    Retail
10                     Johnson Medical Office Portfolio





10.01                  Sacred Heart MOB                             Office
10.02                  Shelby Physicians Center                     Office
10.03                  Cullman MOB I                                Office
10.04                  Physicians Medical Plaza                     Office
10.05                  Cullman MOB II                               Office
10.06                  Wesley Medical Plaza                         Office
10.07                  Emerald Coast Physicians Plaza               Office
10.08                  Coosa Valley Medical Plaza                   Office
10.09                  Kingsport Medical Office Plaza               Office
10.10                  Carolina Medical Plaza                       Office
10.11                  The Women's Pavilion                         Office
10.12                  Coastal Carolina Medical Plaza               Office
10.13                  Family Medicine South                        Office
11                     West Oaks Mall                               Retail
12                     The Hilton Minneapolis                       Hospitality
13                     The Mall at Turtle Creek                     Retail
14                     JQH Hotel Portfolio B2
14.01                  Dallas Embassy Suites                        Hospitality
14.02                  Sacramento Holiday Inn                       Hospitality
14.03                  Charlotte Renaissance                        Hospitality
14.04                  Montgomery Embassy Suites                    Hospitality
14.05                  Columbia Embassy Suites                      Hospitality
14.06                  Jefferson City Capitol Plaza                 Hospitality
14.07                  Coral Springs Marriott                       Hospitality
14.08                  Cedar Rapids Marriott                        Hospitality
15                     Nemours Building                             Office
16                     John Marshall II                             Office
17                     Mount Kemble Corporate Center                Office
18                     The Hotel on Rivington                       Hospitality
19                     Corporate Center                             Office














20                     Citadel Crossing                             Retail
21                     331 North Maple Drive                        Office
22                     Buckhead Crossing                            Retail
23                     Bass Pro Shops                               Retail
24                     131 Spring Street                            Retail
25                     Mohawk Hills Apartments                      Multifamily
26                     3 Gannett Drive                              Office
27                     Glenwood Meadows                             Retail
28                     Santan Gateway                               Retail

29                     Two Towne Square                             Office
30                     Towns of Riverside                           Multifamily
31                     88 Third Avenue                              Office
32                     Lorden Plaza                                 Retail
33                     Providence at Old Meridian                   Multifamily
34                     Holiday Inn, Fishermans Wharf                Hospitality
35                     Moulton Plaza                                Retail
36                     Fremont Marriott                             Hospitality
37                     Alanza Brook Apartments                      Multifamily
38                     Residence Inn Midtown Atlanta                Hospitality
39                     1544 Old Alabama Road and 900 Holcomb Road
39.01                  1544 Old Alabama Road                        Office
39.02                  900 Holcomb Road                             Office
40                     Louisville Medical Office Portfolio
40.01                  Gray Street Medical Office Plaza             Office
40.02                  Audubon Medical Plaza West                   Office
40.03                  Audubon Medical Plaza East                   Office
41                     Aliso Viejo 20                               Retail
42                     Paradise 24                                  Retail
43                     Anderson Station                             Retail
















44                     Tequa Festival Marketplace                   Retail
45                     6200 Oak Tree Boulevard                      Office
46                     Grant & Geary Center                         Office
47                     Oak Park Shopping Center                     Retail


48                     107 Tom Starling Road                        Industrial
49                     Residence Inn by Marriott- Princeton, NJ     Hospitality
50                     Medinah Temple                               Office
51                     Price Self Storage - National                Self-Storage
52                     Padonia Shopping Center                      Retail
53                     Pleasant Hill                                Retail
54                     Homewood Suites - Del Mar                    Hospitality
55                     289 Greenwich Avenue                         Office
56                     American River Office                        Office
57                     Fairfax Office Building                      Office
58                     Andersen Fiesta                              Retail
59                     Silver Creek Portfolio II
59.01                  1005 East Spruce Street                      Retail
59.02                  912 U.S. Highway 12                          Retail
59.03                  2002 South Pleasant Street                   Retail
59.04                  2405 West 7th Street                         Retail
59.05                  3907 Beinville Road                          Retail
59.06                  2200 North Wayne Street                      Retail
59.07                  2050 Walton Drive                            Retail
59.08                  771 Lost Creek Boulevard                     Retail
59.09                  5441 South 24th Street                       Retail
60                     Hilton Garden Inn - Las Vegas                Hospitality
61                     Chandler Santan South                        Retail

62                     Mayfaire Community Center (Harris Teeter)    Retail
63                     Mercado del Rancho                           Retail
64                     Brookhollow Two                              Office
65                     Camelback Village Center                     Retail
66                     Alpine Valley Center                         Retail
67                     Wyndham Union Station Hotel                  Hospitality
68                     Cortaro Plaza                                Retail
69                     Hotel Los Gatos                              Hospitality
70                     The Moorings                                 Multifamily
71                     Palm Plaza                                   Hospitality
72                     Chicago Industrial Portfolio
72.01                  1812 West Hubbard                            Office
72.02                  7200 Leamington                              Industrial
73                     Shops at World Golf Village                  Retail
74                     Lackland Self Storage                        Self-Storage
75                     Comfort Suites Manassas                      Hospitality
76                     Townplace Suites by Marriott, Campbell       Hospitality
77                     Centra Point Portfolio
77.01                  Centra Point Building 2                      Office
77.02                  Centra Point Building 8                      Office
77.03                  Centra Point Building 4                      Office
77.04                  Centra Point Building 3                      Office
78                     Hoffman Village Shopping Center              Retail
79                     Alexian Brothers Medical Office Portfolio
79.01                  Alexian Brothers II MOB                      Office
79.02                  Alexian Brothers I MOB                       Office
80                     Energy Park Corporate Center                 Office

81                     Mesquite Village                             Multifamily
82                     Plaza Towers                                 Hospitality
83                     Water Tower Place                            Industrial
84                     The Marketplace                              Retail
85                     Arcadia Villa Apartments                     Multifamily
86                     Promenade Building                           Office
87                     Lancaster Plaza                              Retail
88                     Ebensburg Plaza                              Retail









89                     Best Western - Charleston                    Hospitality
90                     New Center Parking Decks                     Other
91                     Balmoral Centre                              Office
92                     Snyder Warehouse                             Industrial
93                     Galtier Plaza                                Office
94                     Hilltop Village                              Retail
95                     LA Fitness, Beaverton                        Retail
96                     Biltmore Shopping Plaza                      Retail
97                     North 101 Business Park                      Office
98                     Manchester Theater                           Retail
99                     Southboro Executive Place                    Office
100                    Hopewell Shopping Center                     Retail
101                    Meadows Apartments                           Multifamily
102                    Colony at Piper Glen I & II                  Office
103                    Heritage Place                               Office
104                    Somerset Apartments                          Multifamily
105                    Hiram Square                                 Retail
106                    Commerce Center                              Retail
107                    Southlake Village Retail Center              Retail
108                    201 Providence Road                          Office
109                    Eastern HIlls Center                         Retail
110                    Grove Towers                                 Office
111                    425 Ashley Ridge Boulevard                   Office
112                    85 East Colorado Boulevard                   Retail
113                    Keswick Apartments                           Multifamily
114                    Hampton Inn - Palm Desert                    Hospitality
115                    Six Quebec                                   Office
116                    Hill Country Crossing                        Office
117                    Martin Crossing                              Retail
118                    Fair Hope                                    Retail
119                    Day Hill Village Shoppes                     Retail
120                    Supercenter Exchange                         Retail
121                    Beach Park Walgreens                         Retail
122                    Mercedes Plaza                               Retail
123                    4790 Sugarloaf Parkway                       Office
124                    Augusta Business Center                      Retail
125                    Lakeside Office Building                     Office
126                    South Wayne Center                           Industrial
127                    Rhett at Remount                             Retail
128                    Milestone South Retail Center                Retail
129                    Central Texas Marketplace                    Retail

130                    Westlake Office Center                       Office

131                    Trenton Shopping Center                      Retail
132                    Tire Kingdom                                 Retail
133                    Parkway Village                              Retail
134                    460 West Ontario Street                      Retail

<CAPTION>
GCCFC 06-GG7 Loan ID   Detailed Property Type             Size        Units
--------------------   --------------------------------   ---------   ----------
<S>                    <C>                                <C>         <C>
1                                                         2,798,308   sf




1.01                   Anchored                             300,707   sf
1.02                   Anchored                             107,301   sf
1.03                   Anchored                             108,325   sf
1.04                   Anchored                             133,985   sf
1.05                   Anchored                             160,047   sf
1.06                   Anchored                             195,438   sf
1.07                   Anchored                             118,517   sf
1.08                   Anchored                             103,464   sf
1.09                   Anchored                             118,092   sf
1.10                   Anchored                             144,234   sf
1.11                   Unanchored                            64,171   sf
1.12                   Anchored                              88,760   sf
1.13                   Anchored                             105,152   sf
1.14                   Anchored                             106,995   sf
1.15                   Anchored                             131,575   sf
1.16                   Anchored                              65,765   sf
1.17                   Anchored                              81,590   sf
1.18                   Anchored                              44,523   sf
1.19                   Anchored                              66,945   sf
1.20                   Anchored                              58,384   sf
1.21                   Anchored                              69,090   sf
1.22                   Anchored                              90,647   sf
1.23                   Anchored                              54,871   sf
1.24                   Unanchored                            26,513   sf
1.25                   Unanchored                            47,517   sf
1.26                   Anchored                              65,295   sf
1.27                   Shadow Anchored                       65,092   sf
1.28                   Shadow Anchored                       15,542   sf
1.29                   Anchored                              59,771   sf
2                      General Urban                      2,416,887   sf
3                      General Urban                        756,851   sf

4                      General Urban                        669,704   sf

5                      General Urban                        383,927   sf
6                      General Urban                        475,975   sf
7                      General Suburban                     438,960   sf
8                      Regional Mall                        540,490   sf
9                      Anchored                             782,611   sf
10                                                          787,586   sf





10.01                  Medical                              163,813   sf
10.02                  Medical                               73,226   sf
10.03                  Medical                               80,478   sf
10.04                  Medical                               71,704   sf
10.05                  Medical                               71,280   sf
10.06                  Medical                               41,884   sf
10.07                  Medical                               55,602   sf
10.08                  Medical                               42,774   sf
10.09                  Medical                               56,648   sf
10.10                  Medical                               40,466   sf
10.11                  Medical                               47,596   sf
10.12                  Medical                               27,565   sf
10.13                  Medical                               14,550   sf
11                     Regional Mall                        506,497   sf
12                     Full Service                             821   Rooms
13                     Regional Mall                        313,924   sf
14                                                            2,108   Rooms
14.01                  Full Service                             328   Rooms
14.02                  Full Service                             361   Rooms
14.03                  Full Service                             274   Rooms
14.04                  Full Service                             236   Rooms
14.05                  Full Service                             213   Rooms
14.06                  Full Service                             254   Rooms
14.07                  Full Service                             223   Rooms
14.08                  Full Service                             219   Rooms
15                     General Suburban                     541,971   sf
16                     General Suburban                     222,989   sf
17                     General Suburban                     227,860   sf
18                     Full Service                             110   Rooms
19                     General Urban                        342,686   sf














20                     Anchored                             492,052   sf
21                     General Urban                         82,576   sf
22                     Anchored                             221,874   sf
23                     Power Center / Big Box               185,000   sf
24                     Anchored                              65,500   sf
25                     Garden                                   564   Units
26                     General Suburban                     161,166   sf
27                     Anchored                             141,174   sf
28                     Power Center / Big Box               123,149   sf

29                     General Suburban                     182,031   sf
30                     Conventional                             436   Units
31                     General Urban                         97,020   sf
32                     Anchored                             148,803   sf
33                     Conventional                             330   Units
34                     Limited Service                          252   Rooms
35                     Anchored                             133,584   sf
36                     Full Service                             357   Rooms
37                     Conventional                             336   Units
38                     Limited Service                          160   Rooms
39                                                           90,000   sf
39.01                  General Suburban                      70,000   sf
39.02                  General Suburban                      20,000   sf
40                                                          299,568   sf
40.01                  Medical                              124,278   sf
40.02                  Medical                               86,704   sf
40.03                  Medical                               88,586   sf
41                     Anchored                              98,557   sf
42                     Anchored                              96,497   sf
43                     Anchored                             243,663   sf
















44                     Shadow Anchored                       54,193   sf
45                     General Suburban                     234,105   sf
46                     General Urban                        121,146   sf
47                     Anchored                              74,328   sf


48                     Warehouse                            925,980   sf
49                     Extended Stay                            120   Rooms
50                     General Urban                         55,356   sf
51                     Self-Storage                         125,497   sf
52                     Anchored                             116,205   sf
53                     Anchored                              69,786   sf
54                     Limited Service                          120   Rooms
55                     General Suburban                      32,717   sf
56                     General Suburban                     129,935   sf
57                     Medical                              148,812   sf
58                     Anchored                             117,449   sf
59                                                          127,752   sf
59.01                  Shadow Anchored                       23,892   sf
59.02                  Shadow Anchored                       18,452   sf
59.03                  Shadow Anchored                       14,035   sf
59.04                  Shadow Anchored                       13,649   sf
59.05                  Shadow Anchored                       12,916   sf
59.06                  Shadow Anchored                       10,063   sf
59.07                  Shadow Anchored                       11,827   sf
59.08                  Shadow Anchored                       10,846   sf
59.09                  Shadow Anchored                       12,072   sf
60                     Limited Service                          128   Rooms
61                     Anchored                              57,037   sf

62                     Anchored                              70,961   sf
63                     Anchored                              89,506   sf
64                     General Suburban                     145,298   sf
65                     Anchored                              77,044   sf
66                     Shadow Anchored                       91,156   sf
67                     Full Service                             125   Rooms
68                     Anchored                             102,681   sf
69                     Full Service                              72   Rooms
70                     Garden                                   201   Units
71                     Limited Service                          129   Rooms
72                                                          426,332   sf
72.01                  General Urban                        115,580   sf
72.02                  Industrial / Warehouse w/ Office     310,752   sf
73                     Anchored                              79,991   sf
74                     Self-Storage                         114,195   sf
75                     Limited Service                          138   Rooms
76                     Limited Service                           95   Rooms
77                                                          199,903   sf
77.01                  General Suburban                      56,339   sf
77.02                  General Suburban                      50,000   sf
77.03                  General Suburban                      46,782   sf
77.04                  General Suburban                      46,782   sf
78                     Anchored                              72,344   sf
79                                                           79,699   sf
79.01                  Medical                               49,628   sf
79.02                  Medical                               30,071   sf
80                     General Urban                        100,364   sf

81                     Garden                                   264   Units
82                     Full Service                             214   Rooms
83                     Industrial / Warehouse w/ Office     113,000   sf
84                     Anchored                             162,723   sf
85                     Garden                                   169   Units
86                     General Urban                         42,665   sf
87                     Anchored                              53,821   sf
88                     Anchored                             124,632   sf









89                     Full Service                             153   Rooms
90                     Parking Garage                         1,859   Parking Sp
91                     General Suburban                      46,001   sf
92                     Warehouse                             75,225   sf
93                     General Urban                        217,158   sf
94                     Anchored                              34,032   sf
95                     Power Center / Big Box                41,000   sf
96                     Unanchored                            53,305   sf
97                     General Suburban                     119,630   sf
98                     Single Tenant                         47,541   sf
99                     General Suburban                      70,762   sf
100                    Anchored                             146,761   sf
101                    Garden                                   129   Units
102                    General Suburban                      45,483   sf
103                    General Suburban                      95,280   sf
104                    Garden                                   192   Units
105                    Shadow Anchored                       27,740   sf
106                    Shadow Anchored                       19,988   sf
107                    Shadow Anchored                       56,796   sf
108                    General Suburban                      26,077   sf
109                    Unanchored                            17,535   sf
110                    General Urban                        115,144   sf
111                    General Suburban                      46,404   sf
112                    Unanchored                            19,195   sf
113                    Garden                                   180   Units
114                    Limited Service                           88   Rooms
115                    General Urban                         20,961   sf
116                    General Suburban                      29,636   sf
117                    Shadow Anchored                       23,960   sf
118                    Unanchored                            23,841   sf
119                    Unanchored                            34,404   sf
120                    Shadow Anchored                       31,910   sf
121                    Anchored                              14,560   sf
122                    Shadow Anchored                       26,101   sf
123                    General Suburban                      17,562   sf
124                    Unanchored                            73,252   sf
125                    Medical                               37,778   sf
126                    Warehouse                             59,200   sf
127                    Anchored                              42,628   sf
128                    Shadow Anchored                       11,033   sf
129                    Anchored                              11,800   sf

130                    General Suburban                      29,259   sf

131                    Anchored                              33,200   sf
132                    Single Tenant                          6,485   sf
133                    Unanchored                             8,200   sf
134                    Unanchored                             5,410   sf

<CAPTION>
GCCFC 06-GG7 Loan ID   Address
--------------------   ------------------------------------------------------------------------------
<S>                    <C>
1




1.01                   1122-1550 Fry Road
1.02                   2309-2331 Williams Trace Boulevard & 3307-3699 Highway 6 South
1.03                   1130 and 1150 West Loop 1604 North
1.04                   15540 FM 529
1.05                   501-613 South Mason Road
1.06                   8315, 8407, 8425 Bandera Road & 7711, 7723 Guilbeau Road
1.07                   536 Sawdust Road
1.08                   2344-2400 Southeast Green Oaks Boulevard
1.09                   2100-2140 East Southlake Boulevard
1.10                   900-901 North Polk Street
1.11                   3111-3229 Highway 6 South
1.12                   15802-15882 Champion Forest Drive
1.13                   9503 Jones Road
1.14                   10243-10251 Kempwood Drive & 2745-2765 Gessner Road
1.15                   6804-7020 Highway 6 South
1.16                   2904 North Beltline Road
1.17                   2000 Custer Road
1.18                   4115 South Cooper Street
1.19                   17817 FM 529 Road
1.20                   5757 Hollister Street
1.21                   100-210 East Pleasant Run Road
1.22                   10828 Beechnut Street
1.23                   2105 Buckingham Road
1.24                   4811 Highway 6
1.25                   900-980 Melbourne Road
1.26                   11445 Garland Road
1.27                   4001 West Green Oaks Boulevard
1.28                   11850 Bissonnet Street
1.29                   10103, 10131 & 10141 Wurzbach Road
2                      One Water Street
3                      14201 & 14221 Dallas North Tollway

4                      55 Corporate Drive

5                      350 Madison Avenue
6                      1250-1280 Maryland Avenue Southwest
7                      1455 Frazee Road and 1615 Murray Canyon Road
8                      9410 Avenue Los Romeros
9                      6619 Strip Avenue Northwest
10





10.01                  5153 North 9th Avenue
10.02                  1010 First Street North
10.03                  1948 Alabama Highway 157
10.04                  550 Redstone Avenue West
10.05                  1948 Alabama Highway 157
10.06                  39 Franklin Road
10.07                  7720 US Highway 98
10.08                  315 Hickory Street
10.09                  111 West Stone Drive
10.10                  3010 Farrow Road
10.11                  910 Adams Street
10.12                  1010 Medical Center Drive
10.13                  3143 Pelham Parkway
11                     1000 West Oaks Mall
12                     1001 Marquette Avenue
13                     Highland Drive and Stadium Boulevard
14
14.01                  2401 Bass Pro Drive
14.02                  300 J Street
14.03                  2800 Coliseum Centre Drive
14.04                  300 Tallapoosa Street
14.05                  200 Stonebridge Drive
14.06                  415 West McCarty Street
14.07                  11775 Heron Bay Boulevard
14.08                  1200 Collins Road
15                     1007 North Orange Street
16                     8283B Greensboro Drive
17                     350-360 Mount Kemble Avenue
18                     107 Rivington Street
19                     110 East Broward Boulevard














20                     501-975 Academy Boulevard
21                     331 North Maple Drive
22                     2625 Piedmont Road
23                     7800 Victoria Gardens Lane
24                     131 Spring Street
25                     945 Mohawk Hills Drive
26                     3 Gannett Drive
27                     10-45 Market Street, 100-400 West Meadows Drive and 105-405 East Meadows Drive
28                     1005-1445 South Arizona Avenue

29                     2 Towne Square
30                     2803 Riverside Parkway
31                     88 Third Avenue
32                     586 Nashua Street
33                     300 Providence Boulevard
34                     550 North Point Street
35                     23641 Moulton Parkway
36                     46100 Landing Parkway
37                     3030 Dunvale Road
38                     1365 Peachtree Street
39
39.01                  1544 Old Alabama Road
39.02                  900 Holcomb Road
40
40.01                  210 East Gray Street
40.02                  2355 Poplar Level Road
40.03                  3 Audubon Plaza Drive
41                     26701 Aliso Creek Road
42                     15601 Sheridan Street
43                     100-174 Station Drive
















44                     7000 Highway 179
45                     6200 Oak Tree Boulevard
46                     77 Geary Street
47                     604 - 688 Lindero Canyon Road


48                     107 Tom Starling Road
49                     3563 US Route 1 South
50                     600 North Wabash
51                     10151 National Boulevard
52                     Padonia Road and York Road
53                     3250 Buskirk Avenue
54                     11025 Vista Sorrento Parkway
55                     289 Greenwich Avenue
56                     3638, 3638 and 3640 American River Drive
57                     10710 Midlothian Turnpike
58                     1840-1940 West Chandler Boulevard
59
59.01                  1005 East Spruce Street
59.02                  912 U.S. Highway 12
59.03                  2002 South Pleasant Street
59.04                  2405 West 7th Street
59.05                  3907 Beinville Road
59.06                  2200 North Wayne Street
59.07                  2050 Walton Drive
59.08                  771 Lost Creek Boulevard
59.09                  5441 South 24th Street
60                     7830 South Las Vegas Boulevard
61                     1445 South Arizona Avenue

62                     1120-1138 Military Cutoff
63                     9301 East Shea Boulevard
64                     2221 East Lamar Boulevard
65                     4410-4430 East Camelback Road & 5013-5111 44th Street
66                     604, 632, 656 & 678 West Main Street
67                     1001 Broadway
68                     8300-8360 North Thornydale Road & 3605 Cortaro Farms Road
69                     210 East Main Street
70                     601 Enterprise
71                     3301 & 3309 South Atlantic Avenue
72
72.01                  1812 West Hubbard
72.02                  7200 Leamington
73                     275-455 South Legacy Trail
74                     2425 Tonnelle Avenue
75                     7350 Williamson Boulevard
76                     700 East Campbell Avenue
77
77.01                  8337 West Sunset Road
77.02                  8301 West Sunset Road
77.03                  8311 West Sunset Road
77.04                  8329 West Sunset Road
78                     Hoffman Road & Gaston Day School Road
79
79.01                  227 North Jackson Avenue
79.02                  175 North Jackson Avenue
80                     1260 Energy Lane

81                     2605 Franklin Road
82                     11 Monroe Avenue NW
83                     6901 East Fish Lake Road
84                     981 US Highway 280
85                     3915 East Camelback Road
86                     1936 University Avenue
87                     1006, 1022, 1030 & 1060 East Avenue J
88                     881 Hills Plaza Drive









89                     250 Spring Street
90                     116 Lothrop Avenue and 6540 Cass Avenue
91                     32121 Woodward Avenue
92                     1711-1755 North Powerline Road
93                     380 Jackson Street
94                     13632, 13700 & 13762 Colorado Boulevard & 4243 East 136th Avenue
95                     2800 SW Hocken Avenue
96                     11300 NW 87th Court
97                     14110 Northdale Boulevard
98                     1935 Cinema Drive
99                     352 Turnpike Street
100                    2282-2300 Brodhead Road
101                    1291 Walter Webb Drive
102                    7810 Ballantyne Commons Parkway
103                    1515 Fifth Avenue
104                    2029 North Woodlawn Boulevard
105                    5157 Jimmy Lee Smith Parkway
106                    1717-1761 Haggerty Highway
107                    4524 Southlake Parkway
108                    201 Providence Road
109                    10895 S. Eastern Avenue
110                    1001, 1100 & 1110 Navaho Drive
111                    425 Ashley Ridge Boulevard
112                    85 East Colorado Boulevard
113                    1510 Bridle Circle
114                    74-900 Gerald Ford Drive
115                    601 Marquette Avenue
116                    12274 Bandera Road
117                    109 Williamson Road
118                    800-802 Fair Oaks & 1605 Hope Street
119                    555 Day Hill Road
120                    2308-2352 Hendrickson Road
121                    39023 Green Bay Road
122                    4835 Kingston Pike
123                    4790 Sugarloaf Parkway
124                    111 Shartom Drive
125                    6867 Southpointe Drive North
126                    38500-38680 Michigan Avenue and 3760-3769 Commerce Court
127                    1213 Remount Road
128                    4535 & 4773 Milestone Lane
129                    2316 West Loop 340

130                    805 Beachway Drive

131                    4651 - 4665 Highway 136 West
132                    7390 52nd Place East
133                    1233, 1235 and 1237 Parkway Drive
134                    460 West Ontario Street (a.k.a. 645 North Kingsbury Street)

<CAPTION>
GCCFC 06-GG7 Loan ID   City                   County                 State                  Zip Code   Original Balance
--------------------   --------------------   --------------------   --------------------   --------   ----------------
<S>                    <C>                    <C>                    <C>                    <C>        <C>
1                                                                                                       $248,400,000.00




1.01                   Houston                Harris                 Texas                     77084
1.02                   Sugar Land             Fort Bend              Texas                     77478
1.03                   San Antonio            Bexar                  Texas                     78248
1.04                   Houston                Harris                 Texas                     77095
1.05                   Katy                   Harris                 Texas                     77450
1.06                   San Antonio            Bexar                  Texas                     78250
1.07                   Spring                 Montgomery             Texas                     77380
1.08                   Arlington              Tarrant                Texas                     76018
1.09                   Southlake              Tarrant                Texas                     76092
1.10                   DeSoto                 Dallas                 Texas                     75115
1.11                   Sugar Land             Fort Bend              Texas                     77478
1.12                   Spring                 Harris                 Texas                     77379
1.13                   Houston                Harris                 Texas                     77065
1.14                   Houston                Harris                 Texas                     77080
1.15                   Houston                Harris                 Texas                     77083
1.16                   Irving                 Dallas                 Texas                     75062
1.17                   Plano                  Collin                 Texas                     75075
1.18                   Arlington              Tarrant                Texas                     76015
1.19                   Houston                Harris                 Texas                     77095
1.20                   Houston                Harris                 Texas                     77040
1.21                   DeSoto                 Dallas                 Texas                     75115
1.22                   Houston                Harris                 Texas                     77072
1.23                   Richardson             Dallas                 Texas                     75081
1.24                   Missouri City          Fort Bend              Texas                     77459
1.25                   Hurst                  Tarrant                Texas                     76053
1.26                   Dallas                 Dallas                 Texas                     75218
1.27                   Arlington              Tarrant                Texas                     76016
1.28                   Houston                Harris                 Texas                     77099
1.29                   San Antonio            Bexar                  Texas                     78230
2                      New York               New York               New York                  10038    $200,000,000.00
3                      Farmers Branch         Dallas                 Texas                     75254    $194,250,000.00

4                      Bridgewater            Somerset               New Jersey                08807    $190,000,000.00

5                      New York               New York               New York                  10017    $180,000,000.00
6                      Washington             District of Columbia   District Of Columbia      20024    $155,000,000.00
7                      San Diego              San Diego              California                92108    $121,200,000.00
8                      San Juan               San Juan               Puerto Rico               00926    $120,000,000.00
9                      North Canton           Stark                  Ohio                      44720     $92,600,000.00
10                                                                                                       $91,730,000.00





10.01                  Pensacola              Escambia               Florida                   32504
10.02                  Alabaster              Shelby                 Alabama                   35007
10.03                  Cullman                Cullman                Alabama                   35058
10.04                  Crestview              Okaloosa               Florida                   32536
10.05                  Cullman                Cullman                Alabama                   35058
10.06                  Hattiesburg            Forrest                Mississippi               39402
10.07                  Destin                 Walton                 Florida                   32550
10.08                  Sylacauga              Talladega              Alabama                   35150
10.09                  Kingsport              Sullivan               Tennessee                 37660
10.10                  Columbia               Richland               South Carolina            29203
10.11                  Huntsville             Madison                Alabama                   35801
10.12                  Hardeeville            Jasper                 South Carolina            29927
10.13                  Pelham                 Shelby                 Alabama                   35124
11                     Houston                Harris                 Texas                     77082     $86,000,000.00
12                     Minneapolis            Hennepin               Minnesota                 55403     $83,000,000.00
13                     Jonesboro              Craighead              Arkansas                  72401     $80,750,000.00
14                                                                                                       $76,000,000.00
14.01                  Grapevine              Tarrant                Texas                     76051
14.02                  Sacramento             Sacramento             California                95814
14.03                  Charlotte              Mecklenburg            North Carolina            28217
14.04                  Montgomery             Montgomery             Alabama                   36104
14.05                  Columbia               Richland               South Carolina            29210
14.06                  Jefferson City         Cole                   Missouri                  65101
14.07                  Coral Springs          Broward                Florida                   33076
14.08                  Cedar Rapids           Linn                   Iowa                      52402
15                     Wilmington             New Castle             Delaware                  19801     $58,600,000.00
16                     Mclean                 Fairfax                Virginia                  22102     $54,300,000.00
17                     Morristown             Morris                 New Jersey                07960     $44,500,000.00
18                     New York               New York               New York                  10002     $40,250,000.00
19                     Fort Lauderdale        Broward                Florida                   33301     $40,000,000.00














20                     Colorado Springs       El Paso                Colorado                  80909     $36,000,000.00
21                     Beverly Hills          Los Angeles            California                90210     $34,000,000.00
22                     Atlanta                Fulton                 Georgia                   30324     $33,215,000.00
23                     Rancho Cucamonga       San Bernardino         California                91730     $32,000,000.00
24                     New York               New York               New York                  10012     $30,000,000.00
25                     Carmel                 Hamilton               Indiana                   46032     $29,500,000.00
26                     Harrison               Westchester            New York                  10604     $28,800,000.00
27                     Glenwood Springs       Garfield               Colorado                  81601     $28,500,000.00
28                     Chandler               Maricopa               Arizona                   85248     $28,060,000.00

29                     Southfield             Oakland                Michigan                  48076     $28,000,000.00
30                     Grand Prairie          Tarrant                Texas                     75050     $27,900,000.00
31                     Brooklyn               Kings                  New York                  11217     $27,000,000.00
32                     Milford                Hillsborough           New Hampshire             03055     $26,000,000.00
33                     Carmel                 Hamilton               Indiana                   46032     $25,500,000.00
34                     San Francisco          San Francisco          California                94133     $25,000,000.00
35                     Laguna Hills           Orange                 California                92653     $24,300,000.00
36                     Fremont                Alameda                California                94538     $24,000,000.00
37                     Houston                Harris                 Texas                     77063     $23,000,000.00
38                     Atlanta                Fulton                 Georgia                   30309     $23,000,000.00
39                                                                                                       $22,500,000.00
39.01                  Roswell                Fulton                 Georgia                   30076
39.02                  Roswell                Fulton                 Georgia                   30075
40                                                                                                       $22,100,000.00
40.01                  Louisville             Jefferson              Kentucky                  40202
40.02                  Louisville             Jefferson              Kentucky                  40217
40.03                  Louisville             Jefferson              Kentucky                  40217
41                     Aliso Viejo            Orange                 California                92656     $22,000,000.00
42                     Davie                  Broward                Florida                   33331     $22,000,000.00
43                     Anderson               Anderson               South Carolina            29621     $21,565,000.00
















44                     Sedona                 Yavapai                Arizona                   86351     $20,300,000.00
45                     Independence           Cuyahoga               Ohio                      44131     $20,200,000.00
46                     San Francisco          San Francisco          California                94108     $20,000,000.00
47                     Oak Park               Ventura                California                91377     $19,500,000.00


48                     Fayetteville           Cumberland             North Carolina            28306     $19,300,000.00
49                     Princeton              Mercer                 New Jersey                08540     $19,000,000.00
50                     Chicago                Cook                   Illinois                  60611     $19,000,000.00
51                     Los Angeles            Los Angeles            California                90034     $19,000,000.00
52                     Timonium               Baltimore              Maryland                  21093     $17,700,000.00
53                     Pleasant Hill          Contra Costa           California                94523     $17,500,000.00
54                     Del Mar                San Diego              California                92130     $17,000,000.00
55                     Greenwich              Fairfield              Connecticut               06830     $17,000,000.00
56                     Sacramento             Sacramento             California                95864     $16,450,000.00
57                     Richmond               Chesterfield           Virginia                  23235     $16,000,000.00
58                     Chandler               Maricopa               Arizona                   85224     $16,000,000.00
59                                                                                                       $15,510,000.00
59.01                  Mitchell               Davison                South Dakota              57301
59.02                  Baraboo                Sauk                   Wisconsin                 53913
59.03                  Springdale             Washington             Arkansas                  72764
59.04                  Joplin                 Jasper                 Missouri                  64801
59.05                  Ocean Spring           Jackson                Mississippi               39564
59.06                  Angola                 Steuben                Indiana                   46703
59.07                  Jackson                Cape Girardeau         Missouri                  63755
59.08                  Lima                   Allen                  Ohio                      45804
59.09                  Fort Smith             Sebastian              Arkansas                  72901
60                     Las Vegas              Clark                  Nevada                    89123     $15,000,000.00
61                     Chandler               Maricopa               Arizona                   85248     $14,340,000.00

62                     Wilmington             New Hanover            North Carolina            28405     $14,000,000.00
63                     Scottsdale             Maricopa               Arizona                   85260     $13,650,000.00
64                     Arlington              Tarrant                Texas                     76006     $13,640,000.00
65                     Phoenix                Maricopa               Arizona                   85018     $13,300,000.00
66                     American Fork          Utah                   Utah                      84003     $12,600,000.00
67                     Nashville              Davidson               Tennessee                 37203     $12,500,000.00
68                     Tucson                 Pima                   Arizona                   85741     $12,000,000.00
69                     Los Gatos              Santa Clara            California                95030     $12,000,000.00
70                     League City            Galveston              Texas                     77573     $11,900,000.00
71                     Daytona Beach Shores   Volusia                Florida                   32118     $11,700,000.00
72                                                                                                       $11,200,000.00
72.01                  Chicago                Cook                   Illinois                  60622
72.02                  Bedford Park           Cook                   Illinois                  60638
73                     St. Augustine          St. Johns              Florida                   32092     $10,800,000.00
74                     North Bergen           Hudson                 New Jersey                07047     $10,600,000.00
75                     Manassas               Manassas               Virginia                  20109     $10,500,000.00
76                     Campbell               Santa Clara            California                95008     $10,000,000.00
77                                                                                                        $9,400,000.00
77.01                  Las Vegas              Clark                  Nevada                    89113
77.02                  Las Vegas              Clark                  Nevada                    89113
77.03                  Las Vegas              Clark                  Nevada                    89113
77.04                  Las Vegas              Clark                  Nevada                    89113
78                     Gastonia               Gaston                 North Carolina            28054      $9,350,000.00
79                                                                                                        $9,200,000.00
79.01                  San Jose               Santa Clara            California                95116
79.02                  San Jose               Santa Clara            California                95116
80                     St. Paul               Ramsey                 Minnesota                 55108      $8,820,000.00

81                     Mesquite               Dallas                 Texas                     75150      $8,600,000.00
82                     Grand Rapids           Kent                   Michigan                  49503      $8,550,000.00
83                     Maple Grove            Hennepin               Minnesota                 55369      $8,600,000.00
84                     Alexander City         Tallapoosa             Alabama                   35010      $8,500,000.00
85                     Phoenix                Maricopa               Arizona                   85018      $8,340,000.00
86                     Berkeley               Alameda                California                94704      $8,000,000.00
87                     Lancaster              Los Angeles            California                93535      $8,000,000.00
88                     Ebensburg              Cambria                Pennsylvania              15931      $7,875,000.00









89                     Charleston             Charleston             South Carolina            29403      $7,800,000.00
90                     Detroit                Wayne                  Michigan                  48202      $7,687,500.00
91                     Royal Oak              Oakland                Michigan                  48073      $7,600,000.00
92                     Pompano Beach          Broward                Florida                   33069      $7,500,000.00
93                     St. Paul               Ramsey                 Minnesota                 55101      $7,500,000.00
94                     Thornton               Adams                  Colorado                  80602      $7,500,000.00
95                     Beaverton              Washington             Oregon                    97005      $7,000,000.00
96                     Hialeah Gardens        Miami-Dade             Florida                   33018      $7,000,000.00
97                     Rogers                 Hennepin               Minnesota                 55374      $6,950,000.00
98                     Rock Hill              York                   South Carolina            29730      $6,800,000.00
99                     Southborough           Worcester              Massachusetts             01772      $6,700,000.00
100                    Aliquippa              Beaver                 Pennsylvania              15001      $6,600,000.00
101                    Sevierville            Sevier                 Tennessee                 37862      $5,730,000.00
102                    Charlotte              Mecklenburg            North Carolina            28277      $5,700,000.00
103                    Moline                 Rock Island            Illinois                  61265      $5,500,000.00
104                    Wichita                Sedgwick               Kansas                    67208      $5,475,000.00
105                    Hiram                  Paulding               Georgia                   30141      $5,440,000.00
106                    Commerce               Oakland                Michigan                  48390      $5,000,000.00
107                    Hoover                 Shelby                 Alabama                   35244      $5,000,000.00
108                    Charlotte              Mecklenburg            North Carolina            28207      $4,850,000.00
109                    Henderson              Clark                  Nevada                    89052      $4,818,000.00
110                    Raleigh                Wake                   North Carolina            27609      $4,700,000.00
111                    Shreveport             Caddo                  Louisiana                 71106      $4,650,000.00
112                    Pasadena               Los Angeles            California                91105      $4,200,000.00
113                    Greenville             Pitt                   North Carolina            27834      $4,200,000.00
114                    Palm Desert            Riverside              California                92211      $4,175,000.00
115                    Minneapolis            Hennepin               Minnesota                 55402      $4,010,000.00
116                    Helotes                Bexar                  Texas                     78023      $4,000,000.00
117                    Mooresville            Iredell                North Carolina            28117      $3,800,000.00
118                    South Pasadena         Los Angeles            California                91030      $3,700,000.00
119                    Windsor                Hartford               Connecticut               06095      $3,500,000.00
120                    Albert Lea             Freeborn               Minnesota                 56007      $3,150,000.00
121                    Beach Park             Lake                   Illinois                  60087      $3,114,000.00
122                    Knoxville              Knox                   Tennessee                 37919      $3,090,000.00
123                    Lawrenceville          Gwinnett               Georgia                   30044      $3,100,000.00
124                    Augusta                Richmond               Georgia                   30907      $3,080,000.00
125                    Jacksonville           Duval                  Florida                   32216      $2,750,000.00
126                    Wayne                  Wayne                  Michigan                  48184      $2,400,000.00
127                    North Charleston       Charleston             South Carolina            29406      $2,400,000.00
128                    Castle Rock            Douglas                Colorado                  80104      $2,280,000.00
129                    Waco                   McLennan               Texas                     76711      $2,000,000.00

130                    Indianapolis           Marion                 Indiana                   46224      $2,000,000.00

131                    Trenton                Dade                   Georgia                   30752      $1,880,000.00
132                    Bradenton              Manatee                Florida                   34203      $1,350,000.00
133                    Blackfoot              Bingham                Idaho                     83221      $1,300,000.00
134                    Chicago                Cook                   Illinois                  60610      $1,300,000.00

<CAPTION>
GCCFC 06-GG7 Loan ID   Cut-off Date Balance   Allocated Cut-off Date Balance (multi-property)   Seasoning
--------------------   --------------------   -----------------------------------------------   ---------
<S>                    <C>                    <C>                                               <C>
1                           $248,400,000.00                                                             2




1.01                                                                           $32,276,644.07
1.02                                                                           $16,107,570.40
1.03                                                                           $15,538,048.56
1.04                                                                           $14,263,268.03
1.05                                                                           $12,603,236.77
1.06                                                                           $11,896,227.67
1.07                                                                           $11,681,085.59
1.08                                                                           $10,543,712.75
1.09                                                                           $10,521,116.46
1.10                                                                            $8,730,042.66
1.11                                                                            $8,545,612.43
1.12                                                                            $8,361,182.19
1.13                                                                            $8,299,678.92
1.14                                                                            $7,992,321.72
1.15                                                                            $7,316,024.47
1.16                                                                            $6,824,157.46
1.17                                                                            $6,721,519.41
1.18                                                                            $6,060,578.09
1.19                                                                            $6,041,243.95
1.20                                                                            $5,963,429.98
1.21                                                                            $5,594,649.07
1.22                                                                            $5,348,715.57
1.23                                                                            $4,918,351.83
1.24                                                                            $3,811,690.84
1.25                                                                            $3,750,267.14
1.26                                                                            $3,073,969.89
1.27                                                                            $2,889,539.65
1.28                                                                            $1,541,002.95
1.29                                                                            $1,185,111.47
2                           $200,000,000.00                                   $200,000,000.00           4
3                           $194,060,178.27                                   $194,060,178.27           3

4                           $190,000,000.00                                   $190,000,000.00           1

5                           $180,000,000.00                                   $180,000,000.00           5
6                           $155,000,000.00                                   $155,000,000.00           1
7                           $121,200,000.00                                   $121,200,000.00           2
8                           $120,000,000.00                                   $120,000,000.00           0
9                            $92,328,509.76                                    $92,328,509.76           3
10                           $91,730,000.00                                                             1





10.01                                                                          $17,280,000.00
10.02                                                                           $9,300,000.00
10.03                                                                           $9,110,000.00
10.04                                                                           $8,636,000.00
10.05                                                                           $8,632,000.00
10.06                                                                           $7,406,000.00
10.07                                                                           $6,840,000.00
10.08                                                                           $5,440,000.00
10.09                                                                           $5,242,000.00
10.10                                                                           $4,300,000.00
10.11                                                                           $4,234,000.00
10.12                                                                           $3,330,000.00
10.13                                                                           $1,980,000.00
11                           $86,000,000.00                                    $86,000,000.00           0
12                           $83,000,000.00                                    $83,000,000.00           3
13                           $80,750,000.00                                    $80,750,000.00           1
14                           $76,000,000.00                                                             9
14.01                                                                          $21,115,254.07
14.02                                                                          $13,506,558.85
14.03                                                                          $10,219,963.14
14.04                                                                           $8,846,796.08
14.05                                                                           $7,541,162.12
14.06                                                                           $5,155,003.37
14.07                                                                           $4,887,966.80
14.08                                                                           $4,727,295.55
15                           $58,600,000.00                                    $58,600,000.00           1
16                           $54,300,000.00                                    $54,300,000.00           2
17                           $44,500,000.00                                    $44,500,000.00           0
18                           $40,250,000.00                                    $40,250,000.00           3
19                           $40,000,000.00                                    $40,000,000.00           3














20                           $36,000,000.00                                    $36,000,000.00           7
21                           $34,000,000.00                                    $34,000,000.00           3
22                           $33,215,000.00                                    $33,215,000.00           2
23                           $32,000,000.00                                    $32,000,000.00           0
24                           $30,000,000.00                                    $30,000,000.00           0
25                           $29,500,000.00                                    $29,500,000.00           0
26                           $28,800,000.00                                    $28,800,000.00           3
27                           $28,500,000.00                                    $28,500,000.00           2
28                           $28,060,000.00                                    $28,060,000.00           1

29                           $28,000,000.00                                    $28,000,000.00           0
30                           $27,900,000.00                                    $27,900,000.00           5
31                           $27,000,000.00                                    $27,000,000.00           4
32                           $26,000,000.00                                    $26,000,000.00           2
33                           $25,500,000.00                                    $25,500,000.00           0
34                           $25,000,000.00                                    $25,000,000.00           6
35                           $24,300,000.00                                    $24,300,000.00           2
36                           $24,000,000.00                                    $24,000,000.00           9
37                           $23,000,000.00                                    $23,000,000.00           4
38                           $23,000,000.00                                    $23,000,000.00           3
39                           $22,500,000.00                                                             0
39.01                                                                          $17,500,000.00
39.02                                                                           $5,000,000.00
40                           $22,100,000.00                                                             3
40.01                                                                           $8,448,872.18
40.02                                                                           $8,052,631.58
40.03                                                                           $5,598,496.24
41                           $21,876,101.27                                    $21,876,101.27           4
42                           $21,876,101.27                                    $21,876,101.27           4
43                           $21,565,000.00                                    $21,565,000.00           6
















44                           $20,300,000.00                                    $20,300,000.00           1
45                           $20,200,000.00                                    $20,200,000.00           3
46                           $19,980,373.82                                    $19,980,373.82           1
47                           $19,500,000.00                                    $19,500,000.00           1


48                           $19,300,000.00                                    $19,300,000.00           1
49                           $19,000,000.00                                    $19,000,000.00           1
50                           $19,000,000.00                                    $19,000,000.00           1
51                           $18,903,908.65                                    $18,903,908.65           5
52                           $17,700,000.00                                    $17,700,000.00           1
53                           $17,500,000.00                                    $17,500,000.00           3
54                           $17,000,000.00                                    $17,000,000.00           1
55                           $17,000,000.00                                    $17,000,000.00           3
56                           $16,450,000.00                                    $16,450,000.00           1
57                           $16,000,000.00                                    $16,000,000.00           0
58                           $16,000,000.00                                    $16,000,000.00           1
59                           $15,510,000.00                                                             2
59.01                                                                           $2,402,877.00
59.02                                                                           $2,361,619.00
59.03                                                                           $1,756,763.00
59.04                                                                           $1,669,232.00
59.05                                                                           $1,645,772.00
59.06                                                                           $1,603,613.00
59.07                                                                           $1,560,541.00
59.08                                                                           $1,456,635.00
59.09                                                                           $1,052,948.00
60                           $15,000,000.00                                    $15,000,000.00           0
61                           $14,340,000.00                                    $14,340,000.00           1

62                           $14,000,000.00                                    $14,000,000.00           0
63                           $13,650,000.00                                    $13,650,000.00           1
64                           $13,640,000.00                                    $13,640,000.00           2
65                           $13,300,000.00                                    $13,300,000.00           1
66                           $12,600,000.00                                    $12,600,000.00           2
67                           $12,500,000.00                                    $12,500,000.00          10
68                           $12,000,000.00                                    $12,000,000.00           1
69                           $11,966,997.35                                    $11,966,997.35           4
70                           $11,900,000.00                                    $11,900,000.00           5
71                           $11,588,240.09                                    $11,588,240.09          10
72                           $11,200,000.00                                                             4
72.01                                                                           $5,700,000.00
72.02                                                                           $5,500,000.00
73                           $10,753,786.95                                    $10,753,786.95           4
74                           $10,600,000.00                                    $10,600,000.00           2
75                           $10,500,000.00                                    $10,500,000.00           4
76                           $10,000,000.00                                    $10,000,000.00           3
77                            $9,372,676.53                                                             3
77.01                                                                           $2,777,089.34
77.02                                                                           $2,330,771.41
77.03                                                                           $2,157,203.33
77.04                                                                           $2,107,612.45
78                            $9,350,000.00                                     $9,350,000.00           0
79                            $9,200,000.00                                                             2
79.01                                                                           $5,780,104.71
79.02                                                                           $3,419,895.29
80                            $8,820,000.00                                     $8,820,000.00           3

81                            $8,600,000.00                                     $8,600,000.00           3
82                            $8,550,000.00                                     $8,550,000.00           2
83                            $8,522,249.14                                     $8,522,249.14           8
84                            $8,500,000.00                                     $8,500,000.00           1
85                            $8,340,000.00                                     $8,340,000.00           3
86                            $8,000,000.00                                     $8,000,000.00           4
87                            $8,000,000.00                                     $8,000,000.00           2
88                            $7,875,000.00                                     $7,875,000.00           8









89                            $7,800,000.00                                     $7,800,000.00           2
90                            $7,610,151.73                                     $7,610,151.73           7
91                            $7,600,000.00                                     $7,600,000.00           4
92                            $7,500,000.00                                     $7,500,000.00           1
93                            $7,500,000.00                                     $7,500,000.00           0
94                            $7,500,000.00                                     $7,500,000.00           3
95                            $7,000,000.00                                     $7,000,000.00           2
96                            $6,973,634.94                                     $6,973,634.94           4
97                            $6,950,000.00                                     $6,950,000.00           1
98                            $6,761,889.26                                     $6,761,889.26           3
99                            $6,700,000.00                                     $6,700,000.00           6
100                           $6,564,063.29                                     $6,564,063.29           5
101                           $5,708,130.94                                     $5,708,130.94           4
102                           $5,694,699.17                                     $5,694,699.17           1
103                           $5,500,000.00                                     $5,500,000.00           1
104                           $5,475,000.00                                     $5,475,000.00           1
105                           $5,440,000.00                                     $5,440,000.00           4
106                           $5,000,000.00                                     $5,000,000.00           2
107                           $4,933,304.01                                     $4,933,304.01          13
108                           $4,845,088.09                                     $4,845,088.09           1
109                           $4,818,000.00                                     $4,818,000.00           0
110                           $4,700,000.00                                     $4,700,000.00           3
111                           $4,645,661.40                                     $4,645,661.40           1
112                           $4,200,000.00                                     $4,200,000.00           3
113                           $4,200,000.00                                     $4,200,000.00           2
114                           $4,169,652.29                                     $4,169,652.29           1
115                           $4,006,224.40                                     $4,006,224.40           1
116                           $3,988,470.37                                     $3,988,470.37           3
117                           $3,800,000.00                                     $3,800,000.00           3
118                           $3,700,000.00                                     $3,700,000.00           4
119                           $3,500,000.00                                     $3,500,000.00           3
120                           $3,121,497.23                                     $3,121,497.23           7
121                           $3,114,000.00                                     $3,114,000.00           3
122                           $3,090,000.00                                     $3,090,000.00           4
123                           $3,077,840.11                                     $3,077,840.11           7
124                           $3,067,529.37                                     $3,067,529.37           2
125                           $2,738,892.63                                     $2,738,892.63           4
126                           $2,393,470.43                                     $2,393,470.43           3
127                           $2,377,273.45                                     $2,377,273.45           9
128                           $2,280,000.00                                     $2,280,000.00           2
129                           $2,000,000.00                                     $2,000,000.00           5

130                           $2,000,000.00                                     $2,000,000.00           3

131                           $1,858,681.42                                     $1,858,681.42          11
132                           $1,347,277.84                                     $1,347,277.84           1
133                           $1,298,851.47                                     $1,298,851.47           1
134                           $1,282,730.60                                     $1,282,730.60          13

<CAPTION>
GCCFC 06-GG7 Loan ID   Original Term to Maturity (mos.)   Stated Remaining Term to Maturity (mos.)
--------------------   --------------------------------   ----------------------------------------
<S>                    <C>                                <C>
1                                                   119                                        117




1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                                                   120                                        116
3                                                   122                                        119

4                                                   114                                        113

5                                                   120                                        115
6                                                   121                                        120
7                                                   120                                        118
8                                                   120                                        120
9                                                   120                                        117
10                                                  120                                        119





10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                                                   84                                         84
12                                                   60                                         57
13                                                  120                                        119
14                                                  120                                        111
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                                                  120                                        119
16                                                  120                                        118
17                                                  120                                        120
18                                                  120                                        117
19                                                  120                                        117














20                                                   60                                         53
21                                                  120                                        117
22                                                  120                                        118
23                                                  120                                        120
24                                                  120                                        120
25                                                   60                                         60
26                                                  120                                        117
27                                                  120                                        118
28                                                  120                                        119

29                                                  120                                        120
30                                                  120                                        115
31                                                  120                                        116
32                                                  120                                        118
33                                                   60                                         60
34                                                  120                                        114
35                                                  120                                        118
36                                                   60                                         51
37                                                  120                                        116
38                                                   60                                         57
39                                                  120                                        120
39.01
39.02
40                                                  120                                        117
40.01
40.02
40.03
41                                                  120                                        116
42                                                  120                                        116
43                                                  120                                        114
















44                                                  120                                        119
45                                                  120                                        117
46                                                  120                                        119
47                                                  120                                        119


48                                                  120                                        119
49                                                  120                                        119
50                                                  120                                        119
51                                                  120                                        115
52                                                  120                                        119
53                                                  120                                        117
54                                                  120                                        119
55                                                  120                                        117
56                                                  120                                        119
57                                                  120                                        120
58                                                  120                                        119
59                                                   60                                         58
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                                                  120                                        120
61                                                  120                                        119

62                                                  120                                        120
63                                                  120                                        119
64                                                  120                                        118
65                                                  120                                        119
66                                                  120                                        118
67                                                   84                                         74
68                                                  120                                        119
69                                                   60                                         56
70                                                  120                                        115
71                                                   60                                         50
72                                                   60                                         56
72.01
72.02
73                                                  120                                        116
74                                                  120                                        118
75                                                  120                                        116
76                                                  120                                        117
77                                                  118                                        115
77.01
77.02
77.03
77.04
78                                                  120                                        120
79                                                  120                                        118
79.01
79.02
80                                                  120                                        117

81                                                  120                                        117
82                                                  120                                        118
83                                                  120                                        112
84                                                  120                                        119
85                                                  120                                        117
86                                                  120                                        116
87                                                  120                                        118
88                                                  120                                        112









89                                                   66                                         64
90                                                  120                                        113
91                                                  120                                        116
92                                                  120                                        119
93                                                  120                                        120
94                                                  120                                        117
95                                                  120                                        118
96                                                  120                                        116
97                                                  120                                        119
98                                                  120                                        117
99                                                   84                                         78
100                                                 120                                        115
101                                                 120                                        116
102                                                 120                                        119
103                                                 120                                        119
104                                                 120                                        119
105                                                 120                                        116
106                                                 120                                        118
107                                                 120                                        107
108                                                 120                                        119
109                                                 120                                        120
110                                                 120                                        117
111                                                 120                                        119
112                                                 120                                        117
113                                                  84                                         82
114                                                 120                                        119
115                                                 120                                        119
116                                                 120                                        117
117                                                 120                                        117
118                                                 120                                        116
119                                                 120                                        117
120                                                 120                                        113
121                                                 120                                        117
122                                                 120                                        116
123                                                 120                                        113
124                                                 120                                        118
125                                                 120                                        116
126                                                 120                                        117
127                                                 120                                        111
128                                                 120                                        118
129                                                 120                                        115

130                                                 120                                        117

131                                                 120                                        109
132                                                 120                                        119
133                                                 120                                        119
134                                                 120                                        107

<CAPTION>
GCCFC 06-GG7 Loan ID   Original Interest Only Term (mos.)   Original Amortization Term (mos.)
--------------------   ----------------------------------   ---------------------------------
<S>                    <C>                                  <C>
1                                                     119                                 117




1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                                                      36                                  32
3                                                       1                                   0

4                                                     114                                 113

5                                                     120                                 115
6                                                     121                                 120
7                                                     120                                 118
8                                                     120                                 120
9                                                       0                                   0
10                                                    120                                 119





10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                                                      0                                   0
12                                                     60                                  57
13                                                     60                                  59
14                                                     35                                  26
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                                                     24                                  23
16                                                     60                                  58
17                                                    120                                 120
18                                                     12                                   9
19                                                     60                                  57














20                                                     18                                  11
21                                                     60                                  57
22                                                    120                                 118
23                                                     12                                  12
24                                                     60                                  60
25                                                     60                                  60
26                                                     36                                  33
27                                                     36                                  34
28                                                     60                                  59

29                                                     36                                  36
30                                                     84                                  79
31                                                     41                                  37
32                                                    120                                 118
33                                                     60                                  60
34                                                     24                                  18
35                                                     36                                  34
36                                                     36                                  27
37                                                     84                                  80
38                                                     30                                  27
39                                                      0                                   0
39.01
39.02
40                                                     60                                  57
40.01
40.02
40.03
41                                                      0                                   0
42                                                      0                                   0
43                                                     84                                  78
















44                                                     60                                  59
45                                                     24                                  21
46                                                      0                                   0
47                                                     60                                  59


48                                                     24                                  23
49                                                     24                                  23
50                                                     36                                  35
51                                                      0                                   0
52                                                     36                                  35
53                                                     24                                  21
54                                                     24                                  23
55                                                     60                                  57
56                                                     24                                  23
57                                                     36                                  36
58                                                     60                                  59
59                                                     60                                  58
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                                                     24                                  24
61                                                     60                                  59

62                                                     36                                  36
63                                                     60                                  59
64                                                     24                                  22
65                                                     60                                  59
66                                                     36                                  34
67                                                     24                                  14
68                                                     60                                  59
69                                                      0                                   0
70                                                     84                                  79
71                                                      0                                   0
72                                                     12                                   8
72.01
72.02
73                                                      0                                   0
74                                                     60                                  58
75                                                      6                                   2
76                                                     24                                  21
77                                                      0                                   0
77.01
77.02
77.03
77.04
78                                                      0                                   0
79                                                    120                                 118
79.01
79.02
80                                                     36                                  33

81                                                     60                                  57
82                                                     84                                  82
83                                                      0                                   0
84                                                     36                                  35
85                                                     24                                  21
86                                                     60                                  56
87                                                     60                                  58
88                                                     24                                  16









89                                                     24                                  22
90                                                      0                                   0
91                                                     24                                  20
92                                                     48                                  47
93                                                     24                                  24
94                                                    120                                 117
95                                                     36                                  34
96                                                      0                                   0
97                                                     36                                  35
98                                                      0                                   0
99                                                     24                                  18
100                                                     0                                   0
101                                                     0                                   0
102                                                     0                                   0
103                                                   120                                 119
104                                                    36                                  35
105                                                    60                                  56
106                                                    60                                  58
107                                                     0                                   0
108                                                     0                                   0
109                                                    24                                  24
110                                                   120                                 117
111                                                     0                                   0
112                                                    60                                  57
113                                                    84                                  82
114                                                     0                                   0
115                                                     0                                   0
116                                                     0                                   0
117                                                   120                                 117
118                                                    36                                  32
119                                                    36                                  33
120                                                     0                                   0
121                                                   120                                 117
122                                                    24                                  20
123                                                     0                                   0
124                                                     0                                   0
125                                                     0                                   0
126                                                     0                                   0
127                                                     0                                   0
128                                                    24                                  22
129                                                    60                                  55

130                                                    12                                   9

131                                                     0                                   0
132                                                     0                                   0
133                                                     0                                   0
134                                                     0                                   0

<CAPTION>
GCCFC 06-GG7 Loan ID   Remaining Interest Only Period (mos.)   Remaining Amortization Term (mos.)   Guarantor
--------------------   -------------------------------------   ----------------------------------   ------------------
<S>                    <C>                                     <C>                                  <C>
1                                                         NA                                   NA   Selected Carveouts




1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                                                        300                                  300   Nonrecourse
3                                                        388                                  386   Standard Carveouts

4                                                         NA                                   NA   Standard Carveouts

5                                                         NA                                   NA   Standard Carveouts
6                                                         NA                                   NA   Selected Carveouts
7                                                         NA                                   NA   Standard Carveouts
8                                                         NA                                   NA   Standard Carveouts
9                                                        360                                  357   Standard Carveouts
10                                                        NA                                   NA   Standard Carveouts





10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                                                       503                                  503   Standard Carveouts
12                                                        NA                                   NA   Standard Carveouts
13                                                       360                                  360   Standard Carveouts
14                                                       360                                  360   Selected Carveouts
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                                                       360                                  360   Standard Carveouts
16                                                       360                                  360   Standard Carveouts
17                                                        NA                                   NA   Standard Carveouts
18                                                       360                                  360   Selected Carveouts
19                                                       360                                  360   Standard Carveouts














20                                                       360                                  360   Standard Carveouts
21                                                       360                                  360   Standard Carveouts
22                                                        NA                                   NA   Nonrecourse
23                                                       360                                  360   Standard Carveouts
24                                                       360                                  360   Standard Carveouts
25                                                        NA                                   NA   Standard Carveouts
26                                                       360                                  360   Standard Carveouts
27                                                       360                                  360   Standard Carveouts
28                                                       360                                  360   Standard Carveouts

29                                                       360                                  360   Standard Carveouts
30                                                       360                                  360   Standard Carveouts
31                                                       360                                  360   Standard Carveouts
32                                                        NA                                   NA   Standard Carveouts
33                                                        NA                                   NA   Standard Carveouts
34                                                       360                                  360   Standard Carveouts
35                                                       360                                  360   Standard Carveouts
36                                                       360                                  360   Standard Carveouts
37                                                       360                                  360   Standard Carveouts
38                                                       300                                  300   Standard Carveouts
39                                                       285                                  285   Standard Carveouts
39.01
39.02
40                                                       360                                  360   Standard Carveouts
40.01
40.02
40.03
41                                                       300                                  296   Standard Carveouts
42                                                       300                                  296   Standard Carveouts
43                                                       360                                  360   Standard Carveouts
















44                                                       360                                  360   Standard Carveouts
45                                                       360                                  360   Standard Carveouts
46                                                       360                                  359   Standard Carveouts
47                                                       360                                  360   Standard Carveouts


48                                                       360                                  360   Standard Carveouts
49                                                       360                                  360   Standard Carveouts
50                                                       360                                  360   Standard Carveouts
51                                                       360                                  355   Standard Carveouts
52                                                       360                                  360   Standard Carveouts
53                                                       360                                  360   Standard Carveouts
54                                                       360                                  360   Standard Carveouts
55                                                       360                                  360   Standard Carveouts
56                                                       360                                  360   Standard Carveouts
57                                                       360                                  360   Standard Carveouts
58                                                       360                                  360   Standard Carveouts
59                                                        NA                                   NA
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                                                       360                                  360   Standard Carveouts
61                                                       360                                  360   Standard Carveouts

62                                                       360                                  360   Standard Carveouts
63                                                       360                                  360   Selected Carveouts
64                                                       360                                  360   Standard Carveouts
65                                                       360                                  360   Selected Carveouts
66                                                       360                                  360   Standard Carveouts
67                                                       300                                  300   Standard Carveouts
68                                                       360                                  360   Standard Carveouts
69                                                       360                                  356   Standard Carveouts
70                                                       360                                  360   Standard Carveouts
71                                                       360                                  350   Standard Carveouts
72                                                       360                                  360   Standard Carveouts
72.01
72.02
73                                                       360                                  356   Standard Carveouts
74                                                       360                                  360   Standard Carveouts
75                                                       300                                  300   Standard Carveouts
76                                                       300                                  300   Standard Carveouts
77                                                       360                                  357   Standard Carveouts
77.01
77.02
77.03
77.04
78                                                       360                                  360   Standard Carveouts
79                                                        NA                                   NA   Full Recourse
79.01
79.02
80                                                       360                                  360   Standard Carveouts

81                                                       360                                  360   Standard Carveouts
82                                                       300                                  300   Standard Carveouts
83                                                       360                                  352   Standard Carveouts
84                                                       360                                  360   Standard Carveouts
85                                                       360                                  360   Standard Carveouts
86                                                       360                                  360   Standard Carveouts
87                                                       360                                  360   Standard Carveouts
88                                                       360                                  360   Standard Carveouts









89                                                       300                                  300   Standard Carveouts
90                                                       300                                  293   Standard Carveouts
91                                                       300                                  300   Standard Carveouts
92                                                       360                                  360   Standard Carveouts
93                                                       360                                  360   Standard Carveouts
94                                                        NA                                   NA   Nonrecourse
95                                                       360                                  360   Standard Carveouts
96                                                       360                                  356   Standard Carveouts
97                                                       360                                  360   Standard Carveouts
98                                                       252                                  249   Standard Carveouts
99                                                       360                                  360   Standard Carveouts
100                                                      360                                  355   Standard Carveouts
101                                                      360                                  356   Standard Carveouts
102                                                      360                                  359   Standard Carveouts
103                                                       NA                                   NA   Standard Carveouts
104                                                      360                                  360   Standard Carveouts
105                                                      360                                  360   Standard Carveouts
106                                                      360                                  360   Standard Carveouts
107                                                      360                                  347   Standard Carveouts
108                                                      360                                  359   Standard Carveouts
109                                                      360                                  360   Standard Carveouts
110                                                       NA                                   NA   Standard Carveouts
111                                                      360                                  359   Standard Carveouts
112                                                      360                                  360   Standard Carveouts
113                                                       NA                                   NA   Standard Carveouts
114                                                      300                                  299   Standard Carveouts
115                                                      360                                  359   Standard Carveouts
116                                                      360                                  357   Standard Carveouts
117                                                       NA                                   NA   Standard Carveouts
118                                                      360                                  360   Standard Carveouts
119                                                      360                                  360   Nonrecourse
120                                                      324                                  317   Standard Carveouts
121                                                       NA                                   NA   Standard Carveouts
122                                                      360                                  360   Standard Carveouts
123                                                      360                                  353   Standard Carveouts
124                                                      240                                  238   Standard Carveouts
125                                                      360                                  356   Standard Carveouts
126                                                      360                                  357   Standard Carveouts
127                                                      360                                  351   Standard Carveouts
128                                                      360                                  360   Standard Carveouts
129                                                      360                                  360   Selected Carveouts

130                                                      360                                  360   Standard Carveouts

131                                                      360                                  349   Standard Carveouts
132                                                      240                                  239   Standard Carveouts
133                                                      360                                  359   Standard Carveouts
134                                                      360                                  347   Standard Carveouts

<CAPTION>
GCCFC 06-GG7 Loan ID   Letter of Credit   Upfront Actual Repair Reserve   Upfront Actual Replacement Reserves
--------------------   ----------------   -----------------------------   -----------------------------------
<S>                    <C>                <C>                             <C>
1                      No                                            $0                                    $0




1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                      No                                            $0                                    $0
3                      No                                            $0                              $228,352

4                      No                                            $0                                    $0

5                      No                                            $0                                    $0
6                      No                                       $47,500                                    $0
7                      No                                            $0                            $5,000,000
8                      No                                            $0                                    $0
9                      No                                      $139,063                                    $0
10                     No                                            $0                                    $0





10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                     No                                            $0                                    $0
12                     No                                            $0                                    $0
13                     No                                      $194,000                                    $0
14                     No                                            $0                                    $0
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                     No                                            $0                              $120,400
16                     No                                            $0                                    $0
17                     Yes                                           $0                                    $0
18                     No                                            $0                               $29,909
19                     No                                      $487,521                            $1,200,000














20                     No                                            $0                                $9,431
21                     No                                            $0                                    $0
22                     No                                            $0                                    $0
23                     No                                            $0                                    $0
24                     No                                            $0                                    $0
25                     No                                            $0                                    $0
26                     No                                       $27,688                                    $0
27                     No                                            $0                                $2,257
28                     No                                            $0                                $1,026

29                     No                                          $250                                    $0
30                     No                                            $0                            $1,090,000
31                     No                                            $0                                $1,617
32                     No                                      $208,125                                    $0
33                     No                                            $0                                    $0
34                     No                                            $0                              $175,462
35                     No                                        $1,500                                $3,340
36                     No                                            $0                              $402,169
37                     No                                            $0                              $840,000
38                     No                                            $0                              $250,000
39                     No                                            $0                                $1,500
39.01
39.02
40                     No                                            $0                                    $0
40.01
40.02
40.03
41                     No                                            $0                                    $0
42                     No                                            $0                                    $0
43                     No                                       $28,125                               $36,549
















44                     No                                            $0                                    $0
45                     No                                            $0                                    $0
46                     No                                            $0                                $2,019
47                     No                                            $0                                $1,239


48                     No                                        $6,875                                    $0
49                     No                                            $0                               $10,600
50                     No                                            $0                                    $0
51                     No                                            $0                                $1,046
52                     Yes                                      $62,188                               $59,553
53                     No                                            $0                                    $0
54                     Yes                                           $0                                $7,420
55                     No                                            $0                                    $0
56                     No                                            $0                                $1,624
57                     No                                            $0                                    $0
58                     No                                            $0                                  $979
59                     No                                            $0                                    $0
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                     No                                            $0                            $2,742,593
61                     No                                            $0                                  $475

62                     No                                            $0                                    $0
63                     No                                            $0                                $1,119
64                     Yes                                           $0                                    $0
65                     No                                            $0                                  $963
66                     No                                            $0                                  $760
67                     No                                            $0                            $4,000,000
68                     No                                            $0                                $1,369
69                     No                                            $0                               $14,830
70                     No                                            $0                              $572,850
71                     No                                            $0                                    $0
72                     No                                      $732,550                                    $0
72.01
72.02
73                     No                                            $0                                $1,067
74                     No                                            $0                                    $0
75                     No                                            $0                               $11,388
76                     No                                            $0                               $17,305
77                     No                                            $0                                    $0
77.01
77.02
77.03
77.04
78                     No                                            $0                                    $0
79                     No                                            $0                                    $0
79.01
79.02
80                     Yes                                           $0                                    $0

81                     No                                       $69,748                                    $0
82                     No                                            $0                                    $0
83                     Yes                                           $0                                  $942
84                     No                                       $48,000                               $37,607
85                     No                                       $77,000                                    $0
86                     No                                            $0                                  $818
87                     No                                            $0                                  $493
88                     No                                        $6,544                                    $0









89                     No                                       $53,250                                    $0
90                     No                                            $0                               $14,825
91                     No                                            $0                                    $0
92                     No                                       $59,150                                    $0
93                     No                                       $40,000                            $1,278,000
94                     No                                            $0                                    $0
95                     No                                            $0                                    $0
96                     No                                            $0                                $2,100
97                     No                                            $0                                    $0
98                     No                                            $0                                    $0
99                     No                                            $0                              $197,192
100                    No                                            $0                                $1,835
101                    No                                       $18,000                                $2,688
102                    No                                            $0                                    $0
103                    No                                            $0                                    $0
104                    No                                            $0                                $3,328
105                    No                                            $0                                    $0
106                    Yes                                           $0                                  $250
107                    Yes                                           $0                                $1,893
108                    No                                            $0                                    $0
109                    No                                            $0                                    $0
110                    No                                            $0                                $1,919
111                    No                                            $0                                    $0
112                    No                                            $0                                $2,625
113                    Yes                                           $0                                    $0
114                    No                                            $0                               $13,947
115                    No                                            $0                                  $175
116                    No                                            $0                                  $247
117                    No                                            $0                                    $0
118                    No                                            $0                                  $298
119                    No                                            $0                                $2,719
120                    No                                            $0                                  $266
121                    No                                            $0                                    $0
122                    No                                            $0                                  $326
123                    No                                            $0                                  $146
124                    No                                       $96,375                                $1,904
125                    No                                            $0                                  $819
126                    No                                       $34,316                                $2,220
127                    No                                            $0                                $2,771
128                    No                                            $0                                    $0
129                    No                                            $0                                   $98

130                    Yes                                      $90,000                                  $366

131                    No                                            $0                                $2,158
132                    No                                            $0                                    $0
133                    No                                            $0                                  $308
134                    No                                            $0                                  $135

<CAPTION>
GCCFC 06-GG7 Loan ID   Ongoing Actual Replacement Reserves   Upfront TI/LC   Monthly TI/LC   Monthly Tax Escrow
--------------------   -----------------------------------   -------------   -------------   ------------------
<S>                    <C>                                   <C>             <C>             <C>
1                                                       $0      $2,100,000              $0                   $0




1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                                                       $0              $0              $0                   $0
3                                                       $0              $0              $0                   $0

4                                                       $0              $0              $0                   $0

5                                                   $5,870      $2,000,000         $29,350             $300,000
6                                                       $0      $2,500,000              $0             $286,118
7                                                   $9,145      $4,400,000              $0             $143,606
8                                                       $0              $0              $0                   $0
9                                                       $0              $0              $0                   $0
10                                                      $0              $0              $0                   $0





10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                                                  $8,442      $2,000,000              $0             $142,000
12                                                $182,348              $0              $0             $379,924
13                                                  $3,924     $10,416,000         $15,696              $45,617
14                                                      $0              $0              $0                   $0
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                                                  $8,451        $353,770         $19,647              $48,316
16                                                  $3,720              $0              $0              $60,650
17                                                  $2,848      $2,000,000              $0              $64,132
18                                                 $29,909              $0              $0              $57,768
19                                                  $5,711      $5,700,000              $0              $78,443














20                                                  $9,431      $3,000,000         $22,552              $37,838
21                                                  $1,376      $3,239,660              $0              $30,785
22                                                      $0              $0              $0                   $0
23                                                      $0              $0              $0              $42,917
24                                                  $1,100        $150,000          $2,500              $46,000
25                                                 $11,750              $0              $0              $32,617
26                                                  $2,686      $1,690,506         $13,430              $61,400
27                                                  $2,257              $0              $0               $8,482
28                                                  $1,026          $5,644          $5,644               $1,029

29                                                  $2,275              $0         $12,135              $44,598
30                                                      $0              $0              $0              $72,088
31                                                  $2,500      $2,055,000              $0              $10,568
32                                                      $0              $0              $0              $34,020
33                                                  $4,125              $0              $0              $25,750
34                                                 $29,711              $0              $0              $31,833
35                                                  $1,670        $410,182          $9,591              $18,423
36                                                      $0              $0              $0              $60,398
37                                                      $0              $0              $0              $26,360
38                                                 $20,000              $0              $0              $28,550
39                                                  $1,500              $0              $0              $17,083
39.01
39.02
40                                                      $0              $0              $0                   $0
40.01
40.02
40.03
41                                                      $0              $0              $0                   $0
42                                                      $0              $0              $0                   $0
43                                                      $0              $0          $5,176              $23,656
















44                                                    $677      $1,183,166          $3,387               $4,994
45                                                 $46,821        $200,000         $14,632              $18,150
46                                                  $2,019              $0              $0              $20,883
47                                                  $1,239              $0              $0              $18,548


48                                                      $0        $700,000              $0              $17,465
49                                                 $11,000              $0              $0              $56,852
50                                                    $923              $0          $4,613              $20,233
51                                                  $1,046              $0              $0               $7,401
52                                                  $1,453        $229,842          $4,842              $15,250
53                                                    $872              $0              $0              $11,062
54                                                  $7,420              $0              $0               $8,703
55                                                    $542              $0          $2,167              $10,010
56                                                  $1,624         $19,667         $19,667              $16,733
57                                                      $0        $300,000              $0              $13,595
58                                                    $979              $0              $0              $26,751
59                                                  $1,597              $0          $7,985              $13,820
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                                                  $7,797              $0              $0               $8,417
61                                                    $475          $3,887          $3,887               $9,581

62                                                    $591              $0          $1,774               $8,870
63                                                  $1,119              $0              $0              $13,862
64                                                      $0              $0              $0                   $0
65                                                    $963              $0              $0              $12,111
66                                                    $760            $648            $648               $6,155
67                                                      $0              $0              $0               $8,951
68                                                  $1,369              $0              $0              $19,668
69                                                 $15,594              $0              $0              $16,665
70                                                      $0              $0              $0              $26,872
71                                                 $11,500              $0              $0              $10,702
72                                                  $5,329         $10,660          $5,330              $52,843
72.01
72.02
73                                                  $1,067          $1,200          $1,200              $10,142
74                                                      $0              $0              $0              $28,074
75                                                 $11,388              $0              $0               $6,513
76                                                  $8,653              $0              $0              $12,929
77                                                  $2,498              $0         $12,492              $12,847
77.01
77.02
77.03
77.04
78                                                  $1,207              $0          $1,000                   $0
79                                                      $0              $0              $0                   $0
79.01
79.02
80                                                      $0              $0              $0              $27,328

81                                                  $6,534              $0              $0              $19,841
82                                                      $0              $0              $0              $24,989
83                                                    $942          $3,333          $3,333              $19,560
84                                                  $2,034        $594,000         $19,176               $5,776
85                                                  $3,521              $0              $0               $6,588
86                                                    $818          $4,166          $4,166              $12,358
87                                                    $493              $0              $0               $7,330
88                                                  $1,558        $100,000          $5,193              $12,141









89                                                      $0              $0              $0                   $0
90                                                  $4,942              $0              $0              $26,082
91                                                      $0          $4,167          $4,167               $9,447
92                                                  $1,254        $200,000              $0               $7,025
93                                                  $4,525      $1,352,500              $0              $17,349
94                                                      $0              $0              $0                   $0
95                                                    $513              $0              $0                   $0
96                                                  $2,766              $0          $2,000              $18,608
97                                                      $0        $100,000          $4,167              $22,986
98                                                      $0              $0            $833                   $0
99                                                  $1,179        $400,000              $0               $7,925
100                                                 $1,835        $100,000              $0              $15,546
101                                                 $2,688              $0              $0               $3,175
102                                                   $569        $200,000          $3,750               $6,987
103                                                     $0              $0              $0                   $0
104                                                 $3,328              $0              $0               $3,843
105                                                     $0          $2,083          $2,083               $1,093
106                                                   $250              $0              $0               $4,070
107                                                   $947          $6,691          $3,345               $4,847
108                                                   $543        $200,000              $0               $4,789
109                                                   $219              $0          $1,096               $1,853
110                                                 $1,919              $0              $0               $8,885
111                                                   $580              $0          $2,917              $10,685
112                                                   $256          $1,291          $1,040               $6,303
113                                                     $0              $0              $0               $6,664
114                                                 $6,974              $0              $0               $5,215
115                                                   $175          $1,250          $1,250               $1,757
116                                                   $247         $65,000              $0               $4,784
117                                                     $0              $0              $0                   $0
118                                                   $298          $1,291          $1,291               $3,667
119                                                 $1,012              $0              $0               $4,333
120                                                   $266          $1,000          $1,000               $2,969
121                                                     $0              $0              $0                   $0
122                                                   $326          $1,687          $1,687               $5,044
123                                                   $146              $0              $0               $2,018
124                                                 $1,904              $0              $0               $3,245
125                                                   $819          $1,000          $1,000               $4,118
126                                                   $740          $2,492          $2,492               $7,156
127                                                   $924        $105,322          $1,254               $1,624
128                                                     $0              $0              $0                   $0
129                                                    $98              $0              $0               $2,950

130                                                   $366              $0              $0                   $0

131                                                   $719              $0          $1,079               $1,341
132                                                     $0              $0              $0                   $0
133                                                   $103              $0            $370               $1,160
134                                                    $45              $0            $498               $3,358

<CAPTION>
GCCFC 06-GG7 Loan ID   Monthly Insurance Escrow   Payment Day                                       Late Grace Period
--------------------   ------------------------   -----------   -----------------------------------------------------
<S>                    <C>                        <C>           <C>
1                                            $0             6                  5 days but only once per calendar year




1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2                                            $0             6                                                       0
3                                       $24,463             6                                                       0

4                                            $0             6       3 days grace two times during any 12 month period

5                                       $50,000             6                                                       5
6                                        $8,939             6                                                       0
7                                       $26,561             6                                                      10
8                                            $0             6                                                       0
9                                            $0             6                                                       0
10                                           $0             6                                                       0





10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
11                                      $18,750             6                                                       0
12                                      $23,540             6                                                       0
13                                      $12,322             6                                                       0
14                                           $0             6   3 days grace no more than two times per calendar year
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
15                                       $6,066             6                                                       0
16                                       $3,530             6                                                       0
17                                       $5,425             6                                                       0
18                                      $15,125             6                                                       0
19                                      $31,478             6                                                       0














20                                       $5,881             6                                                       0
21                                       $4,042             6                                                       0
22                                           $0             6                                                       0
23                                           $0             6                                                       0
24                                       $2,300             6                                                       0
25                                       $8,333             6                                                       0
26                                       $4,500             6                                                       0
27                                           $0             6                                                       0
28                                       $2,680             6                                                       0

29                                       $1,680             6                                                       0
30                                       $7,331             6                                                       0
31                                       $6,073             6                                                       0
32                                       $4,190             6                                                       0
33                                       $5,417             6                                                       0
34                                      $11,296             6                                                       0
35                                       $2,426             6                                                       0
36                                      $19,082             6                                                       0
37                                       $7,027             6                                                       0
38                                       $4,212             6                                                       0
39                                       $2,003             6                                                       0
39.01
39.02
40                                           $0             6                                                       0
40.01
40.02
40.03
41                                           $0             6                                                       0
42                                           $0             6                                                       0
43                                       $5,478             6                                                       0
















44                                       $4,602             6                                                       0
45                                       $3,333             6                                                       0
46                                       $2,377             6                                                       0
47                                       $1,726             6                                                       0


48                                       $6,631             6                                                       0
49                                       $7,346             6                                                       0
50                                           $0             6                                                       0
51                                       $1,569             6                                                       0
52                                       $2,960             6                                                       0
53                                       $2,349             6                                                       0
54                                       $4,742             6                                                       0
55                                       $1,110             6                                                       0
56                                       $1,667             6                                                       0
57                                       $3,100             6                                                       0
58                                       $1,564             6                                                       0
59                                       $2,903             6                                                       0
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
60                                       $7,719             6                                                       0
61                                       $1,625             6                                                       0

62                                       $1,478             6                                                       0
63                                         $742             6                                                       0
64                                           $0             6                                                       0
65                                         $533             6                                                       0
66                                           $0             6                                                       0
67                                       $6,014             6                                                       0
68                                       $1,779             6                                                       0
69                                       $5,908             6                                                       0
70                                       $4,655             6                                                       0
71                                      $10,120             6                                                       0
72                                       $3,625             6                                                       0
72.01
72.02
73                                       $3,852             6                                                       0
74                                       $1,877             6                                                       0
75                                       $2,651             6                                                       0
76                                       $3,005             6                                                       0
77                                       $4,538             6                                                       0
77.01
77.02
77.03
77.04
78                                           $0             6                                                      15
79                                           $0             6                                                       0
79.01
79.02
80                                       $1,311             6                                                       0

81                                           $0             6                                                       0
82                                       $7,038             6                                                       0
83                                       $1,016             6                                                       0
84                                       $2,991             6                                                       0
85                                       $3,521             6                                                       0
86                                       $3,199             6                                                       0
87                                       $1,267             6                                                       0
88                                       $2,247             6                                                       0









89                                           $0             6                                                       0
90                                           $0             6                                                       0
91                                         $824             6                                                       0
92                                       $4,208             6                                                       0
93                                       $4,741             6                                                       0
94                                           $0             6                                                       0
95                                           $0             6                                                       0
96                                      $11,554             6                                                       0
97                                         $946             6                                                       0
98                                           $0             6                                                       0
99                                       $1,130             6                                                       0
100                                          $0             1                                                       5
101                                      $2,891             6                                                       0
102                                        $770             6                                                       0
103                                          $0             6                                                       0
104                                      $3,232             1                                                       5
105                                        $877             6                                                       0
106                                        $984             6                                                       0
107                                      $1,154             6                                                       0
108                                        $644             6                                                      15
109                                        $731             6                                                       0
110                                      $1,084             6                                                      15
111                                        $824             6                                                       0
112                                        $458             6                                                       0
113                                      $3,343             6                                                      15
114                                      $1,507             6                                                       0
115                                        $507             1                                                       5
116                                        $587             6                                                       0
117                                          $0             6                                                      15
118                                        $726             6                                                       0
119                                        $495             6                                                       0
120                                        $483             6                                                       0
121                                          $0             6                                                       0
122                                      $1,043             6                                                       0
123                                        $174             6                                                       0
124                                        $737             6                                                       0
125                                        $868             6                                                       0
126                                        $865             6                                                       0
127                                      $1,180             6                                                       0
128                                          $0             6                                                       0
129                                        $375             6                                                       0

130                                        $367             1                                                       5

131                                        $470             6                                                       0
132                                          $0             6                                                       0
133                                        $261             6                                                       0
134                                        $742             6                                                       0

<CAPTION>
GCCFC 06-GG7 Loan ID   Default Grace Period   Environmental Insurance   Lockbox     Cash Management   O&M in Place   Size
--------------------   --------------------   -----------------------   ---------   ---------------   ------------   ---------
<S>                    <C>                    <C>                       <C>         <C>               <C>            <C>
1                                         0   No                        Hard        In Place                         2,798,308




1.01                                                                                                  No               300,707
1.02                                                                                                  No               107,301
1.03                                                                                                  No               108,325
1.04                                                                                                  No               133,985
1.05                                                                                                  No               160,047
1.06                                                                                                  No               195,438
1.07                                                                                                  No               118,517
1.08                                                                                                  No               103,464
1.09                                                                                                  No               118,092
1.10                                                                                                  No               144,234
1.11                                                                                                  No                64,171
1.12                                                                                                  No                88,760
1.13                                                                                                  No               105,152
1.14                                                                                                  No               106,995
1.15                                                                                                  No               131,575
1.16                                                                                                  No                65,765
1.17                                                                                                  No                81,590
1.18                                                                                                  No                44,523
1.19                                                                                                  No                66,945
1.20                                                                                                  No                58,384
1.21                                                                                                  No                69,090
1.22                                                                                                  No                90,647
1.23                                                                                                  No                54,871
1.24                                                                                                  No                26,513
1.25                                                                                                  No                47,517
1.26                                                                                                  No                65,295
1.27                                                                                                  No                65,092
1.28                                                                                                  No                15,542
1.29                                                                                                  No                59,771
2                                         0   No                        Hard        In Place          Yes            2,416,887
3                                         0   No                        Hard        In Place          No               756,851

4                                         0   No                        Hard        In Place          Yes              669,704

5                                         0   No                        Hard        In Place          Yes              383,927
6                                         0   No                        Hard        In Place          No               475,975
7                                         0   No                        Hard        Springing         No               438,960
8                                         0   No                        Hard        Springing         No               540,490
9                                         0   No                        Springing   Springing         Yes              782,611
10                                        0   No                        Hard        Springing                          787,586





10.01                                                                                                 No               163,813
10.02                                                                                                 No                73,226
10.03                                                                                                 No                80,478
10.04                                                                                                 No                71,704
10.05                                                                                                 No                71,280
10.06                                                                                                 No                41,884
10.07                                                                                                 No                55,602
10.08                                                                                                 No                42,774
10.09                                                                                                 No                56,648
10.10                                                                                                 No                40,466
10.11                                                                                                 No                47,596
10.12                                                                                                 No                27,565
10.13                                                                                                 No                14,550
11                                        0   No                        Soft        Springing         Yes              506,497
12                                        0   No                        Hard        Springing         No                   821
13                                        0   No                        Hard        Springing         No               313,924
14                                        0   No                        Hard        In Place                             2,108
14.01                                                                                                 No                   328
14.02                                                                                                 No                   361
14.03                                                                                                 No                   274
14.04                                                                                                 No                   236
14.05                                                                                                 No                   213
14.06                                                                                                 No                   254
14.07                                                                                                 No                   223
14.08                                                                                                 No                   219
15                                        0   No                        Hard        Springing         No               541,971
16                                        0   No                        Hard        Springing         No               222,989
17                                        0   No                        Hard        Springing         No               227,860
18                                        0   No                        Hard        In Place          No                   110
19                                        0   No                        Hard        Springing         No               342,686














20                                        0   No                        Hard        In Place          No               492,052
21                                        0   No                        Hard        Springing         No                82,576
22                                        0   No                        No          NAP               Yes              221,874
23                                        0   No                        Hard        Springing         No               185,000
24                                        0   No                        Hard        Springing         No                65,500
25                                        0   No                        Soft        Springing         Yes                  564
26                                        0   No                        Hard        Springing         Yes              161,166
27                                        0   No                        No          NAP               No               141,174
28                                        0   No                        No          NAP               Yes              123,149

29                                        0   No                        Hard        Springing         No               182,031
30                                        0   No                        Soft        In Place          No                   436
31                                        0   No                        Hard        Springing         Yes               97,020
32                                        0   No                        Hard        Springing         No               148,803
33                                        0   No                        Soft        Springing         No                   330
34                                        0   No                        No          NAP               No                   252
35                                        0   No                        Hard        Springing         No               133,584
36                                        0   No                        Hard        Springing         No                   357
37                                        0   No                        Soft        In Place          No                   336
38                                        0   No                        Hard        In Place          No                   160
39                                        0   No                        Hard        In Place                            90,000
39.01                                                                                                 No                70,000
39.02                                                                                                 No                20,000
40                                        0   No                        No          NAP                                299,568
40.01                                                                                                 No               124,278
40.02                                                                                                 No                86,704
40.03                                                                                                 No                88,586
41                                        0   No                        No          NAP               No                98,557
42                                        0   No                        No          NAP               No                96,497
43                                        0   No                        Hard        In Place          No               243,663
















44                                        0   No                        Hard        In Place          No                54,193
45                                        0   No                        Hard        Springing         No               234,105
46                                        0   No                        Hard        Springing         Yes              121,146
47                                        0   No                        No          NAP               Yes               74,328


48                                        0   No                        Hard        Springing         Yes              925,980
49                                        0   No                        Hard        Springing         No                   120
50                                        0   No                        Hard        Springing         No                55,356
51                                        0   No                        Soft        In Place          No               125,497
52                                        0   No                        No          NAP               Yes              116,205
53                                        0   No                        Hard        Springing         No                69,786
54                                        0   No                        Hard        Springing         No                   120
55                                        0   No                        Soft        Springing         No                32,717
56                                        0   No                        No          NAP               Yes              129,935
57                                        0   No                        No          NAP               No               148,812
58                                        0   No                        No          NAP               Yes              117,449
59                                        0   No                        Hard        In Place                           127,752
59.01                                                                                                 No                23,892
59.02                                                                                                 No                18,452
59.03                                                                                                 No                14,035
59.04                                                                                                 No                13,649
59.05                                                                                                 No                12,916
59.06                                                                                                 No                10,063
59.07                                                                                                 No                11,827
59.08                                                                                                 No                10,846
59.09                                                                                                 No                12,072
60                                        0   No                        Hard        Springing         No                   128
61                                        0   No                        No          NAP               Yes               57,037

62                                        0   No                        No          NAP               No                70,961
63                                        0   No                        No          NAP               Yes               89,506
64                                        0   No                        No          NAP               Yes              145,298
65                                        0   No                        No          NAP               Yes               77,044
66                                        0   No                        No          NAP               No                91,156
67                                        0   No                        Hard        Springing         Yes                  125
68                                        0   No                        No          NAP               Yes              102,681
69                                        0   No                        No          NAP               No                    72
70                                        0   No                        Hard        In Place          No                   201
71                                        0   No                        No          NAP               No                   129
72                                        0   No                        Hard        In Place                           426,332
72.01                                                                                                 Yes              115,580
72.02                                                                                                 Yes              310,752
73                                        0   No                        No          NAP               Yes               79,991
74                                        0   No                        Hard        In Place          No               114,195
75                                        0   No                        Hard        Springing         Yes                  138
76                                        0   No                        No          NAP               No                    95
77                                        0   No                        Hard        Springing                          199,903
77.01                                                                                                 No                56,339
77.02                                                                                                 No                50,000
77.03                                                                                                 No                46,782
77.04                                                                                                 No                46,782
78                                        0   No                        No          NAP               No                72,344
79                                        0   No                        No          NAP                                 79,699
79.01                                                                                                 No                49,628
79.02                                                                                                 No                30,071
80                                        0   No                        No          NAP               Yes              100,364

81                                        0   No                        No          NAP               Yes                  264
82                                        0   No                        No          NAP               No                   214
83                                        0   No                        No          NAP               Yes              113,000
84                                        0   No                        Hard        Springing         Yes              162,723
85                                        0   No                        No          NAP               Yes                  169
86                                        0   No                        No          NAP               Yes               42,665
87                                        0   No                        No          NAP               Yes               53,821
88                                        0   No                        No          NAP               No               124,632









89                                        0   No                        Hard        Springing         No                   153
90                                        0   No                        No          NAP               Yes                1,859
91                                        0   No                        No          NAP               Yes               46,001
92                                        0   No                        No          NAP               Yes               75,225
93                                        0   No                        Hard        Springing         No               217,158
94                                        0   No                        No          NAP               Yes               34,032
95                                        0   No                        No          NAP               No                41,000
96                                        0   No                        No          NAP               No                53,305
97                                        0   No                        No          NAP               Yes              119,630
98                                        0   No                        Hard        Springing         No                47,541
99                                        0   No                        Hard        Springing         Yes               70,762
100                                       5   No                        No          NAP               Yes              146,761
101                                       0   No                        No          NAP               Yes                  129
102                                       0   No                        No          NAP               No                45,483
103                                       0   No                        No          NAP               Yes               95,280
104                                       5   No                        No          NAP               Yes                  192
105                                       0   No                        No          NAP               Yes               27,740
106                                       0   No                        No          NAP               Yes               19,988
107                                       0   No                        No          NAP               No                56,796
108                                       0   No                        No          NAP               No                26,077
109                                       0   No                        No          NAP               No                17,535
110                                       0   No                        No          NAP               Yes              115,144
111                                       0   No                        No          NAP               No                46,404
112                                       0   No                        No          NAP               No                19,195
113                                       0   No                        No          NAP               Yes                  180
114                                       0   No                        No          NAP               No                    88
115                                       5   No                        No          NAP               Yes               20,961
116                                       0   No                        No          NAP               Yes               29,636
117                                       0   No                        No          NAP               Yes               23,960
118                                       0   No                        No          NAP               No                23,841
119                                       0   No                        Hard        Springing         Yes               34,404
120                                       0   No                        No          NAP               Yes               31,910
121                                       0   No                        No          NAP               Yes               14,560
122                                       0   No                        No          NAP               Yes               26,101
123                                       0   No                        No          NAP               Yes               17,562
124                                       0   No                        No          NAP               Yes               73,252
125                                       0   No                        No          NAP               Yes               37,778
126                                       0   No                        No          NAP               No                59,200
127                                       0   No                        No          NAP               Yes               42,628
128                                       0   No                        No          NAP               Yes               11,033
129                                       0   No                        No          NAP               Yes               11,800

130                                       5   No                        No          NAP               Yes               29,259

131                                       0   No                        No          NAP               No                33,200
132                                       0   No                        No          NAP               No                 6,485
133                                       0   No                        No          NAP               No                 8,200
134                                       0   No                        No          NAP               No                 5,410

<CAPTION>
GCCFC 06-GG7 Loan ID   Units of Measure   Originator
--------------------   ----------------   --------------
<S>                    <C>                <C>
1                      sf                 GSCMC




1.01                   sf
1.02                   sf
1.03                   sf
1.04                   sf
1.05                   sf
1.06                   sf
1.07                   sf
1.08                   sf
1.09                   sf
1.10                   sf
1.11                   sf
1.12                   sf
1.13                   sf
1.14                   sf
1.15                   sf
1.16                   sf
1.17                   sf
1.18                   sf
1.19                   sf
1.20                   sf
1.21                   sf
1.22                   sf
1.23                   sf
1.24                   sf
1.25                   sf
1.26                   sf
1.27                   sf
1.28                   sf
1.29                   sf
2                      sf                 GSCMC / Lehman
3                      sf                 GCFP

4                      sf                 GSCMC

5                      sf                 GCFP
6                      sf                 GSCMC
7                      sf                 GCFP
8                      sf                 GSCMC
9                      sf                 GSCMC
10                     sf                 GSCMC





10.01                  sf
10.02                  sf
10.03                  sf
10.04                  sf
10.05                  sf
10.06                  sf
10.07                  sf
10.08                  sf
10.09                  sf
10.10                  sf
10.11                  sf
10.12                  sf
10.13                  sf
11                     sf                 GCFP
12                     Rooms              GCFP
13                     sf                 GCFP
14                     Rooms              GSCMC
14.01                  Rooms
14.02                  Rooms
14.03                  Rooms
14.04                  Rooms
14.05                  Rooms
14.06                  Rooms
14.07                  Rooms
14.08                  Rooms
15                     sf                 GCFP
16                     sf                 GCFP
17                     sf                 GCFP
18                     Rooms              GSCMC
19                     sf                 GCFP














20                     sf                 GCFP
21                     sf                 GCFP
22                     sf                 GSCMC
23                     sf                 GCFP
24                     sf                 GCFP
25                     Units              GCFP
26                     sf                 GCFP
27                     sf                 GSCMC
28                     sf                 GSCMC

29                     sf                 GCFP
30                     Units              GCFP
31                     sf                 Petra
32                     sf                 GCFP
33                     Units              GCFP
34                     Rooms              GCFP
35                     sf                 GCFP
36                     Rooms              GCFP
37                     Units              GCFP
38                     Rooms              GCFP
39                     sf                 GCFP
39.01                  sf
39.02                  sf
40                     sf                 GSCMC
40.01                  sf
40.02                  sf
40.03                  sf
41                     sf                 GSCMC
42                     sf                 GSCMC
43                     sf                 GCFP
















44                     sf                 GCFP
45                     sf                 GCFP
46                     sf                 GCFP
47                     sf                 GSCMC


48                     sf                 GCFP
49                     Rooms              GCFP
50                     sf                 GCFP
51                     sf                 GCFP
52                     sf                 GCFP
53                     sf                 GCFP
54                     Rooms              GCFP
55                     sf                 GCFP
56                     sf                 GSCMC
57                     sf                 GCFP
58                     sf                 GSCMC
59                     sf                 GCFP
59.01                  sf
59.02                  sf
59.03                  sf
59.04                  sf
59.05                  sf
59.06                  sf
59.07                  sf
59.08                  sf
59.09                  sf
60                     Rooms              GCFP
61                     sf                 GSCMC

62                     sf                 GCFP
63                     sf                 GSCMC
64                     sf                 GSCMC
65                     sf                 GSCMC
66                     sf                 GSCMC
67                     Rooms              GCFP
68                     sf                 GSCMC
69                     Rooms              GCFP
70                     Units              GCFP
71                     Rooms              GCFP
72                     sf                 GCFP
72.01                  sf
72.02                  sf
73                     sf                 GSCMC
74                     sf                 GCFP
75                     Rooms              GCFP
76                     Rooms              GCFP
77                     sf                 GCFP
77.01                  sf
77.02                  sf
77.03                  sf
77.04                  sf
78                     sf                 GCFP
79                     sf                 GSCMC
79.01                  sf
79.02                  sf
80                     sf                 GSCMC

81                     Units              GCFP
82                     Rooms              GCFP
83                     sf                 GSCMC
84                     sf                 GCFP
85                     Units              GSCMC
86                     sf                 GSCMC
87                     sf                 GSCMC
88                     sf                 GCFP









89                     Rooms              GCFP
90                     Parking Sp         GCFP
91                     sf                 GSCMC
92                     sf                 GCFP
93                     sf                 GCFP
94                     sf                 GSCMC
95                     sf                 GCFP
96                     sf                 GCFP
97                     sf                 GSCMC
98                     sf                 GCFP
99                     sf                 GCFP
100                    sf                 GSCMC
101                    Units              GSCMC
102                    sf                 GCFP
103                    sf                 GSCMC
104                    Units              GSCMC
105                    sf                 GSCMC
106                    sf                 GSCMC
107                    sf                 GCFP
108                    sf                 GCFP
109                    sf                 GCFP
110                    sf                 GSCMC
111                    sf                 GCFP
112                    sf                 GCFP
113                    Units              GSCMC
114                    Rooms              GCFP
115                    sf                 GSCMC
116                    sf                 GSCMC
117                    sf                 GSCMC
118                    sf                 GCFP
119                    sf                 GCFP
120                    sf                 GSCMC
121                    sf                 GSCMC
122                    sf                 GSCMC
123                    sf                 GSCMC
124                    sf                 GSCMC
125                    sf                 GSCMC
126                    sf                 GCFP
127                    sf                 GCFP
128                    sf                 GSCMC
129                    sf                 GSCMC

130                    sf                 GSCMC

131                    sf                 GCFP
132                    sf                 GCFP
133                    sf                 GCFP
134                    sf                 GCFP
</TABLE>


<PAGE>

                                  SCHEDULE VII

                             PRIMARY SERVICED LOANS

                                      None

<PAGE>

                                  SCHEDULE VIII

                  CLASS A-AB PLANNED PRINCIPAL BALANCE SCHEDULE

                Period   Month of Payment Date   Balance ($)
                ------   ---------------------   --------------
                  1           August 2006        125,000,000.00
                  2         September 2006       125,000,000.00
                  3          October 2006        125,000,000.00
                  4          November 2006       125,000,000.00
                  5          December 2006       125,000,000.00
                  6          January 2007        125,000,000.00
                  7          February 2007       125,000,000.00
                  8           March 2007         125,000,000.00
                  9           April 2007         125,000,000.00
                 10            May 2007          125,000,000.00
                 11            June 2007         125,000,000.00
                 12            July 2007         125,000,000.00
                 13           August 2007        125,000,000.00
                 14         September 2007       125,000,000.00
                 15          October 2007        125,000,000.00
                 16          November 2007       125,000,000.00
                 17          December 2007       125,000,000.00
                 18          January 2008        125,000,000.00
                 19          February 2008       125,000,000.00
                 20           March 2008         125,000,000.00
                 21           April 2008         125,000,000.00
                 22            May 2008          125,000,000.00
                 23            June 2008         125,000,000.00
                 24            July 2008         125,000,000.00
                 25           August 2008        125,000,000.00
                 26         September 2008       125,000,000.00
                 27          October 2008        125,000,000.00
                 28          November 2008       125,000,000.00
                 29          December 2008       125,000,000.00
                 30          January 2009        125,000,000.00
                 31          February 2009       125,000,000.00
                 32           March 2009         125,000,000.00
                 33           April 2009         125,000,000.00
                 34            May 2009          125,000,000.00
                 35            June 2009         125,000,000.00
                 36            July 2009         125,000,000.00
                 37           August 2009        125,000,000.00
                 38         September 2009       125,000,000.00
                 39          October 2009        125,000,000.00
                 40          November 2009       125,000,000.00
                 41          December 2009       125,000,000.00
                 42          January 2010        125,000,000.00
                 43          February 2010       125,000,000.00
                 44           March 2010         125,000,000.00
                 45           April 2010         125,000,000.00
                 46            May 2010          125,000,000.00
                 47            June 2010         125,000,000.00
                 48            July 2010         125,000,000.00
                 49           August 2010        125,000,000.00
                 50         September 2010       125,000,000.00
                 51          October 2010        125,000,000.00
                 52          November 2010       125,000,000.00
                 53          December 2010       125,000,000.00
                 54          January 2011        125,000,000.00
                 55          February 2011       125,000,000.00
                 56           March 2011         125,000,000.00
                 57           April 2011         125,000,000.00
                 58            May 2011          125,000,000.00
                 59            June 2011         125,000,000.00
                 60            July 2011         125,000,000.00
                 61           August 2011        125,000,000.00
                 62         September 2011       125,000,000.00
                 63          October 2011        125,000,000.00
                 64          November 2011       124,999,158.38
                 65          December 2011       122,557,749.24
                 66          January 2012        120,406,203.01
                 67          February 2012       118,243,871.18
                 68           March 2012         115,468,585.17
                 69           April 2012         113,281,396.63
                 70            May 2012          110,782,988.76
                 71            June 2012         108,572,251.14
                 72            July 2012         106,050,936.83
                 73           August 2012        103,806,282.46
                 74         September 2012       101,550,416.36
                 75          October 2012         99,005,494.67
                 76          November 2012        96,743,829.60
                 77          December 2012        94,313,327.01
                 78          January 2013         92,165,833.20
                 79          February 2013        89,996,702.01
                 80           March 2013          86,824,600.14
                 81           April 2013          84,526,248.15
                 82            May 2013           81,920,720.78
                 83            June 2013          79,588,424.72
                 84            July 2013          76,947,097.35
                 85           August 2013         74,605,711.34
                 86         September 2013        72,180,723.78
                 87          October 2013         69,451,336.24
                 88          November 2013        67,000,755.32
                 89          December 2013        64,246,473.60
                 90          January 2014         61,770,041.63
                 91          February 2014        59,281,335.66
                 92           March 2014          55,909,325.18
                 93           April 2014          53,391,386.96
                 94            May 2014           50,571,587.81
                 95            June 2014          48,027,119.86
                 96            July 2014          45,181,515.70
                 97           August 2014         42,597,777.28
                 98         September 2014        40,001,280.51
                 99          October 2014         37,104,728.14
                 100         November 2014        34,481,036.21
                 101         December 2014        31,558,031.55
                 102         January 2015         28,906,870.51
                 103         February 2015        26,242,606.95
                 104          March 2015          22,710,069.00
                 105          April 2015          20,014,984.34
                 106           May 2015           17,022,536.96
                 107           June 2015           9,006,952.34
                 108           July 2015           5,998,519.66
                 109          August 2015          1,666,002.41
                 110        September 2015                 0.00

<PAGE>

                                   SCHEDULE IX

                                  BROKER STRIPS

<TABLE>
<CAPTION>
                Mortgage                                 Broker                Broker Strip (bps)
-----------------------------------------   --------------------------------   ------------------
<S>                                         <C>                                <C>
                The Strip                          Pinnacle Financial                   5
    Johnson Medical Office Portfolio        Holliday, Fenoglio, Fowler, L.P.            2
   Louisville Medical Office Portfolio      Holliday, Fenoglio, Fowler, L.P.            4
Alexian Brothers Medical Office Portfolio   Holliday, Fenoglio, Fowler, L.P.            5
   Milestone South Retail Center Group       DePaul Real Estate Investment              5
</TABLE>

<PAGE>

                                   SCHEDULE X

                SPECIAL SERVICER EARNOUT/HOLDBACK MORTGAGE LOANS

          Loan ID Number              Mortgage Loan
          --------------              -------------
                13             The Mall at Turtle Creek
                19             Corporate Center
                25             Mohawk Hills Apartments
                31             88 Third Avenue
                36             Fremont Marriott
                44             Tequa Festival Marketplace
                54             Homewood Suites - Del Mar
                60             Hilton Garden Inn - Las Vegas
                89             Best Western - Charleston
                83             Water Tower Place
                91             Balmoral Centre
               106             Commerce Center
               115             Six Quebec

<PAGE>

                                   EXHIBIT A-1

                         FORM OF CLASS [A-1] CERTIFICATE

                       COMMERCIAL MORTGAGE TRUST 2006-GG7
             CLASS [A-1] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-GG7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

Pass-Through Rate: 5.74300%                Initial Certificate Principal Balance
                                           of this Certificate as of the Closing
                                           Date:
                                           $___________

Date of Pooling and Servicing Agreement:   Class Principal Balance of all the
July 1, 2006                               Class [A-1] Certificates as of the
                                           Closing Date:
                                           $____________

Cut-off Date:  (i) With respect to each    Aggregate unpaid principal balance of
Mortgage Loan included in the Trust that   the Mortgage Pool as of the Cut-off
pays on a Due Date in July, 2006, its Due  Date, after deducting payments of
Date in July, 2006 and (ii) with respect   principal due on or before such date:
to any other Mortgage Loan, July 6, 2006.  $3,611,656,138

Closing Date:  July 12, 2006

First Distribution Date:  August 10,
2006

Master Servicer: Midland Loan Services,    Trustee: LaSalle Bank National
Inc.                                       Association

Special Servicer:  LNR Partners, Inc.

Certificate No.  [A-1]-___                 CUSIP No.:  _____________

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., MIDLAND LOAN SERVICES, INC., LNR PARTNERS,
INC., LASALLE BANK NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), Midland Loan Services, Inc.,
as master servicer (the "Master Servicer," which term includes any successor
entity under the Agreement), LNR Partners, Inc., as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in August 2006. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
( in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By: __________________________________
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-1] Certificates referred to in the
within-mentioned Agreement.

Dated: _____________

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                          By: __________________________________
                                            Authorized Officer

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                          ______________________________________
                                          Signature by or on behalf of Assignor

                                          ______________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of ________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

            This  information  is  provided by  _______________________________,
the assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-2

                          FORM OF CLASS [X] CERTIFICATE

                       COMMERCIAL MORTGAGE TRUST 2006-GG7
             CLASS [X] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-GG7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

Pass-Through Rate:  0.03045% Variable      Initial Certificate Notional Amount
                                           of this Certificate as of the Closing
                                           Date:
                                           $____________

Date of Pooling and Servicing Agreement:   Class Notional Amount of all the
July 1, 2006                               Class [X] Certificates as of the
                                           Closing Date:
                                           $_____________

Cut-off Date: (i) With respect to each     Aggregate unpaid principal balance of
Mortgage Loan included in the Trust that   the Mortgage Pool as of the Cut-off
pays on a Due Date in July, 2006, its Due  Date, after deducting payments of
Date in July 2006 and (ii) with respect    principal due on or before such date:
to any other Mortgage Loan, July 6, 2006.  $3,611,656,138

Closing Date:  July 12, 2006

First Distribution Date:  August 10,
2006

Master Servicer:  Midland Loan Services,    Trustee:  LaSalle Bank National
Inc.                                        Association

Special Servicer:  LNR Partners, Inc.

Certificate No. [X]-___                     CUSIP No.:  _____________

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., MIDLAND LOAN SERVICES, INC., LNR PARTNERS,
INC., LASALLE BANK NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO
PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Greenwich Capital Commercial Funding Corp., as depositor
(the "Depositor," which term includes any successor entity under the Agreement),
Midland Loan Services, Inc., as master servicer (the "Master Servicer," which
term includes any successor entity under the Agreement), LNR Partners, Inc., as
special servicer (the "Special Servicer," which term includes any successor
entity under the Agreement) and LaSalle Bank National Association, as trustee
(the "Trustee," which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in August 2006. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with a Transfer of a Global Certificate for any Class
of Book-Entry Non Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax
Administrator, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.

            Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate, a Transferee of an interest herein that takes
delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

            Any interest in a Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions, provided that no
Regulation S Restricted Certificate may be transferred to a Person who wishes to
take delivery under Regulation S. A Regulation S Restricted Certificate is any
Certificate that is not rated in one of the four highest generic ratings
categories by a Rating Agency.

            Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

            Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.
The Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository, provided
that no Regulation S Restricted Certificate may be transferred to a Person who
wishes to take delivery under Regulation S.

            Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates being
transferred and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets,
Inc., Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith, Morgan
Stanley & Co. Incorporated, Wachovia Capital Markets, LLC, the Trustee, the
Master Servicer, the Special Servicer, the Tax Administrator, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [X] Certificates referred to in the
within-mentioned Agreement.

Dated: _____________

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                          By:___________________________________
                                             Authorized Officer

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                          ______________________________________
                                          Signature by or on behalf of Assignor

                                          ______________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of ________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

            This  information  is  provided by  _______________________________,
the assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-3

                         FORM OF CLASS [A-2] CERTIFICATE

                       COMMERCIAL MORTGAGE TRUST 2006-GG7
            CLASS [A-2] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-GG7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

Pass-Through Rate: 6.03200%, Subject to    Initial Certificate Principal Balance
the Weighted Average Net Mortgage Rate     of this Certificate as of the Closing
                                           Date:
                                           $____________

Date of Pooling and Servicing Agreement:   Class Principal Balance of all the
July 1, 2006                               Class  [A-2]  Certificates as of the
                                           Closing Date:
                                           $____________

Cut-off Date:  (i) With respect to each    Aggregate unpaid principal balance of
Mortgage Loan included in the Trust that   the Mortgage Pool as of the Cut-off
pays on a Due Date in July, 2006, its Due  Date, after deducting payments of
Date in July, 2006 and (ii) with respect   principal due on or before such date:
to any other Mortgage Loan, July 6, 2006.  $3,611,656,138

Closing Date:  July 12, 2006

First Distribution Date:  August 10,
2006

Master Servicer: Midland Loan Services,    Trustee: LaSalle Bank National
Inc.                                       Association

Special Servicer: LNR Partners, Inc.

Certificate No. [A-2]-___                  CUSIP No.:  _____________

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., MIDLAND LOAN SERVICES, INC., LNR PARTNERS,
INC., LASALLE BANK NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), Midland Loan Services, Inc.,
as master servicer (the "Master Servicer," which term includes any successor
entity under the Agreement), LNR Partners, Inc., as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in August 2006. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
( in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-2] Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                          By:___________________________________
                                             Authorized Officer

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                          ______________________________________
                                          Signature by or on behalf of Assignor

                                          ______________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of ________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

            This  information  is  provided by  _______________________________,
the assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-4

         FORM OF CLASS [A-3] [A-AB] [A-4] [A-1-A][A-M][A-J] CERTIFICATE

                       COMMERCIAL MORTGAGE TRUST 2006-GG7
   CLASS [A-3] [A-AB] [A-4][A-1-A] [A-M][A-J] COMMERCIAL MORTGAGE PASS-THROUGH
                                  CERTIFICATE,
                                 SERIES 2006-GG7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

Pass-Through Rate:  the Weighted Average    Initial Certificate Principal
Net Mortgage Rate                           Balance of this Certificate as of
                                            the Closing Date:
                                            $_______________

Date of Pooling and Servicing Agreement:    Class Principal Balance of all the
July 1, 2006                                Class [A-3] [A-AB] [A-4]
                                            [A-1-A][A-M] [A-J] Certificates as
                                            of the Closing Date:
                                            $____________

Cut-off Date: (i) With respect to each      Aggregate unpaid principal balance
Mortgage Loan included in the Trust that    of the Mortgage Pool as of the
pays on a Due Date in July, 2006, its Due   Cut-off Date, after deducting
due Date in July 2006 and (ii) with         payments of principal on or before
respect to any other Mortgage Loan,         such date: $3,611,656,138
July 6, 2006.

Closing Date:  July 12, 2006

First Distribution Date:  August 10, 2006

Master Servicer: Midland Loan Services,     Trustee: LaSalle Bank National
Inc.                                        Association

Special Servicer:  LNR Partners, Inc.

Certificate No. [A-3] [A-AB] [A-4][A-1-A]   CUSIP No.:  _____________
[A-M][A-J]-___

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., MIDLAND LOAN SERVICES, INC., LNR PARTNERS,
INC., LASALLE BANK NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), Midland Loan Services, Inc.,
as master servicer (the "Master Servicer," which term includes any successor
entity under the Agreement), LNR Partners, Inc., as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in August 2006. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-3][A-AB][A-4][A-1-A][A-M][A-J]
Certificates referred to in the within-mentioned Agreement.

Dated:  _____________

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                          By:___________________________________
                                             Authorized Officer

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                          ______________________________________
                                          Signature by or on behalf of Assignor

                                          ______________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of ________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

            This  information  is  provided by  _______________________________,
the assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-5

                  FORM OF CLASS [B] [C] [D] [E] [F] CERTIFICATE

                       COMMERCIAL MORTGAGE TRUST 2006-GG7
     CLASS [B] [C] [D] [E] [F] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-GG7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

Pass-Through Rate:  Weighted Average Net    Initial Certificate Principal
Mortgage Rate                               Balance of this Certificate as of
                                            the Closing Date:
                                            $_______________

Date of Pooling and Servicing Agreement:    Class Principal Balance of all the
July 1, 2006                                Class [B] [C] [D] [E] [F]
                                            Certificates as of the Closing Date:
                                            $____________

Cut-off Date: (i) With respect to each      Aggregate unpaid principal balance
Mortgage Loan included in the Trust that    of the Mortgage Pool as of the
pays on a Due Date in July, 2006, its Due   Cut-off Date, after deducting
Date in July 2006 and (ii) with respect to  payments of principal due on or
any other Mortgage Loan, July 6, 2006.      before such date: $3,611,656,138

Closing Date:  July 12, 2006

First Distribution Date:  August 10, 2006

Master Servicer: Midland Loan Services,     Trustee: LaSalle Bank National
Inc.                                        Association

Special Servicer:  LNR Partners, Inc.

Certificate No. [B] [C] [D] [E] [F]-___     CUSIP No.:  _____________

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., MIDLAND LOAN SERVICES, INC., LNR PARTNERS,
INC., LASALLE BANK NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), Midland Loan Services, Inc.,
as master servicer (the "Master Servicer," which term includes any successor
entity under the Agreement), LNR Partners, Inc., as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in August 2006. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [B][C][D][E][F] Certificates referred to in
the within-mentioned Agreement.

Dated:  _____________

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                          By:___________________________________
                                             Authorized Officer

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                          ______________________________________
                                          Signature by or on behalf of Assignor

                                          ______________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of ________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

            This  information  is  provided by  _______________________________,
the assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-6

                     FORM OF CLASS [G][H][J][K] CERTIFICATE

                       COMMERCIAL MORTGAGE TRUST 2006-GG7
           CLASS [G] [H] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-GG7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

Pass-Through Rate: Weighted Average Net    Initial Certificate Principal Balance
Mortgage Rate                              of this Certificate as of the Closing
                                           Date:
                                           $_______________

Date of Pooling and Servicing Agreement:   Class Principal Balance of all the
July 1, 2006                               Class [G] [H] [J][K]Certificates as
                                           of the Closing Date:
                                           $________________

Cut-off Date:  (i) With respect to each    Aggregate unpaid principal balance of
Mortgage Loan included in the Trust that   the Mortgage Pool as of the Cut-off
pays on a Due Date in July, 2006, its Due  Date, after deducting payments of
Date in July 2006 and (ii) with respect    principal due on or before such date:
to any other Mortgage Loan, July 6, 2006.  $3,611,656,138

Closing Date:  July 12, 2006

First Distribution Date:  August 10, 2006

Master Servicer:  Midland Loan Services,   Trustee:  LaSalle Bank National
Inc.                                       Association

Special Servicer:  LNR Partners, Inc.

Certificate No. [G][H][J][K]-___           CUSIP No.:  _____________

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., MIDLAND LOAN SERVICES, INC., LNR PARTNERS,
INC., LASALLE BANK NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO
PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), Midland Loan Services, Inc.,
as master servicer (the "Master Servicer," which term includes any successor
entity under the Agreement), LNR Partners, Inc., as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in August 2006. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with a Transfer of a Global Certificate for any Class
of Book-Entry Non-Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

            Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate, a Transferee of an interest herein that takes
delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

            Any interest in a Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions, provided that no
Regulation S Restricted Certificate may be transferred to a Person who wishes to
take delivery under Regulation S. A Regulation S Restricted Certificate is any
Certificate that is not rated in one of the four highest generic ratings
categories by a Rating Agency.

            Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

            Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.
The Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository, provided
that no Regulation S Restricted Certificate may be transferred to a Person who
wishes to take delivery under Regulation S.

            Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates being
transferred and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets,
Inc., Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith, Morgan
Stanley & Co. Incorporated, Wachovia Capital Markets, LLC, the Trustee, the
Master Servicer, the Special Servicer, the Tax Administrator, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [G][H][J][K] Certificates referred to in
the within-mentioned Agreement.

Dated:  _____________

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                          By:___________________________________
                                             Authorized Officer

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                          ______________________________________
                                          Signature by or on behalf of Assignor

                                          ______________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of ________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

            This  information  is  provided by  _______________________________,
the assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-7

              FORM OF CLASS [L] [M] [N] [O] [P] [Q] [S] CERTIFICATE

                       COMMERCIAL MORTGAGE TRUST 2006-GG7
 CLASS [L] [M] [N] [O] [P] [Q] [S] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-GG7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

Pass-Through Rate:  5.70600%, Subject to   Initial Certificate Principal Balance
the Weighted Average Net Mortgage Rate     of this Certificate as of the Closing
                                           Date:
                                           $_______________

Date of Pooling and Servicing Agreement:   Class Principal Balance of all the
July 1, 2006                               Class [L] [M] [N] [O] [P] [Q] [S]
                                           Certificates as of the Closing Date:
                                           $________________

Cut-off Date:  (i) With respect to each    Aggregate unpaid principal balance of
Mortgage Loan included in the Trust that   the Mortgage Pool as of the Cut-off
pays on a Due Date in July, 2006, its Due  Date, after deducting payments of
Date in July 2006 and (ii) with respect    principal due on or before such date:
to any other Mortgage Loan, July 6, 2006.  $3,611,656,138

Closing Date:  July 12, 2006

First Distribution Date:  August 10, 2006

Master Servicer: Midland Loan Services,    Trustee: LaSalle Bank National
Inc.                                       Association
Special Servicer:  LNR Partners, Inc.

Certificate No. [L] [M] [N] [O] [P] [Q]    CUSIP No.:  _____________
[S]-___

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., MIDLAND LOAN SERVICES, INC., LNR PARTNERS,
INC., LASALLE BANK NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), Midland Loan Services, Inc.,
as master servicer (the "Master Servicer," which term includes any successor
entity under the Agreement), LNR Partners, Inc., as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in August 2006. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with a Transfer of a Global Certificate for any Class
of Book-Entry Non-Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

            Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate, a Transferee of an interest herein that takes
delivery for a Class of Book-Entry Non-Registered Certificates shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

            Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets,
Inc., Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith, Morgan
Stanley & Co. Incorporated, Wachovia Capital Markets, LLC, the Trustee, the
Master Servicer, the Special Servicer, the Tax Administrator, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [L] [M] [N] [O] [P] [Q] [S] Certificates
referred to in the within-mentioned Agreement.

Dated:  _____________

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                          By:___________________________________
                                             Authorized Officer

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                          ______________________________________
                                          Signature by or on behalf of Assignor

                                          ______________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of ________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

            This  information  is  provided by  _______________________________,
the assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-8

                     FORM OF CLASS [R-I] [R-II] CERTIFICATES

                       COMMERCIAL MORTGAGE TRUST 2006-GG7
        CLASS [R-I] [R-II] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-GG7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

Date of Pooling and Servicing Agreement:   Percentage Interest evidenced by this
July 1, 2006                               Certificate in the related Class:
                                           ___%

Cut-off Date: (i) With                     Aggregate unpaid principal balance of
respect to each Mortgage Loan included     the Mortgage Pool as of the Cut-off
in the Trust that pays on a Due Date in    Date, after deducting payments of
July, 2006, its Due Date in July 2006      principal due on or before such date:
and (ii) with respect to any other         $3,611,656,138
Mortgage Loan, July 6, 2006.

Closing Date: July 12, 2006

First Distribution Date: August 10,
2006

Master Servicer: Midland Loan Services,   Trustee: LaSalle Bank National
Inc.                                      Association

Special Servicer: LNR Partners, Inc.

Certificate No. [R-I] [R-II]-___          CUSIP No.:  _____________

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., MIDLAND LOAN SERVICES, INC., LNR PARTNERS,
INC., LASALLE BANK NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE"). CONSEQUENTLY, THE TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS
DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS
CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

            This certifies that _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Greenwich
Capital Commercial Funding Corp., as depositor (the "Depositor," which term
includes any successor entity under the Agreement), Midland Loan Services, Inc.,
as master servicer (the "Master Servicer," which term includes any successor
entity under the Agreement), LNR Partners, Inc., as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in August 2006. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a Transfer of this Certificate is to be made without registration
under the Securities Act, then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached as Exhibit F-1 to the
Agreement and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached as Exhibit F-2A to the Agreement; or (ii) an
Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, the Master Servicer,
the Special Servicer, the Tax Administrator, the Trustee or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Bear,
Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith, Morgan Stanley & Co.
Incorporated, Wachovia Capital Markets, LLC, the Trustee, the Master Servicer,
the Special Servicer, the Tax Administrator, the Certificate Registrar and their
respective Affiliates against any liability that may result if such Transfer is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. The Certificate Registrar shall refuse
to register the Transfer of a Definitive Non-Registered Certificate unless it
has received from the prospective Transferee a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan.

            Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, the
Certificate Registrar shall not register the Transfer of an Ownership Interest
in this Certificate to such proposed Transferee. In addition, the Certificate
Registrar shall not register the transfer of an Ownership Interest in this
Certificate to any entity classified as a partnership under the Code unless at
the time of transfer, all of its beneficial owners are United States Persons.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to Transfer its Ownership Interest
herein and (y) not to Transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Tax Administrator the following: (a) written confirmation from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause either REMIC Pool to (A) cease
to qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

            A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause either REMIC Pool to fail to qualify as a REMIC, (iii) a
Disqualified Non-United States Tax Person, (iv) a Disqualified Partnership or
(v) a United States Tax Person with respect to whom income is attributable to a
foreign permanent establishment or fixed base (within the meaning of any
applicable income tax treaty between the United States and any foreign
jurisdiction) of a United States Tax Person.

            A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iii) rural electric and telephone
cooperatives described in Section 1381 of the Code and (iv) any other Person so
designated by the Trustee or Tax Administrator based upon an opinion of counsel
that the holding of an Ownership Interest in a Residual Interest Certificate by
such Person may cause the Trust Fund 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 Interest 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.

            A "Disqualified Non-United States Tax Person" is, with respect to
any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury regulation section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulation section
1.860E-1(c)(4)(ii), as a Holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Interest Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Residual Interest Certificate will not be disregarded for
United States federal income tax purposes.

            A "Disqualified Partnership" is any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are Disqualified
Non-United States Tax Persons.

            A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust (or to the extent provided in the Treasury regulations,
if the trust was in existence on August 20, 1996 and elected to be treated as a
United States Person), all within the meaning of Section 7701(a)(30) of the
Code.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates are reduced to zero.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [R-I] [R-II] Certificates referred to in
the within-mentioned Agreement.

Dated:  _____________

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                          By:___________________________________
                                             Authorized Officer

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                          ______________________________________
                                          Signature by or on behalf of Assignor

                                          ______________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of ________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

            This  information  is  provided by  _______________________________,
the assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-9

                         FORM OF CLASS [V] CERTIFICATES

                       COMMERCIAL MORTGAGE TRUST 2006-GG7
             CLASS [V] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-GG7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

Date of Pooling and Servicing Agreement:    Percentage Interest evidenced by
July 1, 2006                                this Certificate in the related
                                            Class: ___%

Cut-off Date: (i) With                      Aggregate unpaid principal balance
respect to each Mortgage Loan included      of the Mortgage Pool as of the
in the Trust that pays on a Due Date in     Cut-off Date, after deducting
July, 2006, its Due Date in July 2006       payments of principal due on or
and (ii) with respect to any other          before such date:
Mortgage Loan, July 6, 2006.                $3,611,656,138

Closing Date: July 12, 2006

First Distribution Date: August 10, 2006

Master Servicer: Midland Loan Services,     Trustee: LaSalle Bank National
Inc.                                        Association

Special Servicer: LNR Partners, Inc.

Certificate No. [V]-___

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., MIDLAND LOAN SERVICES, INC., LNR PARTNERS,
INC., LASALLE BANK NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOAN SUBJECT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

            This certifies that ________________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Class V Certificates. The Trust was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Greenwich Capital Commercial Funding
Corp. as depositor (the "Depositor", which term includes any successor entity
under the Agreement), Midland Loan Services, Inc., as master servicer (the
"Master Servicer", which term includes any successor entity under the
Agreement), LNR Partners, Inc. as special servicer (the "Special Servicer",
which term includes any successor entity under the Agreement) and LaSalle Bank
National Association as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in August 2006. During any given month, the payment date
will be the 10th day of the month, or if such 10th day is not a Business Day,
then the Business Day immediately following such 10th day, provided that the
payment date will be at least 4 Business Days following the Determination Date
(each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (or, in the case of the first
Distribution Date, at the close of business on the Closing Date specified above)
(in any event, the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

            This Certificate is entitled only to certain additional interest (if
any) received in respect of the ARD Loan subject to the terms of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a Transfer of this Certificate is to be made without registration
under the Securities Act, then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached as Exhibit F-1 to the
Agreement and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached either as Exhibit F-2A to the Agreement or as
Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel satisfactory to the
Trustee to the effect that such Transferee is an Institutional Accredited
Investor or a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, the Master Servicer,
the Special Servicer, the Tax Administrator, the Trustee or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Tax
Administrator, the Certificate Registrar and their respective Affiliates against
any liability that may result if such Transfer is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. The Certificate Registrar shall refuse
to register the Transfer of this Certificate unless it has received from the
prospective Transferee a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder at a price determined as provided in the Agreement of
all Mortgage Loans and any REO Properties remaining in the Trust. The Agreement
permits, but does not require, the Depositor, the Master Servicer, the Special
Servicer or any Controlling Class Certificateholder to purchase from the Trust
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Trust Balance
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holders
of Certificates shall be conclusive and binding on such Holders and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. No Voting Rights shall be
allocated to the Class V, Class R-I or Class R-II Certificates. The Agreement
also permits the amendment thereof, in certain circumstances, including any
amendment necessary to maintain the status of either REMIC Pool as a REMIC,
without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate 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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                          By:___________________________________
                                             Authorized Officer

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                          ______________________________________
                                          Signature by or on behalf of Assignor

                                          ______________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of ________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

            This  information  is  provided by  _______________________________,
the assignee named above, or __________________________________, as its agent.

<PAGE>

                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7


[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
135 S. LaSalle Street Suite 1625                      Prior Payment:         N/A
Chicago, IL 60603                                     Next Payment:    12-Sep-06
USA                                                   Record Date:     31-Jul-06

                                 ABN AMRO Acct:

Administrator:                                         Analyst:
Daniel Laz 312.992.2191                                Patrick Gong 714.259.6253
daniel.laz@abnamro.com                                  patrick.gong@abnamro.com

                       Reporting Package Table of Contents

Issue Id:                            SAMPGCCF
Monthly Data File Name: SAMPGCCF_200608_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:               12-Jul-2006


First Payment Date:


Rated Final Payment Date:

Determination Date:

         Trust Collection Period


                           Parties to the Transaction

                                 Depositor Greenwich Capital Commercial
                                           Funding Corp.

                           Master Servicer Midland Loan Services, Inc.

                             Rating Agency Moody's Investors Service,
                                           Inc./Standard & Poor's Ratings
                                           Services

                          Special Servicer LNR Partners, Inc.

                                   Trustee ABN AMRO LaSalle Bank N.A.

                               Underwriter Bear Stearns & Co. Inc./Goldman
                                           Sachs & Co/Greenwich Capital
                                           Markets, Inc./Merrill Lynch,
                                           Pierce, Fenner & Smith
                                           Incorporated/Morgan Stanley & Co.
                                           Incorporated/Wachovia Capital
                                           Markets, LLC


       Information is available for this issue from the following sources

LaSalle Web Site                                                www.etrustee.net

Servicer Website                                               www.midlandls.com

LaSalle Factor Line                                               (800) 246-5761


                                                                    Page 1 of 23

<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06


                                 ABN AMRO Acct:

<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

                                                                Total P&I Payment
</TABLE>

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


                                                                    Page 2 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7


[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                           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                                                                       0.00
                                                            --------------------
Less Fees Paid to Servicer                                                  0.00
Less Fee Strips Paid by Servicer                                            0.00
                                                            --------------------
Less Fees & Expenses Paid By/To Servicer                                    0.00
                                                            --------------------

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
Advanced Scheduled Principal                                                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                                                  0.00         0
Scheduled Principal                                             0.00         0
Unscheduled Principal                                           0.00         0
Deferred Interest                                               0.00         0
Liquidations                                                    0.00         0
Repurchases                                                     0.00         0
                                                            ---------   --------
Ending Pool                                                     0.00         0
                                                            ---------   --------


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



                                                                    Page 3 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                       Bond Interest Reconciliation Detail

<TABLE>
<CAPTION>
                                                                                                          Current    Remaining
           Accrual                    Accrued       Total         Total     Distributable   Interest      Period    Outstanding
        -------------   Pass Thru   Certificate   Interest      Interest     Certificate     Payment     Shortfall   Interest
Class   Method   Days     Rate       Interest     Additions    Deductions      Interest      Amount      Recovery    Shorfalls
-----   ------   ----   ---------   -----------   ---------    ----------   -------------   --------     --------   -----------
<S>     <C>      <C>    <C>         <C>           <C>          <C>          <C>             <C>          <C>        <C>

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

<CAPTION>

                 Credit
                 Support
        --------------------------
Class    Original      Current (1)
-----   --------------------------
<S>     <C>            <C>

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

</TABLE>

(1)   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 all classes which are not subordinate to the class divided by (A).


                                                                    Page 4 of 23
<PAGE>


                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                       Bond Interest Reconciliation Detail

<TABLE>
<CAPTION>

                                                               Additions
                              ----------------------------------------------------------------------------
          Prior     Current                                                                      Other
        Interest   Interest   Prior Interest    Interest Accrual   Prepayment      Yield        Interest
Class   Due Date   Due Date   Shortfalls Due   on Prior Shortfall   Premiums    Maintenance   Proceeds (1)
-----   --------   ---------  --------------   ------------------  ----------   -----------   ------------
<S>     <C>        <C>        <C>              <C>                 <C>          <C>           <C>


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


<CAPTION>


                      Deductions
          ---------------------------------
                      Deferred &              Distributable   Interest
          Allocable   Accretion    Interest    Certificate    Payment
Class       PPIS       Interest    Loss/Exp   Interest (2)     Amount
-----     ---------   ----------   --------   -------------   --------
<S>       <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 Bondholder's
      Distributable Interest.


                                                                    Page 5 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06


                                 ABN AMRO Acct:

                          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 by/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:
-----------------------------------------------------------

Other 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 Allocated to the Bonds                            0.00
                                                      ---------------------
Total Interest Adjustment to the Bonds                                 0.00
                                                      =====================



                                                                    Page 6 of 23
<PAGE>


                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

          Asset Backed Facts ~ 15 Month Historical Loan Status Summary

<TABLE>
<CAPTION>
                                    Delinquency Aging Categories                                Special Event Categories (1)
              -------------------------------------------------------------------------  -------------------------------------------
                 Delinq         Delinq         Delinq                                                     Specially
                 1 Month       2 Months       3+ Months     Foreclosure        REO       Modifications    Serviced      Bankruptcy
Distribution  -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Date       #    Balance   #    Balance   #    Balance   #    Balance   #    Balance   #    Balance   #    Balance   #    Balance
------------  ----  -------  ----  -------  ----  -------  ----  -------  ----  -------  ----  -------  ----  -------  ----  -------
<S>           <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>




</TABLE>
`
(1)   Modification, Specially Serviced & Bankruptcy Totals are Included in the
      Appropriate Delinquency Aging Category.


                                                                    Page 7 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

          Asset Backed Facts ~ 15 Month Historical Payoff/Loss Summary

<TABLE>
<CAPTION>
                     Ending                                    Appraisal    Liquidations     Realized     Remaining        Curr
                    Pool (1)     Payoffs (2)    Penalties     Reduct. (2)       (2)         Losses (2)       Term      Weighted Avg.
 Distribution    -------------  -------------  ------------  -------------  -------------  ------------  ------------  -------------
     Date         #    Balance   #    Balance   #    Amount   #    Balance   #    Balance   #    Amount      Life      Coupon  Remit
---------------  ----  -------  ----  -------  ----  ------  ----  -------  ----  -------  ----  ------  ------------  ------  -----
<S>              <C>   <C>      <C>   <C>      <C>   <C>     <C>   <C>      <C>   <C>      <C>   <C>     <C>   <C>     <C>     <C>




</TABLE>


                                                                    Page 8 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                          Mortgage Loan Characteristics



                       Distribution of Principal Balances

<TABLE>
<CAPTION>
                                                                           Weighted Average
                                          # of    Scheduled    % of      --------------------
Current Scheduled Balances                Loans    Balance    Balance    Term   Coupon   DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
Average Scheduled Balance
Maximum Scheduled Balance                     (9,999,999,999)
Minimum Scheduled Balance                      9,999,999,999
</TABLE>

                Distribution of Remaining Term (Fully Amortizing)

<TABLE>
<CAPTION>
                                                                           Weighted Average
                                          # of    Scheduled    % of      --------------------
Fully Amortizing Mortgage Loans           Loans    Balance    Balance    Term   Coupon   DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

                     Distribution of Mortgage Interest Rates

<TABLE>
<CAPTION>
                                                                           Weighted Average
                                          # of    Scheduled    % of      --------------------
Current Mortgage Interest Rate            Loans    Balance    Balance    Term   Coupon   DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
Minimum Mortgage Interest Rate ,900.000%
Maximum Mortgage Interest Rate ,900.000%
</TABLE>

                    Distribution of Remaining Term (Balloon)

<TABLE>
<CAPTION>
                                                                             Weighted Average
                                          # of    Scheduled    % of      ------------------------
Balloon Mortgage Loans                    Loans    Balance    Balance    Term   Coupon   PFY DSCR
---------------------------------------   -----   ---------   -------    ----   ------   --------
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>




---------------------------------------   -----   ---------   -------    ----   ------   --------
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   --------
</TABLE>



                                                                    Page 9 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                          Mortgage Loan Characteristics



                           Distribution of DSCR (PFY)

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Debt Service Coverage Ratio               Loans    Balance    Balance    WAMM    WAC     PFY DSCR
---------------------------------------   -----   ---------   -------    ----   ------   --------
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   --------
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   --------
Maximum DSCR        0.000
Minimum DSCR        0.000
</TABLE>


                          Distribution of DSCR (Cutoff)

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Debt Service Coverage Ratio               Loans    Balance    Balance    WAMM    WAC     PFY DSCR
---------------------------------------   -----   ---------   -------    ----   ------   --------
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   --------
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   --------
Maximum DSCR        0.00
Minimum DSCR        0.00
</TABLE>

                             Geographic Distribution

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Geographic Location                       Loans    Balance    Balance    WAMM    WAC     PFY DSCR
---------------------------------------   -----   ---------   -------    ----   ------   --------
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   --------
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   --------
</TABLE>



                                                                   Page 10 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                          Mortgage Loan Characteristics


                         Distribution of Property Types

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Property Types                            Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>


                        Distribution of Amortization Type

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Amortization Type                         Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

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

---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>


                         Distribution of Loan Seasoning

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Number of Years                           Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>


                       Distribution of Year Loans Maturing

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Year                                      Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>
2006                                        0         0        0.00%      0     0.00%    0.00
2007                                        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
2017 & Longer                               0         0        0.00%      0     0.00%    0.00




---------------------------------------   -----   ---------   -------    ----   ------   ----
                                            0         0        0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>



                                                                   Page 11 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                             Delinquent Loan Detail

<TABLE>
<CAPTION>
                Paid                 Outstanding   Out. Property                        Special
 Disclosure     Thru   Current P&I       P&I        Protection      Loan Status         Servicer      Foreclosure   Bankruptcy  REO
  Control #     Date     Advance     Advances**      Advances         Code (1)       Transfer Date       Date          Date     Date
-------------   ----   -----------   -----------   -------------   --------------    -------------   -----------   ----------   ----
<S>             <C>    <C>           <C>           <C>             <C>               <C>             <C>           <C>          <C>







Total
</TABLE>

A.    In Grace Period

B.    Late Payment but < 1 month delinq

1.    delinq. 1 month

2.    delinq. 2 months

3.    delinq. 3 + months

4.    Performing Matured Balloon

5.    Non Performing Matured Balloon

7.    Foreclosure

9.    REO

**    Outstanding P&I Advances include the current period P&I Advances and may
      include Servicer and Trust Advances.


                                                                   Page 12 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7


[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                                Loan Level Detail

<TABLE>
<CAPTION>
                                                  Operating               Ending
Disclosure           Property   Maturity   PFY    Statement     Geo.     Principal   Note   Scheduled   Prepayment
Control #    Group     Type       Date     DSCR     Date      Location    Balance    Rate      P&I        Amount
----------   -----   --------   --------   ----   ---------   --------   ---------   ----   ---------   ----------
<S>          <C>     <C>        <C>        <C>    <C>         <C>        <C>         <C>    <C>         <C>

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

<CAPTION>

                           Loan
Disclosure   Prepayment   Status
Control #       Date      Code(1)
----------   ----------   -------
<S>           <C>         <C>

----------   ----------   -------
</TABLE>

*     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

B.    late Payment but < 1 month delinq

1.    Delinquent 1 month

2.    Delinquent 2 months

3.    Delinquent 3+ months

4.    Performing Matured Balloon                7.    Foreclosure

5.    Non Performing Matured Balloon            9.    REO



                                                                   Page 13 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7


[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                              Realized Loss Detail

<TABLE>
<CAPTION>
                                                                              Gross                                 Net
                                                                            Proceeds                             Proceeds
                                                       Beginning            as a % of   Aggregate       Net       as a %
                     Disclosure  Appraisal  Appraisal  Scheduled   Gross      Sched    Liquidation  Liquidation  of Sched.  Realized
      Period         Control #     Date       Value     Balance   Proceeds  Principal  Expenses *    Proceeds     Balance     Loss
-------------------  ----------  ---------  ---------  ---------  --------  ---------  -----------  -----------  ---------  --------
<S>                  <C>         <C>        <C>        <C>        <C>       <C>        <C>          <C>          <C>        <C>

-------------------  ----------  ---------  ---------  ---------  --------  ---------  -----------  -----------  ---------  --------
Current Total

Cumulative
</TABLE>

*     Aggregate liquidation expenses also include outstanding P&I advances and
      unpaid servicing fees, unpaid trustee fees, etc.



                                                                   Page 14 of 23
<PAGE>


                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06


                                 ABN AMRO Acct:

                  Bond/Collateral Realized Loss Reconciliation



<TABLE>
<CAPTION>
                                                                                                       Interest
                          Beginning                                                                   (Shortages)/
                        Balance of the    Aggregate      Prior Realized       Amounts Covered by    Excesses applied
Prospectus                 Loan at      Realized Loss    Loss Applied to    Overcollateralization     to Realized
    ID        Period     Liquidation      on Loans        Certificates        and other Credit           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 - 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



                                                                   Page 15 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                           Appraisal Reduction Detail

<TABLE>
<CAPTION>

                                                                                 Remaining Term
 Disclosure    Appraisal  Scheduled   ARA    Current P&I        Note  Maturity  ----------------  Property    Geographic
  Control #    Red. Date   Balance   Amount    Advance    ASER  Rate    Date          Life          Type       Location
-------------  ---------  ---------  ------  -----------  ----  ----  --------  ----------------  --------  -------------
<S>            <C>        <C>        <C>     <C>          <C>   <C>   <C>       <C>               <C>       <C>

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


<CAPTION>


                       Appraisal
 Disclosure           -----------
  Control #     DSCR  Value  Date
-------------   ----  -----  ----
<S>             <C>   <C>    <C>

-------------   ----  -----  ----
</TABLE>


                                                                   Page 16 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06


                                 ABN AMRO Acct:

              Material Breaches and Material Document Defect Detail


<TABLE>
<CAPTION>
                   Ending        Material
                  Principal       Breach
Disclosure         Balance         Date         Material Breach and Material Document Defect
Control #                                                        Description

------------------------------------------    -----------------------------------------------
<S>               <C>            <C>            <C>



</TABLE>


Material breaches of pool asset representation or warranties or transaction
covenants.



                                                                   Page 17 of 23
<PAGE>


                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

                  Historical Collateral Level Prepayment Report

<TABLE>
<CAPTION>
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>




                                Current

                                Cumulative
</TABLE>



                                                                   Page 18 of 23
<PAGE>


                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7

[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

            Specially Serviced (Part I) ~ Loan Detail (End of Period)

<TABLE>
<CAPTION>
               Servicing                                                         Remaining Term
 Disclosure       Xfer      Loan Status         Balance        Note   Maturity   --------------   Property     Geo.
  Control #       Date       Code (1)     Scheduled   Actual   Rate     Date          Life          Type     Location
------------   ---------    -----------   ---------   ------   ----   --------   --------------   --------   --------
<S>            <C>          <C>           <C>         <C>      <C>    <C>        <C>              <C>          <C>



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


<CAPTION>


 Disclosure                                 NOI
  Control #       NOI         DSCR         Date
------------   ---------    ---------    ---------
<S>            <C>          <C>          <C>
               Not Avail    Not Avail    Not Avail



------------   ---------    ---------    ---------
</TABLE>

(1)   Legend:

A.    P&I Adv - in Grace Period

B.    P&I Adv - < 1 month delinq.

1.    P&I Adv - delinquent 1 month

2.    P&I Adv - delinquent 2 months

3.    P&I Adv - delinquent 3+ months

4.    Mat. Balloon/Assumed P&I

5.    Non Performing Mat. Balloon

7.    Foreclosure

9.    REO



                                                                   Page 19 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7


[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06

                                 ABN AMRO Acct:

          Specially Serviced Loan Detail (Part II) ~ Servicer Comments

Disclosure   Resolution
Control #     Strategy                           Comments
----------   ----------   ------------------------------------------------------

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



                                                                   Page 20 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7


[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06


                                 ABN AMRO Acct:

                           Maturity Extension Summary

<TABLE>

<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>


                                                                   Page 21 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7


[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06


                                 ABN AMRO Acct:

                               Rating Information

<TABLE>
<CAPTION>

                             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>


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


<CAPTION>

<S>     <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>


                                                                   Page 22 of 23
<PAGE>

                   Greenwich Capital Commerical Funding Corp.
                       Commercial Mortgage Trust 2006-GG7
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-GG7


[LOGO] LaSalle Bank
       ABN AMRO                                       Statement Date:  11-Aug-06
                                                      Payment Date:    11-Aug-06
                                                      Prior Payment:         N/A
                                                      Next Payment:    12-Sep-06
                                                      Record Date:     31-Jul-06


                                 ABN AMRO Acct:

                                     Legend

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

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.




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


                                                                   Page 23 of 23
<PAGE>

                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION

To the parties listed on the attached Schedule A

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage Pass
                  Through Certificates, Series 2006-GG7 (the "Certificates")
                  --------------------------------------------------------------

Ladies and Gentlemen:

            Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of July 1, 2006, relating to the above-referenced Certificates (the
"Agreement"), LaSalle Bank National Association, in its capacity as trustee (the
"Trustee"), hereby certifies as to each Mortgage Loan subject as of the date
hereof to the Agreement (except as identified in the exception report attached
hereto) that: (i) all documents specified in clauses (a)(i) through (a)(v),
(a)(vii) and (a)(viii) (without regard to the second parenthetical in such
clause (a)(viii)) of the definition of "Mortgage File", are in its possession or
the possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Agreement has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents);
(iii) all documents received by it or any Custodian with respect to such
Mortgage Loan have been reviewed by it or by such Custodian on its behalf and
(A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
of the Agreement and in this Certification and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (v) and (vi)(B) of the definition of "Mortgage
Loan Schedule" accurately reflects the information set forth in the Mortgage
File.

            Neither the Trustee nor any Custodian is under any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Loans delivered to it to determine
that the same are valid, legal, effective, genuine, binding, enforceable,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face. Furthermore, neither the Trustee nor
any Custodian shall have any responsibility for determining whether the text of
any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of
any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction. In performing the review contemplated herein, the
Trustee or any Custodian may rely on the Depositor as to the purported
genuineness of any such document and any signature thereon.

            Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Agreement.

                                          Respectfully,

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>

                                   Schedule A

Greenwich Capital Commercial Funding Corp.
Greenwich Capital Financial Products, Inc.
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT  06830

Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004

Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179

Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center, 16th Floor
New York, New York 10080

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036

Wachovia Capital Markets, LLC
301 South College Street
Charlotte, NC 28288

Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, NY 10007

Standard & Poor's Rating Services,
   a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st Floor
New York, NY 10041-0003

Midland Loan Services, Inc.
10851 Mastin Street, Building 82, Suite 300,
Overland Park, KS 66210

LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, FL 33139

<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
            Mortgage Trust 2006-GG7

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
                  Pass-Through Certificates, Series 2006-GG7
                  ---------------------------------------------------------

            In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Pooling and Servicing Agreement"), by
and among Greenwich Capital Commercial Funding Corp. as depositor, the
undersigned as master servicer (the "Master Servicer"), LNR Partners, Inc. as
special servicer (the "Special Servicer") and you as trustee (the "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.

            Property Name:______________________________________________________

            Address:____________________________________________________________

            Control 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 undersigned hereby
                        certifies that all amounts received in connection with
                        the Mortgage Loan that are required to be credited to
                        the Custodial Account pursuant to the Pooling and
                        Servicing Agreement, have been or will be so credited.

      ______      2.    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.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                          MIDLAND LOAN SERVICES, INC.

                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                   -----------


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
            Mortgage Trust 2006-GG7

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
                  Pass-Through Certificates, Series 2006-GG7
                  ---------------------------------------------------------

      In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of July 1, 2006 (the "Pooling and Servicing Agreement"), by and among
Greenwich Capital Commercial Funding Corp. as depositor, Midland Loan Services,
Inc. as master servicer (the "Master Servicer"), the undersigned as special
servicer (the "Special Servicer") and you as trustee (the "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.

            Property Name:______________________________________________________

            Address:____________________________________________________________

            Control 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 undersigned hereby
                        certifies that all amounts received in connection with
                        the Mortgage Loan that are required to be credited to
                        the Custodial Account pursuant to the Pooling and
                        Servicing Agreement, have been or will be so credited.

      ______      2.    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 (or within such
longer period as we have indicated as part of our reason for the request),
unless the Mortgage Loan has been paid in full or otherwise liquidated, in which
case the Mortgage File (or such portion thereof) will be retained by us
permanently.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                          LNR PARTNERS, INC.

                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>

                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT

                        LOAN PAYMENT NOTIFICATION REPORT
                           as of _____________________

<TABLE>
<CAPTION>
     S4                   S55          S61       S58         P7         P8         P10
-------------------   ------------   --------   -----   ------------   ----   -------------

                       Short Name                                      Paid
                         (When       Property            Scheduled     Thru      Current
Prospectus ID         Appropriate)     Type     State   Loan Balance   Date   Interest Rate
-------------------   ------------   --------   -----   ------------   ----   -------------
<S>                   <C>            <C>        <C>     <C>            <C>    <C>
Scheduled Payments
Unscheduled Payment

Total:                                            $
<CAPTION>
     S4                 P11         P93           P97          Servicer Estimated Information
-------------------   --------   ----------   -----------   -------------------------------------
                                 Preceding
                                 Fiscal Yr.                               Expected     Expected
                      Maturity      DSCR      Most Recent      Yield      Payment    Distribution
Prospectus ID           Date        NCR        DSCR NCF     Maintenance     Date         Date
-------------------   --------   ----------   -----------   -----------   --------   ------------
<S>                   <C>        <C>          <C>           <C>           <C>        <C>
Scheduled Payments
Unscheduled Payment

Total:
</TABLE>

The Borrower has only requested the information to pay-off. This does not
indicate a definite payment.

<PAGE>

                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
            Mortgage Trust 2006-GG7

      Re:   Greenwich Capital Commercial Funding Corp., as depositor, Commercial
            Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through
            Certificates, Series 2006-GG7, Class _____, [having an initial
            aggregate [Certificate Principal Balance] [Certificate Notional
            Amount] as of July 12, 2006 (the "Closing Date") of $__________]
            [representing a ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of July 1, 2006, between Greenwich Capital
Commercial Funding Corp., as Depositor, Midland Loan Services, Inc., as Master
Servicer, LNR Partners, Inc., as Special Servicer and LaSalle Bank National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor, that:

            1. The Transferor is the lawful owner of the Transferred
     Certificates with the full right to transfer such Certificates free from
     any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in a
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of the Transferred
     Certificates under the Securities Act of 1933, as amended (the "Securities
     Act"), would render the disposition of the Transferred Certificates a
     violation of Section 5 of the Securities Act or any state securities laws,
     or would require registration or qualification of the Transferred
     Certificates pursuant to the Securities Act or any state securities laws.

                                          Very truly yours,

                                          ______________________________________
                                          (Transferor)

                                          By:___________________________________
                                          Name:
                                          Title:

<PAGE>

                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
              FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

Attention:  Global Securities and Trust Services--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
            Mortgage Trust 20065-GG7

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
                  Pass-Through Certificates, Series 2006-GG7, Class ___, [having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of July 12, 2006 (the
                  "Closing Date") of $__________] [representing a ____%
                  Percentage Interest in the subject Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to
________________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of July 1, 2006 among Greenwich Capital Commercial Funding Corp., as
Depositor, Midland Loan Services, Inc., as Master Servicer, LNR Partners, Inc.,
as Special Servicer and LaSalle Bank National Association, as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
      is being made in reliance on Rule 144A. The Transferee is acquiring the
      Transferred Certificates for its own account or for the account of another
      Qualified Institutional Buyer, and understands that such Transferred
      Certificates may be resold, pledged or transferred only (a) to a person
      reasonably believed to be a Qualified Institutional Buyer that purchases
      for its own account or for the account of another Qualified Institutional
      Buyer and to whom notice is given that the resale, pledge or transfer is
      being made in reliance on Rule 144A, or (b) pursuant to another exemption
      from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement and the Trust Fund created
      pursuant thereto, and (e) all related matters, that it has requested.

            3. If the Transferee proposes that the Transferred Certificates be
      registered in the name of a nominee, such nominee has completed the
      Nominee Acknowledgement below.

            4. Check one of the following:

               ______         The Transferee is a "U.S. Person" and it has
                              attached hereto an Internal Revenue Service
                              ("IRS") Form W-9 (or successor form).

               ______         The Transferee 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
                              Certificate Registrar (or its agent) with respect
                              to Distributions to be made on the Transferred
                              Certificate. The Transferee has attached hereto
                              (i) a duly executed IRS Form W-8BEN (or successor
                              form), which identifies such Purchaser as the
                              beneficial owner of the Transferred Certificate
                              and states that such Transferee is not a U.S.
                              Person, (ii) two duly executed copies of IRS Form
                              W-8IMY (and all appropriate attachment) or (iii)
                              two duly executed copies of IRS Form W-8ECI (or
                              successor form), which identify such Transferee as
                              the beneficial owner of the Transferred
                              Certificate and state that interest and original
                              issue discount on the Transferred Certificate is,
                              or is expected to be, effectively connected with a
                              U.S. trade or business. The Transferee agrees to
                              provide to the Certificate Registrar updated IRS
                              Form W-8BEN, IRS Form W-8IMY or IRS Form 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.

            For this purpose, "U.S. Person" means a citizen or resident of the
      United States for U.S. federal income tax purposes, a corporation,
      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 or any State thereof or the District of Columbia, or an
      estate the income of which is subject to U.S. federal income taxation
      regardless of its source or a trust if a court within the United States is
      able to exercise privacy supervision over the administration of the trust
      and one or more such U.S. Persons have the authority to control all
      substantial decisions of the 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).

                                          Very truly yours,

                                          ______________________________________
                                          (Transferee)

                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>

                             Nominee Acknowledgement

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                          ______________________________________
                                          (Nominee)

                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>


                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended, because (i) [the Transferee] [each of the Transferee's equity
      owners] owned and/or invested on a discretionary basis
      $______________________(1) in securities (other than the excluded
      securities referred to below) as of the end of such entity's most recent
      fiscal year (such amount being calculated in accordance with Rule 144A)
      and (ii) the Transferee satisfies the criteria in the category marked
      below.

      _____       Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

      _____       Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any state, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  state or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of a foreign bank or equivalent
                  institution.

      _____       Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a state or federal authority having
                  supervision over any such institutions, or is a foreign
                  savings and loan association or equivalent institution and (b)
                  has an audited net worth of at least $25,000,000 as
                  demonstrated in its latest annual financial statements, a copy
                  of which is attached hereto, as of a date not more than 16
                  months preceding the date of sale of the Transferred
                  Certificates in the case of a U.S. savings and loan
                  association, and not more than 18 months preceding such date
                  of sale in the case of a foreign savings and loan association
                  or equivalent institution.

      _____       Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

      _____       Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  state, U.S. territory or the District of Columbia.

      _____       State or Local Plan. The Transferee is a plan established and
                  maintained by a state, its political subdivisions, or any
                  agency or instrumentality of the state or its political
                  subdivisions, for the benefit of its employees.

      _____       ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

      _____       Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940.

      _____       QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

      _____       Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1)_____________________________
                  ______________________________________________________________
                  _____________________________________________________________.

            3. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee did not include (i) securities of issuers that are affiliated
      with such Person, (ii) securities that are part of an unsold allotment to
      or subscription by such Person, if such Person is a dealer, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee used the cost of such securities to such Person, unless such
      Person reports its securities holdings in its financial statements on the
      basis of their market value, and no current information with respect to
      the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of such Person, but only if such subsidiaries are consolidated with such
      Person in its financial statements prepared in accordance with generally
      accepted accounting principles and if the investments of such subsidiaries
      are managed under such Person's direction. However, such securities were
      not included if such Person is a majority-owned, consolidated subsidiary
      of another enterprise and such Person is not itself a reporting company
      under the Securities Exchange Act of 1934, as amended.

            5. The Transferee is familiar with Rule 144A and understands that
      the Transferor and other parties related to the Transferred Certificates
      are relying and will continue to rely on the statements made herein
      because one or more sales to the Transferee may be in reliance on Rule
      144A.

            ___   ___         Will the Transferee be purchasing the Transferred
            Yes   No          Certificates only for the Transferee's own
                              account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.

            8. Capitalized terms used but not defined herein have the respective
      meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
      to which the Transferred Certificates were issued.

                                          ______________________________________
                                          Print Name of Transferee

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Date:

----------

(1)   Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.

<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A ("Rule 144A") under the Securities
      Act of 1933, as amended, because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, and (ii) as marked below, the
      Transferee alone owned and/or invested on a discretionary basis, or the
      Transferee's Family of Investment Companies owned, at least $100,000,000
      in securities (other than the excluded securities referred to below) as of
      the end of the Transferee's most recent fiscal year. For purposes of
      determining the amount of securities owned by the Transferee or the
      Transferee's Family of Investment Companies, the cost of such securities
      was used, unless the Transferee or any member of the Transferee's Family
      of Investment Companies, as the case may be, reports its securities
      holdings in its financial statements on the basis of their market value,
      and no current information with respect to the cost of those securities
      has been published, in which case the securities of such entity were
      valued at market.

      ______      The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

      ______      The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the Transferor and other parties related to the Transferred Certificates
      are relying and will continue to rely on the statements made herein
      because one or more sales to the Transferee will be in reliance on Rule
      144A.

            ___   ___         Will the Transferee be purchasing the Transferred
            Yes   No          Certificates only for the Transferee's own
                              account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.

            8. Capitalized terms used but not defined herein have the respective
      meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
      to which the Transferred Certificates were issued.

                                          ______________________________________
                                          Print Name of Transferee or Adviser

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Date:

                                          IF AN ADVISER:

                                          ______________________________________
                                          Print Name of Transferee

                                          Date:

<PAGE>

                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
              FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

Attention:  Global Securities and Trust Services--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
            Mortgage Trust 2006-GG7

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
                  Pass-Through Certificates, Series 2006-GG7, Class
                  _____,[having an initial aggregate [Certificate Principal
                  Balance] [Certificate Notional Amount] as of July 12, 2006
                  (the "Closing Date") of $__________] [representing a ____%
                  Percentage Interest in the subject Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of July 1, 2006, between Greenwich Capital
Commercial Funding Corp., as Depositor, Midland Loan Services, Inc., as Master
Servicer, LNR Partners, Inc., as Special Servicer and LaSalle Bank National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor, that:

            1. The Transferee is acquiring the Transferred Certificates for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Transferred Certificates
      have not been and will not be registered under the Securities Act or
      registered or qualified under any applicable state securities laws, (b)
      none of the Depositor, the Trustee or the Certificate Registrar is
      obligated so to register or qualify the Class of Certificates to which the
      Transferred Certificates belong, and (c) neither a Transferred Certificate
      nor any security issued in exchange therefor or in lieu thereof may be
      resold or transferred unless it is (i) registered pursuant to the
      Securities Act and registered or qualified pursuant to any applicable
      state securities laws or (ii) sold or transferred in transactions which
      are exempt from such registration and qualification and the Certificate
      Registrar has received: (A) a certification from the Certificateholder
      desiring to effect such transfer substantially in the form attached as
      Exhibit F-1 to the Pooling and Servicing Agreement and a certification
      from such Certificateholder's prospective transferee substantially in the
      form attached either as Exhibit F-2A to the Pooling and Servicing
      Agreement or as Exhibit F-2B to the Pooling and Servicing Agreement; or
      (B) an opinion of counsel satisfactory to the Trustee with respect to,
      among other things, the availability of such exemption from registration
      under the Securities Act, together with copies of the written
      certification(s) from the transferor and/or transferee setting forth the
      facts surrounding the transfer upon which such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any Transferred Certificate or interest therein, except in
      compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      each Transferred Certificate will bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS
            DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
            HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
            ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
            5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a pledge, disposition or other transfer of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in any Transferred
      Certificate or any other similar security by means of general advertising
      or in any other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security, which (in the case of any of the acts
      described in clauses (a) through (e) above) would constitute a
      distribution of the Transferred Certificates under the Securities Act,
      would render the disposition of the Transferred Certificates a violation
      of Section 5 of the Securities Act or any state securities law or would
      require registration or qualification of the Transferred Certificates
      pursuant thereto. The Transferee will not act, nor has it authorized or
      will it authorize any person to act, in any manner set forth in the
      foregoing sentence with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security.

            5. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the Pooling and Servicing Agreement and the Trust Fund
      created pursuant thereto, (d) the nature, performance and servicing of the
      Mortgage Loans, and (e) all related matters, that it has requested.

            6. The Transferee is an "accredited investor" as defined in any of
      paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
      or an entity in which all of the equity owners come within such
      paragraphs. The Transferee has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks
      of an investment in the Transferred Certificates; the Transferee has
      sought such accounting, legal and tax advice as it has considered
      necessary to make an informed investment decision; and the Transferee is
      able to bear the economic risks of such investment and can afford a
      complete loss of such investment.

            7. If the Transferee proposes that the Transferred Certificates be
      registered in the name of a nominee, such nominee has completed the
      Nominee Acknowledgement below.

            8. Check one of the following:

               ______         The Transferee is a "U.S. Person" and it has
                              attached hereto an Internal Revenue Service
                              ("IRS") Form W-9 (or successor form).

               ______         The Transferee 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
                              Certificate Registrar (or its agent) with respect
                              to Distributions to be made on the Transferred
                              Certificate. The Transferee has attached hereto
                              (i) a duly executed IRS Form W-8BEN (or successor
                              form), which identifies such Purchaser as the
                              beneficial owner of the Transferred Certificate
                              and states that such Transferee is not a U.S.
                              Person, (ii) two duly executed copies of IRS Form
                              W-8IMY (and all appropriate attachment) or (iii)
                              two duly executed copies of IRS Form W-8ECI (or
                              successor form), which identify such Transferee as
                              the beneficial owner of the Transferred
                              Certificate and state that interest and original
                              issue discount on the Transferred Certificate is,
                              or is expected to be, effectively connected with a
                              U.S. trade or business. The Transferee agrees to
                              provide to the Certificate Registrar updated IRS
                              Form W-8BEN, IRS Form W-8IMY or IRS Form 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.

            For this purpose, "U.S. Person" means a citizen or resident of the
      United States for U.S. federal income tax purposes, a corporation,
      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 or any State thereof or the District of Columbia, or an
      estate the income of which is subject to U.S. federal income taxation
      regardless of its source or a trust if a court within the United States is
      able to exercise privacy supervision over the administration of the trust
      and one or more such U.S. Persons have the authority to control all
      substantial decisions of the 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).

                                          Very truly yours,

                                          ______________________________________
                                          (Transferee)

                                          By:___________________________________
                                             Name:
                                             Title:

                             Nominee Acknowledgement

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                          ______________________________________
                                          (Nominee)

                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>

                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
                  Pass-Through Certificates, Series 2006-GG7, Class _____,
                  having an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of July 1, 2006 (the "Closing
                  Date") of $__________

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of July 1, 2006, between Greenwich Capital Commercial
Funding Corp., as Depositor, Midland Loan Services, Inc., as Master Servicer,
LNR Partners, Inc., as Special Servicer and LaSalle Bank National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to and agrees with you,
and for the benefit of the Depositor, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer
      to it of the Transferor's interest in the Transferred Certificates is
      being made in reliance on Rule 144A. The Transferee is acquiring such
      interest in the Transferred Certificates for its own account or for the
      account of another Qualified Institutional Buyer.

            2. The Transferee understands that (a) the Transferred Certificates
      have not been and will not be registered under the Securities Act or
      registered or qualified under any applicable state securities laws, (b)
      none of the Depositor, the Trustee or the Certificate Registrar is
      obligated so to register or qualify the Transferred Certificates and (c)
      no interest in the Transferred Certificates may be resold or transferred
      unless (i) such Certificates are registered pursuant to the Securities Act
      and registered or qualified pursuant any applicable state securities laws,
      or (ii) such interest is sold or transferred in a transaction which is
      exempt from such registration and qualification and the Transferor
      desiring to effect such transfer has received (A) a certificate from such
      Certificate Owner's prospective transferee substantially in the form
      attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
      opinion of counsel to the effect that, among other things, such
      prospective transferee is a Qualified Institutional Buyer and such
      transfer may be made without registration under the Securities Act.

            3. The Transferee understands that it may not sell or otherwise
      transfer the Transferred Certificates or any interest therein except in
      compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      the Transferred Certificates will bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
            OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
            CODE OF 1986 (THE "CODE"), OR ANY MATERIALLY SIMILAR PROVISION OF
            APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS
            DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
            HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
            ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
            5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            4. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement and the Trust Fund created
      pursuant thereto, (e) any credit enhancement mechanism associated with the
      Transferred Certificates, and (f) all related matters, that it has
      requested.

                                          Very truly yours,

                                          ______________________________________
                                          (Transferee)

                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees other than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Greenwich Capital Commercial Funding
Corp. with respect to the mortgage pass-through certificates being transferred
in book-entry form (the "Transferred Certificates") as described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity acquiring interests in the Transferred Certificates
      (the "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) [the Transferee] [each of the Transferee's
      equity owners] owned and/or invested on a discretionary basis
      $____________(2) in securities (other than the excluded securities
      referred to below) as of the end of such entity's most recent fiscal year
      (such amount being calculated in accordance with Rule 144A) and (ii) the
      Transferee satisfies the criteria in the category marked below.

      _____       Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

      _____       Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any state, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  state or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of a foreign bank or equivalent
                  institution.

      _____       Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a state or federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. savings and loan association, and not more
                  than 18 months preceding such date of sale in the case of a
                  foreign savings and loan association or equivalent
                  institution.

      ___         Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

      ___         Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  state, U.S. territory or the District of Columbia.

      ___         State or Local Plan. The Transferee is a plan established and
                  maintained by a state, its political subdivisions, or any
                  agency or instrumentality of the state or its political
                  subdivisions, for the benefit of its employees.

      ___         ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

      ___         Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

      ___         QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

      ___         Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

            3. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee did not include (i) securities of issuers that are affiliated
      with such Person, (ii) securities that are part of an unsold allotment to
      or subscription by such Person, if such Person is a dealer, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee used the cost of such securities to such Person, unless such
      Person reports its securities holdings in its financial statements on the
      basis of their market value, and no current information with respect to
      the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of such Person, but only if such subsidiaries are consolidated with such
      Person in its financial statements prepared in accordance with generally
      accepted accounting principles and if the investments of such subsidiaries
      are managed under such Person's direction. However, such securities were
      not included if such Person is a majority-owned, consolidated subsidiary
      of another enterprise and such Person is not itself a reporting company
      under the Securities Exchange Act of 1934, as amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificates are relying and will continue to rely on the
      statements made herein because one or more Transfers to the Transferee may
      be in reliance on Rule 144A.

            ___   ___         Will the Transferee be acquiring interests in the
            Yes   No          Transferred Certificates only for the Transferee's
                              own account?

            6. If the answer to the foregoing question is "no," then in each
      case where the Transferee is acquiring any interest in the Transferred
      Certificates for an account other than its own, such account belongs to a
      third party that is itself a "qualified institutional buyer" within the
      meaning of Rule 144A, and the "qualified institutional buyer" status of
      such third party has been established by the Transferee through one or
      more of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's acquisition of any
      interest in of the Transferred Certificates will constitute a
      reaffirmation of this certification as of the date of such acquisition. In
      addition, if the Transferee is a bank or savings and loan as provided
      above, the Transferee agrees that it will furnish to such parties any
      updated annual financial statements that become available on or before the
      date of such acquisition, promptly after they become available.

            8. Capitalized terms used but not defined herein have the meanings
      ascribed thereto in the Pooling and Servicing Agreement pursuant to which
      the Transferred Certificates were issued.

                                          ______________________________________
                                          (Transferee)

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Date:

----------

(1)   Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.

<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees that are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Greenwich Capital Commercial Funding
Corp. with respect to the mortgage pass-through certificates being transferred
in book-entry form (the "Transferred Certificates") as described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity acquired interests the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A"), because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

      ____              The Transferee owned and/or invested on a discretionary
                        basis $___________________ in securities (other than the
                        excluded securities referred to below) as of the end of
                        the Transferee's most recent fiscal year (such amount
                        being calculated in accordance with Rule 144A).

      ____              The Transferee is part of a Family of Investment
                        Companies which owned in the aggregate $______________
                        in securities (other than the excluded securities
                        referred to below) as of the end of the Transferee's
                        most recent fiscal year (such amount being calculated in
                        accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the Transferor and other parties related to the Transferred Certificates
      are relying and will continue to rely on the statements made herein
      because one or more Transfers to the Transferee will be in reliance on
      Rule 144A.

            ___   ___         Will the Transferee be acquiring interests in the
            Yes   No          Transferred Certificates only for the Transferee's
                              own account?

            6. If the answer to the foregoing question is "no," then in each
      case where the Transferee is acquiring any interest in the Transferred
      Certificates for an account other than its own, such account belongs to a
      third party that is itself a "qualified institutional buyer" within the
      meaning of Rule 144A, and the "qualified institutional buyer" status of
      such third party has been established by the Transferee through one or
      more of the appropriate methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's acquisition of any interest in
      the Transferred Certificates will constitute a reaffirmation of this
      certification by the undersigned as of the date of such acquisition.

            8. Capitalized terms used but not defined herein have the meanings
      ascribed thereto in the Pooling and Servicing Agreement pursuant to which
      the Transferred Certificates were issued.

                                          ______________________________________
                                          (Transferee or Adviser)

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Date:

                                          IF AN ADVISER:

                                          Print Name of Transferee

                                          ______________________________________

                                          Date:

<PAGE>

                                  EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
                  Pass-Through Certificates, Series 2006-GG7, Class _____,
                  having an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of July 12, 2005 (the
                  "Closing Date") of $__________

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of July 1, 2006, between Greenwich Capital Commercial
Funding Corp., as Depositor, Midland Loan Services, Inc., as Master Servicer,
LNR Partners, Inc., as Special Servicer and LaSalle Bank National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to and agrees with you,
and for the benefit of the Depositor, that the Transferee is not a United States
Securities Person.

            For purposes of this certification, "United States Securities
Person" means (i) any natural person resident in the United States, (ii) any
partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or administrator is a
United States Securities Person, other than any estate of which any professional
fiduciary acting as executor or administrator is a United States Securities
Person if an executor or administrator of the estate who is not a United States
Securities Person has sole or shared investment discretion with respect to the
assets of the estate and the estate is governed by foreign law, (iv) any trust
of which any trustee is a United States Securities Person, other than a trust of
which any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States, other than one held for the benefit or account of a non-United States
Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; provided, however, that the International Monetary
Fund, the International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations and their agencies, affiliates and pension
plans, any other similar international organizations, their agencies, affiliates
and pension plans shall not constitute United States Securities Persons.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

            Additionally, the Transferee hereby certifies, represents and
warrants to and agrees with you that:

            [Check one of the following:]

            _______           The Transferee is a "U.S. Person" and it has
                              attached hereto an Internal Revenue Service
                              ("IRS") Form W-9 (or successor form).

            _______           The Transferee 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
                              Certificate Registrar (or its agent) with respect
                              to Distributions to be made on the Transferred
                              Certificate. The Transferee has attached hereto
                              (i) a duly executed IRS Form W-8BEN (or successor
                              form), which identifies such Purchaser as the
                              beneficial owner of the Transferred Certificate
                              and states that such Transferee is not a U.S.
                              Person, (ii) two duly executed copies of IRS Form
                              W-8IMY (and all appropriate attachment) or (iii)
                              two duly executed copies of IRS Form W-8ECI (or
                              successor form), which identify such Transferee as
                              the beneficial owner of the Transferred
                              Certificate and state that interest and original
                              issue discount on the Transferred Certificate is,
                              or is expected to be, effectively connected with a
                              U.S. trade or business. The Transferee agrees to
                              provide to the Certificate Registrar updated IRS
                              Form W-8BEN, IRS Form W-8IMY or IRS Form 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.

            For this purpose, "U.S. Person" means a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation, 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 or any
State thereof or the District of Columbia, or an estate the income of which is
subject to U.S. federal income taxation regardless of its source or a trust if a
court within the United States is able to exercise privacy supervision over the
administration of the trust and one or more such U.S. Persons have the authority
to control all substantial decisions of the 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).

Dated:  __________, _____

                                       By:______________________________________
                                          As, or agent for, the beneficial
                                          owner(s) of the Certificates to which
                                          this certificate relates.

<PAGE>

                                    EXHIBIT G

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services--
            Greenwich Capital Commercial Funding Corp., Series 2006-GG7

      Re:   Greenwich Capital Commercial Funding Corp., Commercial Mortgage
            Trust 2006-GG7, Commercial Mortgage Pass-Through Certificates,
            Series 2006-GG7, Class _____, having an initial aggregate
            [Certificate Principal Balance] [Certificate Notional Amount]
            [Percentage Interest] as of July 12, 2006 (the "Issue Date") of
            [$__________] [__________%]

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of July 1, 2006, between Greenwich Capital
Commercial Funding Corp., as Depositor, Midland Loan Services, Inc., as Master
Servicer, LNR Partners, Inc., as Special Servicer and LaSalle Bank National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor, that:

      The Transferee 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 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 a Plan or Plans and the
application of Department of Labor Regulation ss. 2510.3-101), other than,
except in the case of a Class XK Certificate or a Residual Interest Certificate,
an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of Privately Offered Certificates 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.

      Except in the case of the Class V Certificates and the Residual Interest
Certificates, which may not be transferred to a Plan or any person acting on
behalf of or using the assets of a Plan, the Transferee understands that if the
Transferee is a Person referred to in 1(a) or (b) above, such Transferee 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 Transferee
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 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 Master Servicer, the Special
Servicer, the Trustee, the Initial Purchasers, the Certificate Registrar or the
Trust Fund.

<PAGE>

IN WITNESS WHEREOF, the Transferee hereby executes this ERISA representation
letter on the ___ day of [______________], 20[__].

                                       Very truly yours,

                                       _______________________________________
                                       [The Transferee]

                                       By: ___________________________________
                                       Name: _________________________________
                                       Title: ________________________________

<PAGE>

                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES

TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(a)(6)(A) and 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
                  Pass-Through Certificates, Series 2006-GG7 (the
                  "Certificates"), issued pursuant to the Pooling and Servicing
                  Agreement (the "Pooling and Servicing Agreement"), dated as of
                  July 1, 2006, among Greenwich Capital Commercial Funding Corp.
                  as Depositor, Midland Loan Services, Inc. as Master Servicer,
                  LNR Partners, Inc. as Special Servicer and LaSalle Bank
                  National Association as Trustee

STATE OF             )
                     )  ss.:  ____________________
COUNTY OF            )

            I, _________________________, under penalties of perjury, declare
that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:

            1. I am a __________________________ of
______________________________ (the "Purchaser"), on behalf of which I have the
authority to make this affidavit.

            2. The Purchaser is acquiring [Class R-I] [Class R-II] Certificates
representing ________% of the residual interest in each of two real estate
mortgage investment conduits (a "REMIC") designated as ["REMIC I"] ["REMIC II"],
[respectively], relating to the Certificates for which an election is to be made
under Section 860D of the Internal Revenue Code of 1986 (the "Code").

            3. The Purchaser is not a "Disqualified Organization" (as defined
below), and that the Purchaser is not acquiring the [Class R-I] [Class R-II]
Certificates for the account of, or as agent or nominee of, or with a view to
the transfer of direct or indirect record or beneficial ownership thereof, to a
Disqualified Organization. For the purposes hereof, a Disqualified Organization
is any of the following: (i) the United States, (ii) any state or political
subdivision thereof, (iii) any foreign government, (iv) any international
organization, (v) any agency or instrumentality of any of the foregoing, (vi)
any tax-exempt organization (other than a cooperative described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
unless such organization is subject to the tax imposed by Section 511 of the
Code, (vii) any organization described in Section 1381(a)(2)(C) of the Code, or
(viii) any other entity designated as a "disqualified organization" by relevant
legislation amending the REMIC Provisions and in effect at or proposed to be
effective as of the time of determination. In addition, a corporation will not
be treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
(except for the Federal Home Loan Mortgage Corporation) and a majority of its
board of directors is not selected by such governmental unit. The terms "United
States" and "international organization" shall have the meanings set forth in
Section 7701 of the Code.

            4. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

            5. The Purchaser will not cause the income from the [Class R-I]
[Class R-II] Certificates to be attributable to a foreign permanent
establishment or fixed base (within the meaning of any applicable income tax
treaty between the United States and any foreign jurisdiction) of a United
States Tax Person.

            6. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] Certificates to a Disqualified Organization.

            7. No purpose of the acquisition of the [Class R-I] [Class R-II]
Certificates is to impede the assessment or collection of tax.

            8. Check one of the following:

[ ] The present value of the anticipated tax liabilities associated with holding
the [Class R-I] [Class R-II] Certificate does not exceed the sum of:

            (i)   the present value of any consideration given to the Purchaser
                  to acquire such [Class R-I] [Class R-II] Certificate;

            (ii)  the present value of the expected future distributions on such
                  [Class R-I] [Class R-II] Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such [Class R-I] [Class R-II] Certificate as the
                  related REMIC generates losses.

For purposes of this calculation, (i) the Purchaser 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 Purchaser 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
Purchaser.

[ ] The transfer of the [Class R-I] [Class R-II] Certificates comply with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Purchaser 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-I] [Class R-II] Certificates will
                  only be taxed in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Purchaser's two fiscal years preceding the year of the
                  transfer, the Purchaser had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Purchaser 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 Purchaser will transfer the [Class R-I] [Class R-II]
                  Certificates 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 Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
                  Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and

            (iv)  the Purchaser determined the consideration paid to it to
                  acquire the [Class R-I] [Class R-II] Certificates 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 Purchaser) that it has
                  determined in good faith.

[ ] None of the above.

            9. [Check the statement that applies]

[ ] The Purchaser is a "United States person" as defined in Section 7701(a) of
the Code and the regulations promulgated thereunder (the Purchaser's U.S.
taxpayer identification number is __________). The Purchaser is not classified
as a partnership under the Code (or, if so classified, all of its beneficial
owners are United States persons);

            or

[ ] The Purchaser is not a United States person. However, the Purchaser:

                  (a) conducts a trade or business within the United States and,
            for purposes of Treasury regulation section 1.860G-3(a)(3), is
            subject to tax under Section 882 of the Code;

                  (b) understands that, for purposes of Treasury regulation
            section 1.860E-1(c)(4)(ii), as a holder of a [Class R-I] [Class
            R-II] Certificate for United States federal income tax purposes, it
            may incur tax liabilities in excess of any cash flows generated by
            such [Class R-I] [Class R-II] Certificate;

                  (c) intends to pay the taxes associated with holding a [Class
            R-I] [Class R-II] Certificate;

                  (d) is not classified as a partnership under the Code (or, if
            so classified, all of its beneficial owners either satisfy clauses
            (a), (b) and (c) of this sentence or are United States persons); and

                  (e) has furnished the Transferor and the Trustee with an
            effective IRS Form W-8ECI or successor form and will update such
            form as may be required under the applicable Treasury regulations.

                  9. The Purchaser 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 Purchaser intends to pay taxes associated with holding the [Class R-I]
      [Class R-II] Certificates as they become due.

                  10. The Purchaser understands that it may incur tax
      liabilities with respect to the [Class R-I] [Class R-II] Certificates in
      excess of any cash flows generated by such Certificates.

                  11. The Purchaser will not transfer the [Class R-I] [Class
      R-II] Certificates to any person or entity as to which the Purchaser has
      not received an affidavit substantially in the form of this affidavit or
      to any person or entity as to which the Purchaser has actual knowledge
      that the requirements set forth in paragraphs 3, 4, 5, 7 or 9 hereof are
      not satisfied, or to any person or entity with respect to which the
      Purchaser has not (at the time of such transfer) satisfied the
      requirements under the Code to conduct a reasonable investigation of the
      financial condition of such person or entity (or its current beneficial
      owners if such person or entity is classified as a partnership under the
      Code).

                  12. The Purchaser agrees to such amendments of the Pooling and
      Servicing Agreement as may be required to further effectuate the
      prohibition against transferring the [Class R-I] [Class R-II] Certificates
      to a Disqualified Organization, an agent thereof or a person that does not
      satisfy the requirements of paragraphs 4, 5, 7 and 9.

                  13. The Purchaser consents to the designation of the Trustee
      as the agent of the Tax Matters Person of [REMIC I] [REMIC II] pursuant to
      Section 10.01(d) of the Pooling and Servicing Agreement.

            Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this ___ day of
__________________.

                                       By:______________________________________
                                          Name:
                                          Title:

            Personally appeared before me ___________________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be a_______________________ of the Purchaser, and acknowledged to me that he/she
executed the same as his/her free act and deed and as the free act and deed of
the Purchaser.

                                          Subscribed and sworn before me this
                                          ____ day of _______________.

                                          ______________________________________
                                          Notary Public

<PAGE>

                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services--
            Greenwich Capital Commercial Funding Corp., as depositor, Commercial
            Mortgage Trust 2006-GG7

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
                  Pass-Through Certificates, Series 2006-GG7 (the
                  "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] Certificates evidencing a ____% Percentage Interest in
such Class (the "Residual Interest Certificates"). The Certificates, including
the Residual Interest Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of July 1, 2006 (the "Pooling and Servicing
Agreement"), among Greenwich Capital Commercial Funding Corp., as depositor,
Midland Loan Services, Inc., as master servicer, LNR Partners, Inc., as special
servicer and LaSalle Bank National Association, as trustee. All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

                  1. No purpose of the Transferor relating to the transfer of
      the Residual Interest Certificates by the Transferor to the Transferee is
      or will be to impede the assessment or collection of any tax.

                  2. The Transferor understands that the Transferee has
      delivered to you a Transfer Affidavit and Agreement in the form attached
      to the Pooling and Servicing Agreement as Exhibit H-1. The Transferor does
      not know or believe that any representation contained therein is false.

                  3. The Transferor has at the time of this transfer conducted a
      reasonable investigation of the financial condition of the Transferee (or
      the beneficial owners of the Transferee if it is classified as a
      partnership under the Code) as contemplated by Treasury regulation section
      1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
      has determined that the Transferee has historically paid its debts as they
      became due and has found no significant evidence to indicate that the
      Transferee will not continue to pay its debts as they become due in the
      future. The Transferor understands that the transfer of the Residual
      Interest Certificates may not be respected for United States income tax
      purposes (and the Transferor may continue to be liable for United States
      income taxes associated therewith) unless the Transferor has conducted
      such an investigation.

                                          Very truly yours,

                                          ____________________________________
                                          (Transferor)

                                          By:_________________________________
                                             Name:
                                             Title:

<PAGE>

                                   EXHIBIT I-1

                       FORM OF NOTICE AND ACKNOWLEDGEMENT

                                     [Date]

Standard & Poor's Ratings Services
   a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st  Floor
New York, New York  10041
Attention:  Commercial Surveillance Department

Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, NY 10007

Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement, dated as of July 1, 2006 and relating to
Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2006-GG7,
Commercial Mortgage Pass-Through Certificates, Series 2006-GG7 (the
"Agreement"). Capitalized terms used but not otherwise defined herein shall have
respective meanings assigned to them in the Agreement.

            Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
________________ to serve as the Special Servicer under the Agreement.

            The designation of __________________ as Special Servicer will
become final if certain conditions are met and you deliver to _________________,
the trustee under the Agreement (the "Trustee"), written confirmation that if
the person designated to become the Special Servicer were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates.
Accordingly, such confirmation is hereby requested as soon as possible.

            Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.

                                          Very truly yours,

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By:___________________________________
                                             Name:
                                             Title:

Receipt acknowledged:

STANDARD & POOR'S RATINGS SERVICES

By:________________________________
Name:
Title:
Date:

MOODY'S INVESTORS SERVICE, INC.

By:________________________________
Name:
Title:
Date:

<PAGE>

                                   EXHIBIT I-2

              FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]

            Re:   Greenwich Capital Commercial Funding Corp., as depositor,
                  Commercial Mortgage Trust 2006-GG7, Commercial Mortgage
                  Pass-Through Certificates, Series 2006-GG7

Ladies and Gentlemen:

            Pursuant to Section 6.09 of the Pooling and Servicing Agreement,
dated as of July 1, 2006, relating to Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through
Certificates, Series 2006-GG7 (the "Agreement"), the undersigned hereby agrees
with all the other parties to the Agreement that the undersigned shall serve as
Special Servicer under, and as defined in, the Agreement. The undersigned hereby
acknowledges that, as of the date hereof, it is and shall be a party to the
Agreement and bound thereby to the full extent indicated therein in the capacity
of Special Servicer. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.25 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ____________________.

                                       _________________________________________

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT J

                     FORM OF NOTICE TO OTHER MASTER SERVICER

                                [______], 200[_]

VIA FACSIMILE

[Other Master Servicer's Address]
Attention:  [__________________]

      Re:   Greenwich Capital Commercial Funding Corp., Commercial Mortgage
            Trust 2006-GG7, Commercial Mortgage Pass-Through Certificates,
            Series 2006-GG7 and the [____] Mortgage Loan

Dear [_____________]:

Commercial Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through
Certificates, Series 2006-GG7 (the "Trust Fund") is the Note [__] Holder, as
such term is defined under the [__] Intercreditor Agreement dated as of
[______], by and among [________], as Note [__] Holder , [__], as Note [__]
Holder and [__], as Note [__] Holder. Note [__] is being serviced pursuant to
the terms of a Pooling and Servicing Agreement, dated as of [__], by and among
[__], as depositor, [__], as servicer, [__], as special servicer, and [__], as
trustee, as from time to time amended, supplemented or modified (the "[__]
Pooling Agreement"). LaSalle Bank National Association, as trustee for the
registered holders of the Trust Fund hereby directs [__], as servicer under the
[__] Pooling Agreement, as follows:

[__] shall remit the amount payable in accordance with the [__] Intercreditor
Agreement and the [__] Pooling Agreement due to the Note [__] Holder on such
days as specified in Section [__] of the [__] Pooling Agreement to Midland Loan
Services, Inc., as Master Servicer of the Trust Fund (the "Servicer"), to the
account set forth on Schedule I hereto in accordance with the terms of the [__]
Pooling Agreement;

Thank you for your attention to this matter.

<PAGE>

LASALLE BANK NATIONAL ASSOCIATION, as Trustee for the Holders of the Commercial
Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through Certificates, Series
2006-GG7.

Date: _________________________

LASALLE BANK NATIONAL ASSOCIATION

By:___________________________
   [Name]
   [Title]

<PAGE>

                                    EXHIBIT K

                                   [RESERVED]

<PAGE>

                                    EXHIBIT L

                        FORM OF NOTICE AND CERTIFICATION

                      REGARDING DEFEASANCE OF MORTGAGE LOAN

For loans (a) having a balance of $20,000,000 or less or a balance of less than
5% of outstanding pool balance, whichever is less) or (b) that are not then one
 of the ten largest (measured by unpaid principal balance) in the mortgage pool

To:   Standard & Poor's Ratings Services
      55 Water Street
      New York, New York 10041
      Attn:  Commercial Mortgage Surveillance

From: _____________________________________, in its capacity as master servicer
      (the "Master Servicer") under the Pooling and Servicing Agreement dated as
      of July 1, 2007 (the "Pooling and Servicing Agreement"), among Greenwich
      Capital Commercial Funding Corp. as Depositor, the Master Servicer, LNR
      Partners, Inc. as special servicer and LaSalle Bank National Association
      as trustee (the "Trustee").

Date: _________, 20___

            Re:   Greenwich Capital Commercial Funding Corp., Commercial
                  Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through
                  Certificates Series 2006-GG7
                  ---------------------------------------------------------

            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 [Property] [Properties] identified on
the Mortgage Loan Schedule by the following name[s]:____________________________
________________________________________________________________________________

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 Master 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 unpaid principal balance of the
                        Mortgage Loan; or

                  ____  a partial defeasance of the payments scheduled to be due
                        in respect of a portion of the unpaid principal balance
                        of the Mortgage Loan that represents ___% of the entire
                        unpaid principal balance of the Mortgage Loan and, under
                        the Mortgage, has an allocated loan amount of
                        $____________ or _______% of the entire unpaid principal
                        balance;

            2. Certify as to each of the following, and any additional
explanatory notes set forth on Exhibit A hereto:

                  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. 80a-1), (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,
      provide for a predetermined fixed dollar amount of principal due at
      maturity that 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 Master Servicer received an opinion of counsel (from
      counsel approved by Master Servicer in accordance with the Servicing
      Standard) that the defeasance will not result in an Adverse REMIC Event.

                  e. The Master 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 Loan 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 Master 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 Master Servicer received a broker or similar
      confirmation of the credit, or the accountant's letter described below
      contained statements that it reviewed a broker 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, the Trustee is obligated to
      make the scheduled payments on the Mortgage Loan from the proceeds of the
      defeasance collateral directly to the Master 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 Master Servicer received from the Mortgagor written
      confirmation from a firm of independent certified public accountants, who
      were approved by the Master Servicer in accordance with the 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 (or, in the
      case of an ARD Loan, on its Anticipated Repayment Date or on the date when
      any open prepayment period set forth in the related Mortgage Loan
      documents commences), (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 Master Servicer received opinions from counsel, who
      were approved by the Master Servicer in accordance with the Servicing
      Standard, 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 unpaid principal balance of the Mortgage Loan as
      of the date of defeasance was $___________. Such Mortgage Loan (a) has a
      balance of $20,000,000 or less or a balance of less than 5% of outstanding
      pool balance or (b) is not then one of the ten largest (measured by unpaid
      principal balance) in the mortgage pool, in each such case, as of the date
      of the most recent Distribution Date Statement received by us (the
      "Current Report").

            3. 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 unpaid principal balance of the Mortgage Pool as of the date of the
Current Report.

            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 Master Servicer
as part of the Master Servicer's servicing file.

            5. Certify and confirm that the determinations and certifications
described above were rendered in accordance with the Servicing Standard set
forth in, and the other applicable terms and conditions of, the Pooling and
Servicing Agreement; and

            6. Certify that the individual under whose hand the Master 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 in Exhibit B to you
upon request.

            IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                       [MASTER SERVICER]

                                       By:______________________________________
                                       Name:
                                       Title:

<PAGE>

                                    EXHIBIT M

                      FORM OF SARBANES-OXLEY CERTIFICATION

      Re:   Greenwich Capital Commercial Funding Corp., Commercial Mortgage
            Trust 2006-GG7, Commercial Mortgage Pass-Through Certificates,
            Series 2006-GG7 (the "Trust"), issued pursuant to the Pooling and
            Servicing Agreement, dated as of July 1, 2006 (the "Pooling and
            Servicing Agreement"), among Greenwich Capital Commercial Funding
            Corp., as Depositor, Midland Loan Services, Inc., as Master
            Servicer, LNR Partners, Inc., as Special Servicer, and LaSalle Bank
            National Association, as Trustee
            -------------------------------------------------------------------

I, [identify the certifying individual], the senior officer in charge of
securitization of the Depositor into the above-referenced Trust, certify that:

                  1. I have reviewed the annual report on Form 10-K for the
      fiscal year [___] (the "Annual Report") and all reports on Form 10-D
      required to be filed in respect of periods included in the year covered by
      the Annual Report (collectively with the Annual Report, the "Reports"), of
      the Trust;

                  2. Based on my knowledge, the 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 light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by the Annual 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 the Annual Report is included in the Reports;

                  4. Based on my knowledge and the servicer compliance
      statement(s) required in the Annual Report under Item 1123 of Regulation
      AB, and except as disclosed in the Reports, the Master Servicer, the
      Special Servicer and the Reporting Sub-Servicers have fulfilled 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 assessments of compliance with servicing criteria
      for asset-backed securities required to be included in the Annual 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 the Annual Report,
      except as otherwise disclosed in the Annual Report. Any material instances
      of noncompliance described in such reports have been disclosed in the
      Annual Report on Form 10-K.

In giving the certifications above, I have reasonably relied information
provided to me by the following unaffiliated parties:

      o     Midland Loan Services, Inc., as Master Servicer;
      o     LNR Partners, Inc., as Special Servicer; and
      o     LaSalle Bank National Association, as Trustee.

Date: _________________________

_______________________________________
[Signature] [Title]

<PAGE>

                                   EXHIBIT N-1

                      FORM OF CERTIFICATION TO BE PROVIDED
                           TO DEPOSITOR BY THE TRUSTEE

      Re:   Greenwich Capital Commercial Funding Corp., Commercial Mortgage
            Trust 2006-GG7, Commercial Mortgage Pass-Through Certificates,
            Series 2006-GG7 (the "Trust"), issued pursuant to the Pooling and
            Servicing Agreement, dated as of July 1, 2006 (the "Pooling and
            Servicing Agreement"), among Greenwich Capital Commercial Funding
            Corp., as Depositor, Midland Loan Services, Inc., as Master
            Servicer, LNR Partners, Inc., as Special Servicer, and LaSalle Bank
            National Association, as Trustee
            -------------------------------------------------------------------

I, [identifying the certifying individual], a [title] of [TRUSTEE], certify to
Greenwich Capital Commercial Funding Corp. and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

                  1. I have reviewed the annual report on Form 10-K for the
      fiscal year 20__, and all reports on Form 10-D required to be filed in
      respect of periods covered by that annual report on Form 10-K, of the
      Trust (the "Exchange Act Periodic Reports");

                  2. Based on my knowledge, the distribution information in
      Exchange Act Periodic 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 that report on Form 10-K;

                  3. Based on my knowledge, all of the distribution, servicing
      and other information required to be provided to the Trustee by the Master
      Servicer and the Special Servicer under the Pooling and Servicing
      Agreement for inclusion in the Exchange Act Periodic Reports is included
      in such reports; and

                  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.

Date: _________________________

LASALLE BANK NATIONAL ASSOCIATION

By: ____________________________
    Name:
    Title:

<PAGE>

                                   EXHIBIT N-2

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                             BY THE MASTER SERVICER

      Re:   Greenwich Capital Commercial Funding Corp., Commercial Mortgage
            Trust 2006-GG7, Commercial Mortgage Pass-Through Certificates,
            Series 2006-GG7 (the "Trust"), issued pursuant to the Pooling and
            Servicing Agreement, dated as of July 1, 2006 (the "Pooling and
            Servicing Agreement"), among Greenwich Capital Commercial Funding
            Corp., as Depositor, Midland Loan Services, Inc., as Master
            Servicer, LNR Partners, Inc., as Special Servicer, and LaSalle Bank
            National Association, as Trustee
            -------------------------------------------------------------------

            I, [identify the certifying individual], a [title] of [MASTER
SERVICER], certify on behalf of Midland Loan Services, Inc. to Greenwich Capital
Commercial Funding Corp. and their officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification in
delivering the Certification required by the Pooling and Servicing Agreement
relating to the Certificates (capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:

                  1. A servicing officer of the Master Servicer reviewed the
      servicing reports relating to the Trust Fund delivered by the Master
      Servicer to the Trustee covering the fiscal year 20__;

                  2. Based on my knowledge, and assuming the accuracy of the
      statements required to be made in the corresponding certificate of the
      Special Servicer (to the extent such statements are relevant to the
      statements made in this certification by the Master Servicer), the
      servicing 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 these servicing reports;

                  3. Based on my knowledge, and assuming the accuracy of the
      statements required to be made in the corresponding certificate of the
      Special Servicer (to the extent such statements are relevant to the
      statements made in this certification by the Master Servicer), the
      servicing information required to be provided in these servicing reports
      to the Trustee by the Master Servicer under the Pooling and Servicing
      Agreement is included in the servicing reports delivered by the Master
      Servicer to the Trustee;

                  4. I am responsible for reviewing the activities performed by
      the Master Servicer under the Pooling and Servicing Agreement and based
      upon my knowledge and the compliance review conducted in preparing the
      servicer compliance statement required under Section 11.09 of the Pooling
      and Servicing Agreement with respect to the Master Servicer, and except as
      disclosed in such compliance statement delivered by the Master Servicer
      under Section 11.09 of the Pooling and Servicing Agreement, the Master
      Servicer has fulfilled its obligations under the Pooling and Servicing
      Agreement in all material respects in the year to which such review
      applies; and

Further, notwithstanding the foregoing certifications, the Master Servicer does
not make any certification under the foregoing clauses 1 through 4 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 subject of such certification, or (ii) upon information
required to be provided by the Other Master Servicers or upon the performance by
the Other Master Servicers of their obligations pursuant to the applicable Other
Pooling Agreement, in each case beyond the backup certification actually
provided by such Other Master 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 applicable Other Master Servicer.

                  5. The report on assessment of compliance with servicing
      criteria and the related attestation report on assessment of compliance
      with servicing criteria required to be delivered in accordance with
      Section 11.10 and Section 11.11 of the Pooling and Servicing Agreement
      discloses all material instances of noncompliance with the Relevant
      Servicing Criteria.

Date: _________________________

MIDLAND LOAN SERVICES, INC.

By:____________________________
Name:
Title:

<PAGE>

                                   EXHIBIT N-3

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                             BY THE SPECIAL SERVICER

      Re:   Commercial Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through
            Certificates, Series 2006-GG7 (the "Trust"), issued pursuant to the
            Pooling and Servicing Agreement, dated as of July 1, 2006 (the
            "Pooling and Servicing Agreement"), among Greenwich Capital
            Commercial Funding Corp., as Depositor, Midland Loan Services, Inc.,
            as Master Servicer, LNR Partners, Inc., as Special Servicer, and
            LaSalle Bank National Association, as Trustee
            --------------------------------------------------------------------

I, [identify the certifying individual], a [title] of [SPECIAL SERVICER],
certify on behalf of LNR Partners, Inc. to Greenwich Capital Commercial Funding
Corp. and their officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification in delivering the
Certification required by the Pooling and Servicing Agreement relating to the
Certificates (capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Pooling and Servicing Agreement), that:

                  1. Based on my knowledge, the servicing information in the
      servicing reports or information relating to the trust fund delivered by
      the Special Servicer to the Master Servicer covering the fiscal year 20__,
      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 these servicing reports;

                  2. Based on my knowledge, the servicing information required
      to be provided to the Master Servicer by the Special Servicer under the
      Pooling and Servicing Agreement for inclusion in the reports to be filed
      by the Trustee is included in the servicing reports delivered by the
      Special Servicer to the Master Servicer;

                  3. I am responsible for reviewing the activities performed by
      the Special Servicer under the Pooling and Servicing Agreement and based
      upon my knowledge and the compliance review conducted in preparing the
      servicer compliance statement required under Section 11.09 of the Pooling
      and Servicing Agreement with respect to the Special Servicer, and except
      as disclosed in such compliance statement delivered by the Special
      Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
      Special Servicer has fulfilled its obligations under the Pooling and
      Servicing Agreement in all material respects in the year to which such
      review applies; and

                  4. The report on assessment of compliance with servicing
      criteria and the related attestation report on assessment of compliance
      with servicing criteria required to be delivered in accordance with
      Section 11.10 and Section 11.11 of the Pooling and Servicing Agreement
      discloses all material instances of noncompliance with the Relevant
      Servicing Criteria.

Date: _________________________

LNR PARTNERS, INC.

By:____________________________
Name:
Title:

<PAGE>

                                    EXHIBIT O

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the applicable party shall
address, at a minimum, the criteria identified below as "Relevant Servicing
Criteria," as such criteria may be amended from time to time by the parties to
this Agreement in writing due to any change in interpretations of the
requirements of Item 1122(d) of the Regulation AB (whether due to interpretive
guidance provided by the Commission or its staff or otherwise):

<TABLE>
<CAPTION>
                                                    RELEVANT SERVICING CRITERIA                                APPLICABLE PARTY(IES)

Reference                                                     Criteria

<S>                 <C>                                                                                       <C>
                                                  General Servicing Considerations

1122(d)(1)(i)       Policies and procedures are instituted to monitor any performance or other triggers                      Trustee
                    and events of default in accordance with the transaction agreements.                             Master Servicer
                                                                                                                    Special Servicer

1122(d)(1)(ii)      If any material servicing activities are outsourced to third parties, policies and                       Trustee
                    procedures are instituted to monitor the third party's performance and compliance                Master Servicer
                    with such servicing activities.                                                                 Special Servicer

1122(d)(1)(iii)     Any requirements in the transaction agreements to maintain a back-up servicer for                            N/A
                    the mortgage loans are maintained.

1122(d)(1)(iv)      A fidelity bond and errors and omissions policy is in effect on the party                                Trustee
                    participating in the servicing function throughout the reporting period in the                   Master Servicer
                    amount of coverage required by and otherwise in accordance with the terms of the                Special Servicer
                    transaction agreements.

                                                 Cash Collection and Administration

1122(d)(2)(i)       Payments on mortgage loans are deposited into the appropriate custodial bank                             Trustee
                    accounts and related bank clearing accounts no more than two business days following             Master Servicer
                    receipt, or such other number of days specified in the transaction agreements.                  Special Servicer

1122(d)(2)(ii)      Disbursements made via wire transfer on behalf of an obligor or to an investor are                       Trustee
                    made only by authorized personnel.                                                               Master Servicer

1122(d)(2)(iii)     Advances of funds or guarantees regarding collections, cash flows or distributions,              Master Servicer
                    and any interest or other fees charged for such advances, are made, reviewed and                Special Servicer
                    approved as specified in the transaction agreements.                                                     Trustee

1122(d)(2)(iv)      The related accounts for the transaction, such as cash reserve accounts or accounts                      Trustee
                    established as a form of overcollateralization, are separately maintained (e.g.,                 Master Servicer
                    with respect to commingling of cash) as set forth in the transaction agreements.                Special Servicer

1122(d)(2)(v)       Each custodial account is maintained at a federally insured depository institution                       Trustee
                    as set forth in the transaction agreements. For purposes of this criterion,                      Master Servicer
                    "federally insured depository institution" with respect to a foreign financial                  Special Servicer
                    institution means a foreign financial institution that meets the requirements of
                    Rule 13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi)      Unissued checks are safeguarded so as to prevent unauthorized access.                                    Trustee
                                                                                                                     Master Servicer
                                                                                                                    Special Servicer

1122(d)(2)(vii)     Reconciliations are prepared on a monthly basis for all asset-backed securities                          Trustee
                    related bank accounts, including custodial accounts and related bank clearing                    Master Servicer
                    accounts. These reconciliations are (A) mathematically accurate; (B) prepared within            Special Servicer
                    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
                    transaction agreements.

                                                 Investor Remittances and Reporting

1122(d)(3)(i)       Reports to investors, including those to be filed with the Commission, are                               Trustee
                    maintained in accordance with the transaction agreements and applicable Commission
                    requirements. Specifically, such reports:

1122(d)(3)(i)(A)    (A) are prepared in accordance with timeframes and other terms set forth in the
                    transaction agreements;

1122(d)(3)(i)(B)    (B) provide information calculated in accordance with the terms specified in the                         Trustee
                    transaction agreements;

1122(d)(3)(i)(C)    (C) are filed with the Commission as required by its rules and regulations; and           Party who files report

1122(d)(3)(i)(D)    (D) agree with investors' or the Trustee's records as to the total unpaid principal                      Trustee
                    balance and number of mortgage loans serviced by each of the Master Servicer and
                    Special Servicer.

1122(d)(3)(ii)      Amounts due to investors are allocated and remitted in accordance with timeframes,                       Trustee
                    distribution priority and other terms set forth in the transaction agreements.

1122(d)(3)(iii)     Disbursements made to an investor are posted within two business days to the                             Trustee
                    Reporting Servicer's investor records, or such other number of days specified in the
                    transaction agreements.

1122(d)(3)(iv)      Amounts remitted to investors per the investor reports agree with cancelled checks,                      Trustee
                    or other form of payment, or custodial bank statements.

                                                     Pool Asset Administration

1122(d)(4)(i)       Collateral or security on mortgage loans is maintained as required by the                                Trustee
                    transaction agreements or related mortgage loan documents.                                       Master Servicer
                                                                                                                    Special Servicer

1122(d)(4)(ii)      Mortgage loan and related documents are safeguarded as required by the transaction
                    agreements Trustee

1122(d)(4)(iii)     Any additions, removals or substitutions to the asset pool are made, reviewed and                        Trustee
                    approved in accordance with any conditions or requirements in the transaction                    Master Servicer
                    agreements.                                                                                     Special Servicer

1122(d)(4)(iv)      Payments on mortgage loans, including any payoffs, made in accordance with the                   Master Servicer
                    related mortgage loan documents are posted to the Reporting 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 with the related mortgage loan
                    documents.

1122(d)(4)(v)       The Reporting Servicer's records regarding the mortgage loans agree with the                     Master Servicer
                    Reporting Servicer's records with respect to an obligor's unpaid principal balance.

1122(d)(4)(vi)      Changes with respect to the terms or status of an obligor's mortgage loans (e.g.,                Master Servicer
                    loan modifications or re-agings) are made, reviewed and approved by authorized                  Special Servicer
                    personnel in accordance with the transaction agreements and related pool asset
                    documents.

1122(d)(4)(vii)     Loss mitigation or recovery actions (e.g., forbearance plans, modifications and                 Special Servicer
                    deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are
                    initiated, conducted and concluded in accordance with the timeframes or other
                    requirements established by the transaction agreements.

1122(d)(4)(viii)    Records documenting collection efforts are maintained during the period a mortgage               Master Servicer
                    loan is delinquent in accordance with the transaction agreements. Such records are              Special Servicer
                    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
                    unemployment).

1122(d)(4)(ix)      Adjustments to interest rates or rates of return for mortgage loans with variable                Master Servicer
                    rates are computed based on the related mortgage loan documents.

1122(d)(4)(x)       Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such             Master Servicer
                    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 transaction agreements.

1122(d)(4)(xi)      Payments made on behalf of an obligor (such as tax or insurance payments) are made               Master Servicer
                    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 transaction agreements.

1122(d)(4)(xii)     Any late payment penalties in connection with any payment to be made on behalf of an             Master Servicer
                    obligor are paid from the servicer's funds and not charged to the obligor, unless
                    the late payment was due to the obligor's error or omission.

1122(d)(4)(xiii)    Disbursements made on behalf of an obligor are posted within two business days to                Master Servicer
                    the obligor's records maintained by the servicer, or such other number of days
                    specified in the transaction agreements.

1122(d)(4)(xiv)     Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in             Master Servicer
                    accordance with the transaction agreements.

1122(d)(4)(xv)      Any external enhancement or other support, identified in Item 1114(a)(1) through (3)                         N/A
                    or Item 1115 of Regulation AB, is maintained as set forth in the transaction
                    agreements.
</TABLE>

[NAME OF REPORTING SERVICER]

Date:__________________________

By:____________________________

Name:__________________________

Title:_________________________


<PAGE>

                                   EXHIBIT P

                         ADDITIONAL FORM 10-D DISCLOSURE

The parties identified in the "Party Responsible" column are obligated pursuant
to Section 11.04 of this Agreement to disclose to the Depositor 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 knowledge (and in the case of
financial statements required to be provided in connection with Item 6 below,
possession) of such information (other than information as to itself).

        Item on Form 10-D                            Party Responsible

Item 1: Distribution and Pool           o     Master Servicer (only with respect
Performance Information:                      to 1121(a)(12) as to Performing
o     Only with respect to any                Serviced Loans)
      information required by 1121      o     Special Servicer (only with
      which is NOT included on the            respect to 1121(a)(11) to the
      Distribution Date Statement             extent that any modifications to
                                              the Mortgage Loan documents are
                                              consented to (or deemed to be
                                              consented to) by the Special
                                              Servicer and 1121(a)(12) as to
                                              Specially Serviced Loans)
                                        o     Trustee
                                        o     Depositor

Item 2: Legal Proceedings:              o     Master Servicer (as to itself)
o     Item 1117 of Regulation AB        o     Special Servicer (as to itself)
      (to the extent material to        o     Trustee (as to itself)
      Certificateholders)               o     Depositor (as to itself)
                                        o     Trustee/Master
                                              Servicer/Depositor/Special
                                              Servicer as to the Trust (in the
                                              case of the Master Servicer,
                                              Special Servicer and the Trustee,
                                              to be reported by the party
                                              controlling such litigation
                                              pursuant to Section 3.29)
                                        o     Each Mortgage Loan Seller as
                                              sponsor (as defined in Regulation
                                              AB) (to be provided by the
                                              Depositor)
                                        o     Depositor as to any originators
                                              under Item 1110 of Regulation AB
                                        o     Depositor as to any party under
                                              Item 1100(d)(1) of Regulation AB

Item 3: Sale of Securities and Use      o     Depositor
of Proceeds

Item 4: Defaults Upon Senior            o     Trustee
Securities

Item 5: Submission of Matters to a      o     Trustee
Vote of Security Holders

Item 6: Significant Obligors of         o     Depositor
Pool Assets

Item 7: Significant Enhancement         o     Depositor
Provider Information

Item 8: Other Information               o     Any party responsible for
(information required to be                   disclosure items on Form 8-K
disclosed on Form 8-K that was not
properly disclosed)

Item 9: Exhibits                        o     Depositor
                                        o     Trustee

<PAGE>

                                    EXHIBIT Q

                         ADDITIONAL FORM 10-K DISCLOSURE

The parties identified in the "Party Responsible" column are obligated pursuant
to Section 11.05 of this Agreement to disclose to the Depositor 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 1112(b) 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              o     Any party responsible for
(information required to be                   disclosure items on Form 8-K
disclosed on Form 8-K that was not
properly disclosed)

Item 15: Exhibits, Financial            o     Trustee
Statement Schedules                     o     Depositor

Additional Item:

Disclosure per Item 1117 of             o     Master Servicer (as to itself)
Regulation AB (to the extent            o     Special Servicer (as to itself)
material to Certificateholders)         o     Trustee (as to itself)
                                        o     Depositor (as to itself)
                                        o     Any other Reporting Servicer (as
                                              to itself)
                                        o     Trustee/Master
                                              Servicer/Depositor/Special
                                              Servicer as to the Trust (in the
                                              case of the Master Servicer, the
                                              Special Servicer and the Trustee
                                              to be reported by the party
                                              controlling such litigation
                                              pursuant to Section 3.29)
                                        o     Each Mortgage Loan Seller as
                                              sponsor (as defined in Regulation
                                              AB) (to be provided by the
                                              Depositor)
                                        o     Depositor as to any originators
                                              under Item 1110 of Regulation AB
                                        o     Depositor as to any party under
                                              Item 1100(d)(1) of Regulation AB

Additional Item:                        o     Master Servicer (as to itself) (to
Disclosure per Item 1119 of                   the extent material to
Regulation AB                                 Certificateholders and only as to
                                              affiliations under 1119(a))
                                        o     Special Servicer (as to itself)
                                              (to the extent material to
                                              Certificateholders and only as to
                                              affiliations under 1119(a))
                                        o     Trustee (as to itself)
                                        o     Depositor (as to itself)
                                        o     Trustee/Master
                                              Servicer/Depositor/Special
                                              Servicer as to the Trust
                                        o     Each Mortgage Loan Seller as
                                              sponsor (as defined in Regulation
                                              AB) (to be provided by the
                                              Depositor)
                                        o     Depositor as to any originators
                                              under Item 1110 of Regulation AB
                                        o     Depositor as to any party under
                                              Item 1100(d)(1) of Regulation AB

Additional Item:                        o     N/A
Disclosure per Item 1112(b) of
Regulation AB

Additional Item:                        o     Depositor
Disclosure per Items 1114(b)(2) and     o     Trustee
1115(b) of Regulation AB

<PAGE>

                                    EXHIBIT R

                         Form 8-K Disclosure Information

The parties identified in the "Party Responsible" column are obligated pursuant
to Section 11.07 of this Agreement to report to the Depositor 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     All parties (only as to the
Definitive Agreement                          agreements such entity is a party
                                              to or entered into on behalf of
                                              the Trust)

Item 1.02- Termination of a             o     All parties (only as to the
Material Definitive Agreement                 agreements such entity is a party
                                              to or entered into on behalf of
                                              the Trust)

Item 1.03- Bankruptcy or                o     Depositor
Receivership

Item 2.04- Triggering Events that       o     Depositor
Accelerate or Increase a Direct
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       o     Depositor
of Incorporation or Bylaws; Change
of Fiscal Year

Item 6.01- ABS Informational and        o     Depositor
Computational Material

Item 6.02- Change of Servicer or        o     Master Servicer (as to itself or a
Trustee                                       servicer retained by it)
                                        o     Special Servicer (as to itself or
                                              a servicer retained by it)
                                        o     Trustee
                                        o     Depositor

Item 6.03- Change in Credit             o     Depositor
Enhancement or External Support         o     Trustee

Item 6.04- Failure to Make a            o     Trustee
Required 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>

                                    EXHIBIT S

                       ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO 312-904-2084 AND VIA EMAIL TO [ ] AND VIA OVERNIGHT MAIL TO
THE ADDRESS IMMEDIATELY BELOW**

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Greenwich Capital Commercial Funding Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Attn: Global Securities and Trust Services--Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust Series 2006-GG7--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 July 1, 2006, among Greenwich Capital Commercial Funding Corp., as depositor,
Midland Loan Services, Inc., as master 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:


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>


                                    EXHIBIT T

                      SERVICING AND SUBSERVICING AGREEMENTS

      The Mortgage Loans shall be serviced by the Master Servicer. Certain of
the Mortgage Loans are subject to subservicing agreements as set forth below.

             Property Name                         Subservicer Name
--------------------------------------------------------------------------------
Hopewell Shopping Center                       GEMSA Loan Services, L.P.
Six Quebec                                        Northmarq Capital
Westlake Office Center                         GEMSA Loan Services, L.P.
John Marshall II                            Holliday Fenoglio Fowler, L.P.
107 Tom Starling Road                             NorthMarq Capital
Snyder Warehouse                            Holliday Fenoglio Fowler, L.P.